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Tribhovandas Bhimji Zaveri Ltd.

BSE: 534369 Sector: Consumer
NSE: TBZ ISIN Code: INE760L01018
BSE 00:00 | 28 Feb 31.80 -2.15
(-6.33%)
OPEN

33.00

HIGH

33.40

LOW

31.60

NSE 00:00 | 28 Feb 31.80 -2.05
(-6.06%)
OPEN

33.15

HIGH

33.90

LOW

31.50

OPEN 33.00
PREVIOUS CLOSE 33.95
VOLUME 13557
52-Week high 72.35
52-Week low 29.95
P/E 11.08
Mkt Cap.(Rs cr) 212
Buy Price 31.75
Buy Qty 688.00
Sell Price 33.65
Sell Qty 100.00
OPEN 33.00
CLOSE 33.95
VOLUME 13557
52-Week high 72.35
52-Week low 29.95
P/E 11.08
Mkt Cap.(Rs cr) 212
Buy Price 31.75
Buy Qty 688.00
Sell Price 33.65
Sell Qty 100.00

Tribhovandas Bhimji Zaveri Ltd. (TBZ) - Director Report

Company director report

To

The Members of

Tribhovandas Bhimji Zaveri Limited

Your Directors are pleased to present the Twelfth Annual Report on the business andoperations of your Company together with the audited financial statements and Auditor'sReport for the financial year ended 31st March 2019:

Financial Results:

The financial performance of your Company for the financial year ended 31stMarch 2019 is summarized below:

Particulars Standalone Financials
31-Mar-19 31-Mar-18
(Rs. in Lacs) Rs. (in Lacs)
Revenue from operations 176382.65 175568.51
Earnings before Finance Cost Depreciation and Amortization 7380.03 7309.87
Add: Other Income 560.48 704.27
Less: Finance Cost 4637.20 3974.34
Less: Depreciation and Amortization expenses 991.91 849.35
Net Profit before Exceptional items & Taxes 2311.40 3190.45
Add: Exceptional items - -
Net Profit for the year before Taxes 2311.40 3190.45
Less: Provision for Taxes
Current Tax/MAT 992.00 981.00
MAT Credit - -
Deferred Tax charge (211.18) 103.97
Provision pertaining to earlier years - -
Profit for the year 1530.58 2105.48
Add/(less): Other Comprehensive income (112.06) (36.42)
Total Comprehensive income for the year 1418.52 2069.06
Add/(less): Balance Brought Forward from Previous Year 23801.23 21732.16
Add/(less): Opening provision for Franchisee sales return (68.40) -
Add/(less): Dividend for the year ended 31st March 2018 (603.35) -
Surplus Available for Appropriation 24547.99 23801.23
Appropriations:
Transfer to General Reserve - -
Total Appropriations - -
Surplus Available after Appropriation 24547.99 23801.23
Add: Balance in Security Premium Account 16791.35 16791.35
Add: Balance General Reserve 1401.47 1401.47
Add: Balance Capital Reserve - -
Balance carried forward to Balance Sheet 42740.81 41994.05

Financial Performance:

Your Company has reported revenue profit during the financial year 2018-19. Revenuefrom operations increased by 0.46% to Rs. 176382.65 Lacs from Rs. 175568.51 Lacs in theprevious financial year. The profit before tax decreased by 27.55% to Rs. 2311.40 Lacswhile net profit after tax decreased by 27.30% to Rs. 1530.58 Lacs.

The Gross Profit Margin for the financial year 2018-19 has increased to 14.11% ascompared to 14.05% in the previous financial year. In the absolute term the Gross Profithas increased to Rs. 24892.68 Lacs as compared to Rs. 24609.98 Lacs during the previousfinancial year.

The EBITDA for the financial year 2018-19 has increased to 4.18% as compared to 4.16%in the previous financial year.

During the current financial year your Company has opened five owned stores at NoidaUttar Pradesh Aundh at Pune Maharashtra Ludhiana Punjab Phoenix Market city (mallstore) Bengaluru and Lucknow Uttar Pradesh. During the year under review your Companytook over franchisee operating store at Jamnagar Gujarat and run the store as its ownstore totaling the number of stores to forty two out of which thirty eight are yourCompany's own stores and four are franchise stores in thirty cities and fourteen statesas on 31st March 2019. Post 31st March 2019 and as on signing ofthis Report your Company has shut down its own store at Nagpur and one franchise store atBhopal which brings the total number of stores to forty out of which thirty seven areyour Company's own stores and three are franchise stores in twenty eight cities andfourteen states as on date of signing of this report.

Dividend:

Your Directors are pleased to recommend the dividend of 7.50% i.e. dividend of Rs.0.75 (Seventy Five Paise only) per equity share of face value of Rs. 10 each for thefinancial year ended 31st March 2019 subject to the approval of the Membersat the ensuing Annual General Meeting against the dividend of Rs. 0.75 (Seventy FivePaise Only) per equity share of face value of Rs. 10 each i.e. 7.50% for the previousfinancial year ended 31st March 2018. Your Company will pay the tax ondividend as per the provisions of the Income Tax Act 1961. It is not proposed to transferany amount to General Reserve for the year under review.

The total outgo for the current financial year amounts to Rs. 60335471 (Rupees SixCrores Three Lacs Thirty Five Thousand Four Hundred Seventy One only) including dividenddistribution tax of Rs. 10287506 (Rupees One Crore Two Lacs Eighty Seven Thousand FiveHundred Six only) for the current financial year ended 31st March 2019 ascompared to the total outgo of Rs. 60335471 (Rupees Six Crores Three Lacs Thirty FiveThousand Four Hundred

Seventy One only) including dividend distribution tax of Rs. 10287506 (Rupees OneCrore Two Lacs Eighty Seven Thousand Five Hundred Six only) for the previous financialyear ended 31st March 2018.

Changes in nature of business if any:

During the financial year 2018-19 there was no change in nature of business of yourCompany.

Material Changes and Commitments:

There have been no material changes and commitments since the close of the financialyear i.e. 31st March 2019 till the date of signing of this Director's Reportaffecting the financial position of your Company.

Changes in Authorised Share Capital:

During the financial year 2018-19 there was no change in the Authorised Share Capitalof your Company.

Changes in Paid-up Share Capital:

During the financial year 2018-19 there was no change in the Paid-up Share Capital ofyour Company.

Wholly owned Subsidiary Company:

As required under Rule 8(1) of the Companies (Accounts) Rules 2014 the Board's Reporthas been prepared on the basis of standalone financial statements and a report onperformance and financial position of the wholly owned subsidiary included in theconsolidated financial statements is presented and is stated in this report.

In accordance with third proviso of Section 136(1) of the Companies Act 2013 theAnnual Report of your Company containing therein its standalone and the consolidatedfinancial statements has been placed on the website of your Companywww.tbztheoriginal.com. Further as per fourth proviso of the said section audited annualaccounts of the subsidiary company has also been placed on the website of your Companywww.tbztheoriginal.com. Members interested in obtaining a copy of the audited annualaccounts of the wholly owned subsidiary company may write to the Company Secretary at yourCompany's corporate office or email to investors@tbzoriginal.com.

Your Company has constituted "Policy on Determining Material Subsidiaries" inaccordance with the Regulation 16(1)(c) of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015. The Policy will be used todetermine the material subsidiaries of your Company and to provide governance frameworkfor such subsidiaries. As per the Policy and as per the requirements of the provisions ofthe Companies Act 2013 and Securities and Exchange Board of India (Listing Obligation andDisclosure Requirements) Regulations 2015 none of the wholly owned subsidiary companiesare material subsidiary company of your Company. The Policy on determining materialsubsidiaries is available on your Company's website at the link:https://www.tbztheoriginal.com/storage/TBZ-Material%20 Subsidiary%20Policy(1.4.19).pdf.

As per the requirements of the Securities and Exchange Board of India (ListingObligation and Disclosure Requirements) Regulations 2015 the audited consolidatedfinancial statements of your Company incorporating its wholly owned subsidiary company isprepared in accordance with applicable Indian Accounting Standards (Ind AS) are enclosedherewith.

For the year under review i.e. as on 31st March 2019 your Company has onewholly owned subsidiary company namely; Tribhovandas Bhimji Zaveri (Bombay) Limited.

Konfiaance Jewellery Private Limited

(Status of the company: Dissolved as on 31st March 2019)

Konfiaance Jewellery Private Limited was a non-operational company and has no turnoverin previous years and the Company was also not planning to do any business in that Companyand due to that reason it was decided to Liquidate the affairs (winding-up) of thiswholly-owned subsidiary company as Voluntary Liquidation. To give effect to this the Boardof Directors of holding company as well as wholly-owned subsidiary company at its BoardMeeting dated 2nd August 2017 had approved to Liquidate the affairs(winding-up) of Konfiaance Jewellery Private Limited Wholly Owned Subsidiary of yourCompany under Voluntary Liquidation Process. At the Extra Ordinary General Meeting ofKonfiaance Jewellery Private Limited held on 28th August 2017 the members hadapproved by way of Special Resolution the winding up of the affairs of the company byMembers' Voluntary Liquidation Process. Your Company had voluntarily given intimationunder the outcome of the Board Meeting to Stock Exchanges (NSE & BSE) on 2ndAugust 2017 to follow a good corporate governance; as Konfiaance Jewellery PrivateLimited is not a material wholly owned subsidiary company and not falling underRegulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Konfiaance Jewellery Private Limited which was wholly owned subsidiary company of yourCompany was under the process of Voluntary Liquidation. The Voluntary Liquidation processhad begun on 28th August 2017 in pursuance of provisions of Section 59 of theInsolvency and Bankruptcy Code 2016 and Insolvency and Bankruptcy Board of India(Voluntary Liquidation Process) Regulations 2017 and the process of voluntary liquidationhas been completed on 31st March 2018. As required under Regulation 38 (2) and(3) of the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process)Regulations 2017 the liquidator has prepared and submitted the final report to theInsolvency and Bankruptcy Board of India and the Registrar of Companies and theapplication for dissolution of the company was filed with the National Company LawTribunal (NCLT) as required by Section 59 (7) and all other applicable provisions of theInsolvency and Bankruptcy Code 2016.

Tribhovandas Bhimji Zaveri (Bombay) Limited

Tribhovandas Bhimji Zaveri (Bombay) Limited is operating its manufacturing activitiesfrom 106 Kandivali Industrial Estate Charkop Kandivali (West) Mumbai-400 067. The saidproperty is taken on Leave & License basis from your Company (i.e. holding company).

Tribhovandas Bhimji Zaveri (Bombay) Limited during the financial year 2018-19 hasreported a total revenue of Rs. 1981.99 Lacs and has incurred profit before tax ofRs. 23.68 Lacs and profit after tax of Rs. 22.08 Lacs.

Performance of wholly owned subsidiary company:

Pursuant to provisions of Section 129(3) of the Companies Act 2013 (‘the Act') astatement containing salient features of Financial Statements of wholly owned subsidiarycompany in Form AOC-1 is annexed as ‘Annexure-A'.

The Company does not have any Associate or Joint Venture Companies. The Company hasadopted a Policy for determining the criteria of material subsidiaries which can beviewed on the Company's website at www.tbztheoriginal.com.

Performance/State of Company's Affairs:

As on 31st March 2019 your Company was operating from forty two stores inthirty cities and fourteen states out of which your Company has thirty eight owned storesand four franchise stores and your Company has one Corporate Office at Tulsiani ChambersNariman Point.

Recent Development(s):

During the current financial year your Company has opened five owned stores at NoidaUttar Pradesh Aundh at Pune Maharashtra Ludhiana Punjab Phoenix Market city (mallstore) Bengaluru and Lucknow Uttar Pradesh. During the year under review your Companytook over franchisee operating store at Jamnagar Gujarat and run the store as its ownstore totaling the number of stores to forty two out of which thirty eight are yourCompany's own stores and four are franchise stores in thirty cities and fourteen statesas on 31st March 2019. Post 31st March 2019 and as on signing ofthis Report your Company has shut down its own store at Nagpur and one franchise store atBhopal which brings the total number of stores to forty out of which thirty seven areyour Company's own stores and three are franchise stores in twenty eight cities andfourteen states as on date of signing of this report.

Awards & Recognition:

During the year under review your Company has won following awards:

Year Awards
2018 ‘Best Diamond Vivah Jewellery of the Year' award given at the 14th Retail Jeweller India Awards 2018
2019 The Company wins two prestigious awards GJC's National Jewellery Awards (NJA) 2018 in following two categories:
(1) Showstopper couture (Contemporary Diamond Jewellery) and
(2) Treasure of Ocean (Pearl Jewellery of the year).
2019 ‘India's Retail Champion Awards in Jewellery Category' in the event organized by Retail Association of India (RAI)

New Product Launch:

Riwayat Bridal Jewellery Collection: Your Company launched the new meticulouslydesigned Riwayat Bridal Jewellery collection during the financial year_ 2018-19. Takinginspiration from the regal era the range has been designed to perfection with splendidjewels and stones. The newly launched collection speaks volumes about your Company'sunrivalled grace and impeccable quality for a quintessential modern bridal look.

Your Company focused on launching a_ordable and contemporary ranges starting from thisnew collection for today's modern woman.

Credit Rating

During the year under review CRISIL has reviewed the Credit Rating on the long-termbank facilities of your Company at ‘CRISIL BBB+/Stable' (Reafirmed) vide letter Ref.No. TBZPL/204590/BLR/081800473 dated 7th August 2018 which is stated asfollows:

Total Bank Loan Facilities Rated Rs. 7350 Million
Long-Term Rating CRISIL BBB+/Stable
(Reafirmed)

Increase in Inventories:

The inventory of your Company as on 31st March 2019 has increased by Rs.16512.13 Lacs as compared to the inventory on 31st March 2018. The increasein inventory is due to addition of five new stores during the year.

Operations:

The operations of your Company are elaborated in the annexed Management Discussion andAnalysis Report.

Hedge Accounting/Derivative Financial Instruments: Embedded Derivative:

An embedded derivative is a component of a hybrid (combined) instrument that alsoincludes a non-derivative host contract-with the effect that some of the cash flows of thecombined instrument vary in a way similar to a standalone derivative. An embeddedderivative cause some or all of the cash flows that otherwise would be required by thecontract to be modified according to a specified variable. Your Company enters intopurchase gold contract in which the amount payable is not fixed based on gold price onthe date of purchase but instead is affected by changes in gold prices in future. Suchtransactions are entered into to protect against the risk of gold price movement in thepurchased gold. Accordingly such unfixed payables (gold loan) are considered to have anembedded derivative. Your Company designates the gold price risk in such instruments ashedging instruments with gold inventory considered to be the hedged item. The hedged riskis gold prices movement.

Derivatives are initially measured at fair value. Subsequent to initial recognitionderivative is measured at fair value and changes there in are generally recognised inprofit and loss.

At the inception of a hedge relationship your Company formally designates anddocuments the hedge relationship to which your Company wishes to apply hedge accountingand the risk management objective and strategy for undertaking the hedge. Thedocumentation includes your Company's risk management objective and strategy forundertaking hedge the hedging/economic relationship the hedged item or transaction thenature of the risk being hedged hedge ratio and how the entity will assess theeffectiveness of changes in the hedging instrument's fair value in offsetting the exposureto changes in the hedged item's fair value attributable to the hedged risk. Such hedgesare expected to be highly effective in achieving offsetting changes in fair value and areassessed on an ongoing basis to determine that they actually have been highly effectivethroughout the financial reporting periods for which they were designated.

Commodity forward contract of NIL is outstanding as on 31st March 2019 (31stMarch 2018: NIL was outstanding). Hedging loss is Rs. NIL as on 31st March2019 (31st March 2018: loss of Rs. 9.99 Lacs).

Related Party Transactions:

All contracts/arrangements/transactions entered by your Company during the financialyear under review with related parties were in the ordinary course of business and on anarm's length basis and is in compliance with the applicable provisions of the Act and theListing Regulations. During the year there are no materially significant related partytransactions entered by your Company with Promoters Directors Key Managerial Personnelor other designated persons which may have a potential conflict with the interest of yourCompany at large. There were no materially significant Related Party Transactions made bythe Company during the year that required shareholders' approval under Regulation 23 ofthe Listing Regulations.

All related party transactions are placed before the Audit Committee and before theBoard for their approval. Prior omnibus approval of the Audit Committee is obtained forthe transactions which are of a foreseen and repetitive nature. The transactions enteredinto pursuant to the omnibus approval so granted are audited and a statement givingdetails of all related party transactions is placed before the Audit Committee and to theBoard of Directors at their Board Meetings for their approval on a quarterly basis.

There are no material related party transactions which are not in ordinary course ofbusiness or which are not on arm's length basis and hence there is no information to beprovided as required under Section 134(3)(h) of the Companies Act 2013 read with Rule8(2) of the Companies (Accounts) Rules 2014. The details of transactions with relatedparties as required are provided in Form AOC-2 is annexed as ‘Annexure-B'.

The policy on Materiality on Related Party Transactions and manner of dealing withRelated Party Transactions as approved by the Board is uploaded on your Company's websiteat the link: https://www.tbztheoriginal.com/storage/TBZ-Policy%20on%20Materiality%20and%20Dealing%20with%20 RPT(1.4.19).pdf

None of the Independent Directors has any pecuniary relationships or transactionsvis-a-vis your Company.

A statement of related party transactions pursuant to Indian Accounting Standard (IndAS)-24 forms a part of notes to accounts.

Transfer to Reserves:

During the year under review your Company has transferred Rs. NIL to the GeneralReserve.

Particulars of Loans given Investments made Guarantees given and Securities providedunder Section 186 of the Companies Act 2013:

Particulars of loans given investments made guarantees given and securities providedcovered under the provisions of Section 186 of the Companies Act 2013 are given in thenotes to the standalone financial statements provided in this Annual Report.

Fixed Deposits/Deposits:

During the year under review your Company has not accepted or invited any fixeddeposits from the public and there were no outstanding fixed deposits from the public ason the Balance Sheet date.

Your Company has not accepted deposit from the public falling within the ambit ofSection 73 of the Companies Act 2013 and The Companies (Acceptance of Deposits) Rules2014.

Insurance:

All the insurable interests of your Company including inventories buildings plant andmachinery and liabilities are adequately insured.

Corporate Social Responsibility (CSR) Initiatives:

As part of its initiatives under Corporate Social Responsibility (CSR) the CorporateSocial Responsibility Committee (CSR Committee) has formulated and recommended to theBoard a Corporate Social Responsibility Policy (CSR Policy) indicating the activities tobe undertaken by your Company which has been approved by the Board and are inaccordance with Schedule VII of the Companies Act 2013.

The CSR Policy may be accessed on your Company's website at the link:http://www.tbztheoriginal.com/storage/Investors/Investor%20In%20formation/TBZ-%20CSR%20Policy%20 -%2004.08.2014.pdf.

Your Company is committed towards the "Corporate Social Responsibility (CSR)"initiatives as per the requirement of Section 135 of the Companies Act 2013("Act"). The details of the composition of the Corporate Social Responsibility(CSR) Committee are disclosed in the Corporate Governance Report forming part of thisAnnual Report.

As part of initiatives under "Corporate Social Responsibility (CSR)" for thefinancial year 2018-19 your Company has shortlisted the specific activities/projects inthe area of (a) ‘Promoting Healthcare including Preventive Healthcare' which isfalling under item (i) of Schedule VII of the Act; (b) ‘Promoting Education' which isfalling under item (ii) of

Schedule VII of the Act and (c) ‘Promoting gender equality and women's empowermentwhich is falling under item (iii) of Schedule VII of the Act. Your Company will alsoundertake other need based initiatives in compliance with Schedule VII to the Act.

As per Section 135 of the Companies Act 2013 the total amount of CSR contributionwhich is required to be spend during the financial year 2018-19 is coming to Rs.1795739 (Rupees Seventeen Lacs Ninety Five Thousand Seven Hundred Thirty Nine Only).Your Company has made total CSR contribution of Rs. 2299246 (Rupees Twenty Two LacsNinety Nine Thousand Two Hundred Forty Six Only) for the financial year 2018-19. Theprescribed CSR Expenditure required to be done by your Company has been spend as CSRactivities for the financial year 2018-19. During the financial year 2018-19 there is noamount left unspent for the financial year 2018-19.

The total CSR contribution of Rs. 2299246 (Rupees Twenty Two Lacs Ninety NineThousand Two Hundred Forty Six Only) were contributed to (1) Cancer Patient AidAssociation (CPAA) of Rs. 110000 for Promoting Healthcare including PreventiveHealthcare; (2) Bombay Hospital Trust for medical treatment of a poor and needy patient ofRs. 95426 for Promoting Healthcare including Preventive Healthcare; (3) West WindAssociation of Rs. 50000 for Promotion of Education Activities; (4) Friends of TribalSociety of Rs. 100000 for promotion of Educational Activities; (5) Under CSRActivity of your Company carries out CSR Activities for promoting gender equality andwomen's empowerment under its main project known as "Pankhi Project".Your Company has made total CSR Contribution of Rs. 1943820 for the financial year2018-19 and out of which Rs. 60000 was incurred towards administrative expenses andbalance Rs. 1883820 made to various organisations such as: (a) Baroda CitizenCouncil (BCC) of Rs. 396000 for providing family counseling; (b) Ahmedabad Women's ActionGroup (AWAG) of Rs. 396000 for providing family counseling; (c) Stree Mukti Sangathan ofRs. 556820; (d) Bharatiya Stree Shakti of Rs. 535000. These NGO'S/organization carry outprojects which are largely in accordance with Schedule VII of the Companies Act 2013.

Your Company is fully committed to make contributions towards CSR Activities of yourCompany as per the requirement of Section 135 of the Companies Act 2013.

The Annual Report on CSR activities is annexed herewith as "Annexure-C"

Business Risk Management:

SEBI has come out with the circular on the requirement of constitution of RiskManagement Committee of the Board as per the requirement of the Listing Agreement(Regulations).

As per SEBI Circular Reference No. SEBI/LAD-NRO/GN/2015-16/013 dated 2ndSeptember 2015 issued by Securities and Exchange Board of India (SEBI) and as per therequirement of Regulation 21(5) of the Securities and Exchange Board of India (ListingObligation and Disclosure Requirements) Regulations 2015 shall be applicable to top 100companies by market capitalization as at the end of the immediate previous financial yearwhich is now substituted with top 500 companies by market capitalization as at the end ofthe immediate previous financial year as per the requirement of Regulation 21(5) of theSecurities and Exchange Board of India (Listing Obligations and Disclosures Requirements)(Amendment) Regulations 2018.

Accordingly constitution of Risk Management Committee is not compulsory for yourCompany. To follow Corporate Governance in the right spirit your Company has voluntarilyconstituted the Risk Management Committee of the Board. The details of the Committee andits terms of reference are set out in the Corporate Governance Report forming part of theAnnual Report.

Your Company manages monitors and reports on the principal risks and uncertaintiesthat can impact its ability to achieve its strategic objectives.

Your Company has a robust Risk Management framework to identify evaluate businessrisks and opportunities. This framework seeks to create transparency minimize adverseimpact on the business objectives and enhance your Company's competitive advantage. RiskManagement Committee provides assistance to the Board of Directors in fulfilling itsobjective of controlling/monitoring various risks prevailing in the functioning of yourCompany in day to day life including the Gold Price Risk Management Policy of your Companyas well as mitigating the risk on hedging in domestic as well as international market.

The key business risks identified by your Company and its mitigation plan are as under:

(i) Gold Price Fluctuation Risk:

Prices of gold keep on fluctuating and in last one year there were huge fluctuationsobserved in gold prices due to various international factors and stringent domesticgovernment policies. To mitigate this risk of gold price fluctuation your Company hasstarted doing hedging in domestic market to protect your Company from the gold pricefluctuation. Your Company's endure is to maximize procurement of inventory on gold loan aswell as procurement of gold bar under gold loan scheme from various banks which will alsohelp to reduce risk of your Company due to gold price fluctuation and takes care ofnatural hedging.

(ii) Competition Risks:

The jewellery industry is becoming intensely competitive with few organized sectors andmajority of unorganized sectors in local area with the foray of new entrants and many ofthe existing unorganized players adopting inorganic growth strategies. To mitigate thisrisk your Company is leveraging on its expertise experience and its created capacitiesto increase market share enhance brand equity/ visibility and enlarge product portfolioand various tactical offers.

Disclosure under Section 164(2):

None of the Directors of your Company are disqualified from being appointed asDirectors as specified under Section 164(2) of the Companies Act 2013.

Directors:

In accordance with the provision of Section 152 and all other applicable provisions ofthe Companies Act 2013 Independent Directors are not liable to retire by rotation andfor the purpose of calculation of ‘total number of Directors' who are liable toretire by rotation this shall not include Independent Directors. Mr. Shrikant Zaveri (DIN:00263725) Chairman & Managing Director of your Company is the Director not liable toretire by rotation. Ms. Binaisha Zaveri (DIN: 00263657) and Ms. Raashi Zaveri (DIN:00713688) Whole-time Directors of your Company are the Directors who are liable to retireby rotation.

Ms. Binaisha Zaveri (DIN: 00263657) Whole-time Director of your Company retires byrotation at the 12th Annual General Meeting of your Company and beingeligible offers herself for re-appointment.

Pursuant to Sections 149 152 and all other applicable provisions of the Companies Act2013 read with the Companies (Appointment and Qualification of Directors) Rules 2014along with Schedule IV of the Act (including any statutory modification(s) or re-enactmentthereof for the time being in force) the Independent Directors can hold office for afirst term of five consecutive years on the Board of Directors of your Company. Mr.Kamlesh Vikamsey (DIN: 00059620) Mr. Ajay Mehta (DIN: 00028405) and Mr. SanjayAsher (DIN: 00008221); Independent Directors of your Company were appointed to hold officefor the period of first term of five consecutive years upto 31st March 2019in the 7th Annual General Meeting of your Company held on 24thSeptember 2014. As per provisions of the Companies Act 2013 all the three IndependentDirectors were re-appointed for the second term of five consecutive years from 1stApril 2019 to 31st March 2024 in the 11th Annual General Meetingof your Company held on 31st July 2018. Independent Directors shall not beliable to retire by rotation.

Familiarization/Orientation Program of Independent Directors:

Your Company has a program to familiarize Independent Directors with regard to theirroles rights responsibilities in your Company nature of the industry in which yourCompany operates the business model of your Company etc. The purpose of FamiliarizationProgramme for Independent Directors is to provide insights into your Company to enable theIndependent Directors to understand its business in depth and contribute significantly toyour Company. Your Company has already carried out the familiarization programme forIndependent Directors. The Familiarization Programme Imparted to Independent Directors interms of Regulation 25(7) of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 is available on the website ofyour Company at link:https://www.tbztheoriginal.com/storage/TBZ-Familiarization%20Prog.-ID(18-19).pdf.

Independent Directors/Statement of declaration by Independent Directors under Section149(7) of the Companies Act 2013 and Regulations 16(1)(b) and 25(8) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015:

The Independent Directors have given declarations to your Company under Section 149(7)of the Companies Act 2013 that they meet the criteria of independence provided underSection 149(6) of the Companies Act 2013 and Regulations 16(1)(b) and 25(8) of Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 (‘the Listing Regulations').

The Board of Directors of your Company confirms that the Independent Directors fulfilthe conditions specified in Section 149(6) of the Act and Regulation 16(1)(b) of theListing Regulations and are independent of the management.

Key Managerial Personnel:

Pursuant to provisions of Sections 2(51) and 203 of the Companies Act 2013 read withRule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014following persons are acting as Key Managerial Personnel of your Company:

Mr. Shrikant Zaveri Chairman & Managing Director Ms. Binaisha Zaveri andMs. Raashi Zaveri Whole-time Directors and Mr. Saurav Banerjee Chief Financial Officer(CFO) and Mr. Niraj Oza Head-Legal & Company Secretary of your Company are the KeyManagerial Personnel of your Company.

Your Company does not have separate position of Chief Executive Officer (CEO) as allthe responsibilities of Chief Executive Officer (CEO) has been discharged by Mr. ShrikantZaveri Chairman & Managing Director of your Company.

Annual Evaluation of Performance/Board Evaluation Criteria:

Your Company believes that systematic evaluation contributes significantly to improvedperformance at the three levels; organizational Board and Individual Board Member. Itencourages the leadership team work accountability decision making communication andefficiency of the Board. Evaluation also ensures teamwork by creating better understandingof Board dynamics management relations and thinking as a group within the Board. Theprocess includes multi layered evaluation based on well-defined criteria consisting ofrelevant parameters.

Pursuant to the applicable provisions of the Companies Act 2013 and Regulations17(10) 25(4) and all other applicable Regulation(s) of Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 the Board ofDirectors have carried out annual evaluation of its own performance Board Committeesindividual Directors Chairperson of your Company.

The performance of the Board/Committee was evaluated after seeking inputs from all theDirectors/Committee members on the basis of the defined criteria including composition andstructure effectiveness of meeting information and functioning.

Performance evaluation of Independent Directors was done by the entire Board excludingthe Independent Director being evaluated on the basis of following evaluation criteria:Relevant knowledge expertise and experience.Devotion of time andattention to your Company's long term strategic issues.

Addressing the most relevant issues for your Company.Discussingand endorsing your Company's strategy.Professional conduct ethics andintegrity.

Understanding of duties roles and function as Independent Director.

The manner in which evaluation has been carried out has been explained in detail in theCorporate Governance Report which forms part of this Annual Report.

Nomination Remuneration and Evaluation Policy:

The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management theirremuneration and their evaluation. In compliance with the provision of Section 178 of theCompanies Act 2013 and the Listing Regulations Nomination Remuneration and EvaluationPolicy is forming a part of Director's Report as "Annexure-F".

Board and Committee Meetings/Number of Meetings:

A calendar of Board and Committee Meetings is prepared and circulated in advance to theDirectors.

The Board of Directors met for five times during the year and members of the AuditCommittee met four times during the year.

During the financial year 2018-19 five Board Meetings were convened and held on 2ndMay 2018 31st July 2018 13th August 2018 31stOctober 2018 and 6th February 2019. Total four Audit Committee Meetings wereconvened and held on 2nd May 2018 13th August 2018 31stOctober 2018 and 4th February 2019. The details of the meetings are given inthe Corporate Governance Report. The intervening gap between the Meetings was within theperiod prescribed under the Companies Act 2013.

Directors' Responsibility Statement:

To the best of their knowledge and belief and according to the information andexplanation obtained by them your Directors make the following statements in terms ofSection 134(3)(c) read with Section 134(5) of the Companies Act 2013:

(a) that in preparation of the annual accounts the applicable Indian AccountingStandards (Ind AS) have been followed and there are no material departures;

(b) that they have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of your Company at the end of the financial year and ofthe profit and loss of your Company for that period;

(c) that they have taken proper and sufficient care to the best of their knowledge andability for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013. They confirm that there are adequate systems andcontrols for safeguarding the assets of your Company and for preventing and detectingfraud and other irregularities;

(d) that they have prepared the Annual Accounts on a going concern basis;

(e) that they have laid down the proper internal financial controls to be followed byyour Company and that such internal financial controls were adequate and were operatingeffectively;

(f) that they have devised proper systems to ensure the compliance with all applicablelaws and that such systems were adequate and operating effectively.

Review of Annual Accounts by Audit Committee:

Financials of your Company for the financial year ended 31st March 2019were reviewed by the Audit Committee before being placed before the Board.

Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo:

The particulars as required under Section 134(3)(m) of the Companies Act 2013 readwith Companies (Accounts) Rules 2014 are as under:

1. Part A & B pertaining to conservation of energy and technology absorption arenot applicable to your Company.

2. Foreign Exchange earnings and outflow:

Earnings - Rs. NIL
Outflow - Rs. 54.48 Lacs

Significant and Material Orders passed against your Company by the Regulators or Courtsor Tribunals:

Pursuant to the requirement of Section 134(3)(q) of the Companies Act 2013 read withRule 8(5)(vii) of the Companies (Accounts) Rules 2014 it is confirmed that during theFinancial Year under review there are no significant or material orders passed by theRegulators or Courts or Tribunals impacting the going concern status and your Company'soperations in future.

Audit Committee:

The Audit Committee comprises of two Independent Directors namely Mr. Kamlesh Vikamseyas Chairman of the Committee and Mr. Ajay Mehta as member of the Committee and Mr.Shrikant Zaveri Chairman & Managing Director of your Company as member of theCommittee. All the recommendations made by the Audit Committee were accepted by the Board.

The Committee inter-alia reviews the Internal Control System and reports of InternalAuditors and compliance of various regulations. The Committee also reviews at length theFinancial Statements before they are placed before the Board. The numbers of AuditCommittee its terms of reference the meetings of the Audit Committee and attendancethereat of the members of the Committee is mentioned in the Corporate Governance Report.

Vigil Mechanism/Whistle Blower Policy:

Your Company has adopted and established a vigil mechanism named "Whistle BlowerPolicy (WBP)" for directors and employees to report genuine concerns and to deal withinstance of fraud and mismanagement if any. The details of the Whistle Blower Policy isexplained in the Corporate Governance Report and also posted on the website of yourCompany's website at the link: https://www.tbztheoriginal.com/storage/TBZ-Whistle%20Blower%20Policy(01.04.19).pdf.

Human Resources and Employee Relations:

Attracting retaining and developing talent continued to be a focus area for yourCompany. The increased focus on capability enhancement and employee engagement had apositive impact on talent retention as reflected in the lower attrition levels. YourCompany has total employee strength of 1264 as on 31st March 2019. EmployeeRelations continued to be cordial at all levels.

Prevention of Sexual Harassment at workplace {Disclosure as required under Section 22of Sexual Harassment of Women at workplace (Prevention Prohibition and Redressal) Act2013}:

Your Company has always believed in providing a safe and harassment free workplace forevery individual working in its premises through various policies and practices. YourCompany always endeavors to create and provide an environment that is free fromdiscrimination and harassment including sexual harassment. Your Company has adopted apolicy on Prevention of Sexual Harassment at Workplace which is in line with therequirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. The policy aims at prevention of harassment of employees and laysdown the guidelines for identification reporting and prevention of undesired behavior. AnInternal Complaints Committee ("ICC") has been set up from the senior management(with women employees constituting the majority) which is responsible for redressal ofcomplaints related to sexual harassment and follows the guidelines provided in the Policy.All employees (permanent contractual temporary trainees) are covered under the policy.

Your Directors further state that during the year under review there were nocomplaint/cases filed pursuant to the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. {There was no complaint received from any employeeduring the financial year 2018-19 and hence no complaint is outstanding as on 31stMarch 2019 for redressal}.

The status of cases/complaint filed disposed of and pending in respect of SexualHarassment of Women at Workplace for the financial year ended as on 31st March2019 (i.e. from 1st April 2018 to 31st March 2019) as given below:

Opening Cases/ complaint as on 1st April 2018 Cases/ complaint filed during the year ended 31st March 2019 Cases/ complaint disposed of during the year ended 31st March 2019 Cases/ complaint pending as on 31st March 2019
NIL NIL NIL NIL

Particulars of Employees:

In terms of the provisions of Section 197(12) of the Companies Act 2013 read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 a statement showing the names and other particulars of theemployees drawing remuneration in excess of the limits set out in the said rules areprovided in the Annual Report. (Refer "Annexure-H").

Disclosure pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided in the Annual Report.(Refer "Annexure-G").

Extract of Annual Return:

In accordance with Sections 134(3)(a) & 92(3) of the Companies Act 2013 read withRule 12(1) of the Companies (Management and Administration) Rules 2014 an extract of theAnnual Return in the prescribed format (in form MGT-9) is annexed herewith as "Annexure-E".

Management Discussion and Analysis:

Pursuant to Regulation 34 read with Schedule V of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 (‘ListingRegulations') a detailed review of operations performance and future outlook of yourCompany and its business is given in the Management Discussion and Analysis which formspart of this Report.

Corporate Governance:

Your Company acknowledges its responsibilities to its Stakeholders and believes thatCorporate Governance helps to achieve commitment and goals to enhance stakeholder's valueby focusing towards all stakeholders. Your Company maintains highest level oftransparency accountability and good management practices through the adoption andmonitoring of corporate strategies goals and procedures to comply with its legal andethical responsibilities. Your Company is committed to meeting the aspirations of all itsstakeholders.

Your Company is fully committed to and continues to follow procedures and practices inconformity with the Code of Corporate Governance enshrined in Regulation 17 to 27 andclauses (b) to (i) of sub-regulation (2) of Regulation 46 and Para C D and E of ScheduleV and all other applicable Regulation(s) of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015. A detailed report onCorporate Governance forms part of this Report. The Statutory Auditor's Certificate as perthe requirements of Para E of Schedule V and all other applicable Regulation(s) ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 on compliance with Corporate Governance requirements by your Company isattached to the Report on Corporate Governance.

General Shareholder Information:

General Shareholder Information is given in Item No. VII of the Report of CorporateGovernance forming part of the Annual Report.

Listing Fees:

The Equity Shares of your Company are listed on the BSE Limited (BSE) and the NationalStock Exchange of India Limited (NSE). Your Company has paid the applicable listing feesto the above Stock Exchanges for the financial year 2018-19. Your Company's shares aretraded in dematerialized segment for all investors compulsorily and your Company hadentered into agreements with the Central Depository Services (India) Limited (CDSL) andNational Securities Depository Limited (NSDL) for custodial services.

Listing Agreement:

The Securities and Exchange Board of India (SEBI) on 2nd September 2015issued Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 with the aim to consolidate and streamline the provisionsof the Listing Agreement for different segments of capital market to ensure betterenforceability. The said regulations were effective from 1st December 2015.Accordingly all listed entities were required to enter into the Listing Agreement withinsix months form the effective date. Your Company entered into Listing Agreement with BSELimited and the National Stock Exchange of India Limited during November 2015.

Adequacy of Internal Financial Controls with reference to financial statements:

Based on the framework of internal financial controls and compliance systemsestablished and maintained by your Company work performed by the internal statutory andsecretarial auditors and external consultants and the reviews performed by management andthe Audit Committee the Board is of the opinion that your Company's internal financialcontrols were adequate and effective with reference to the financial statements for thefinancial year ended 31st March 2019.

Internal Control Systems and their adequacy:

The management continuously reviews the internal control systems and procedures for theefficient conduct of your Company's business. Your Company adheres to good practices withrespect to transactions and financial reporting and ensures that all its assets areappropriately safeguarded and protected against losses. The Internal Auditor of yourCompany conducts the audit on regular basis and the Audit Committee actively reviewsinternal audit reports and effectiveness of internal control systems.

Internal Control Systems are implemented to safeguard your Company's assets from lossor damage to keep constant check on the cost structure to prevent revenue leakages toprovide adequate financial and accounting controls and to implement Indian AccountingStandards (Ind AS).

Stakeholders Relationship:

Stakeholders' relations have been cordial during the year. As a part of complianceyour Company has Stakeholders Relationship Committee to consider and resolve thegrievances of security holders of your Company. There were no investors' grievancespending as on 31st March 2019. A confirmation to this effect has been receivedfrom your Company's Registrar and Share Transfer Agent.

Enhancing Shareholders Value:

Your Company believes that its Members are among its most important stakeholders.Accordingly your Company's operations are committed to the pursuit of achieving highlevels of operating performance and cost competitiveness consolidating and building forgrowth enhancing the productive asset and resource base and nurturing overall corporatereputation. Your Company is also committed to creating value for its other stakeholders byensuring that its corporate actions positively impact the socio-economic and environmentaldimensions and contribute to sustainable growth and development.

Participation in the Green Initiative:

Your Company continues to wholeheartedly participate in the Green Initiative undertakenby the Ministry of Corporate Affairs (MCA) for correspondences by Corporate to its Membersthrough electronic mode. All the Members are requested to join the said program by sendingtheir preferred e-mail addresses to their Depository Participant.

In commitment to keep in line with the Green Initiative and going beyond it to createnew green initiatives electronic copy of the Annual Report along with Notice of 12thAnnual General Meeting of your Company will be sent to all Members whose email addressesare registered with the Company/Depository Participant(s). For members who have notregistered their e-mail addresses physical copies will be sent through the permittedmode.

Employee Stock Option Scheme (ESOP):

For the current financial year 2018-19 your Company do not have any open EmployeeStock Option Scheme (ESOP) nor granted any fresh stock option to its employees.

Consolidated Financial Statements:

Your Directors are pleased to enclose the Consolidated Financial Statements pursuant toSection 129 and all other applicable provisions of the Companies Act 2013 and as per theapplicable Regulations of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 and prepared in accordance with the IndianAccounting Standards (Ind AS)-110 and all other applicable Indian Accounting Standards(Ind AS) prescribed by the Institute of Chartered Accountants of India in this regard.

Transfer to Investor Education and Protection Fund: a) Transfer of Unclaimed IPO RefundAmount to IEPF:

Your Company has done IPO allotment on 4th May 2012 and unclaimed IPORefund amount lying with your Company and the period of seven years got over on 3rdMay 2019. As required under Section 124 of the Act there was no unclaimed IPO Refundamount which needs to be transferred during the financial year 2018-19 to the InvestorEducation and Protection Fund established by the Central Government.

From the date of closure of the financial year 2018-19 till the date of signing of thisDirectors' Report your Company has transferred the total amount of Rs. 34290/-(Rupees Thirty Four Thousand Two Hundred Ninety only) of unpaid/unclaimed IPO Refundamount during the financial year 2019-20 i.e. on 14th May 2019 to theInvestor Education and Protection Fund established by the Central Government. Details ofIPO Refund amount transferred have been uploaded on the website of IEPF as well as onwebsite of your Company (www.tbztheoriginal.com) under following link:https://www.tbztheoriginal.com/storage/TBZ-IEPF-IPO%20Refund(3.5.19).pdf.

b) Transfer of Unclaimed Dividend to IEPF:

As required under Section 124 of the Act there was no Unclaimed Dividend amountpertaining to the financial year ended on 31st March 2011 lying with theCompany for a period of seven years which needs to be transferred during the financialyear 2018-19 to the Investor Education and Protection Fund established by the CentralGovernment.

c) Transfer of shares to IEPF:

As required under Section 124 of the Act no equity shares in respect of whichdividend has not been claimed by the members for seven consecutive years or more needs tobe transferred by the Company to the Investor Education and Protection Fund Authority(IEPF) during the financial year 2018-19.

Disclosure on compliance with Secretarial Standards:

Your Directors confirm that the Secretarial Standards issued by the Institute ofCompany Secretaries of India have been complied with. Your Company has complied with theSecretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings(SS-2) issued by the Institute of Company Secretaries of India and approved by the CentralGovernment under Section 118(10) of the Companies Act 2013.

Secretarial Auditor's Report:

The Secretarial Audit Report of M/s. Pramod S. Shah & Associates a firm of CompanySecretaries in Practice Mumbai for the Financial Year ended 31st March 2019does not contain any qualification reservation adverse remark or disclaimer by theSecretarial Auditor.

The Secretarial Audit Report in Form ‘MR-3' is annexed herewith as"Annexure-D" which forms part of this Annual Report.

Reporting of Fraud by Auditors {Section 134 (3)(ca)}:

There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and/or Board under Section 143 (12) ofthe Companies Act 2013 and rules made thereunder.

Auditors' Report:

The observations made in the Auditors' Report read together with the relevant notesthereon are self-explanatory and hence do not calls for any comment under Section 134 ofthe Companies Act 2013.

The Auditors' Report to the Members does not contain any qualification.

Statutory Auditors:

The members at the 11th Annual General Meeting of your Company haveappointed M/s. S R B C & CO LLP (Firm Registration No. 324982E/E300003) CharteredAccountants as Statutory Auditors of your Company for the term of five consecutive yearsi.e. from 11th Annual General Meeting to be held in year 2018 till theconclusion of 16th Annual General Meeting of your Company to be held in year2023 subject to ratification of appointment at every Annual General Meeting at aremuneration as may be mutually agreed to between the Board of Directors and M/s. S R B C& CO LLP plus applicable taxes out-of-pocket expenses travelling and otherexpenses in connection with the work of audit to be carried out by them. The Companies(Amendment) Act 2017 notified from 7th May 2018 has waived the requirementfor ratification of the appointment of Statutory Auditor by the shareholders at everyAnnual General Meeting. Hence the ratification of appointment of Statutory Auditors byyour Company is not required.

M/s. S R B C & CO LLP (FRN 324982E/E300003) ("the Audit Firm") is afirm of Chartered Accountants registered with the Institute of Chartered Accountants ofIndia. The Audit Firm was established in the year 2002 and is a limited liabilitypartnership firm ("LLP") incorporated in India. It has registered office at 22Camac Street Kolkata and has 9 branch offices in various cities in India. The Audit Firmhas valid Peer Review certificate and is part of S.R. Batliboi & Affiliates network ofaudit firms. It is primarily engaged in providing audit and assurance services to itsclients.

Your Company has received eligibility letter from M/s. S R B C & CO LLP (FirmRegistration No. 324982E/E300003) Chartered Accountants Mumbai as the StatutoryAuditors stating their appointment is within the limits prescribed under Section141(3)(g) of the Companies Act 2013 and they are not disqualified from continuing asStatutory Auditors of your Company in terms of Section 141 of the Companies Act 2013 andrelated Rules to continue as the Statutory Auditors of your Company for financial year2019-20. As required under Regulation 33(1)(d) of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 the auditors havealso confirmed that they hold a valid certificate issued by the Peer Review Board of theInstitute of Chartered Accountants of India.

The Statutory Auditors have issued a clean report on the financials of your Company andhave not issued any qualifications for the financial year ended 31st March2019.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 your Companyhas appointed M/s. Pramod S. Shah & Associates a firm of Company Secretaries inPractice Mumbai to undertake the Secretarial Audit of your Company for the year ended 31stMarch 2019. The Board of Directors of your Company has appointed M/s. Pramod S. Shah& Associates a firm of Company Secretaries in Practice Mumbai to carry outSecretarial Audit of your Company for Financial Year 2019-20.

Internal Auditors:

The Board of Directors has appointed M/s. Deloitte Haskins & Sells LLP (FirmRegistration No. 117366W/W-100018) Chartered Accountants as Internal Auditors of yourCompany for financial year 2019-20.

General:

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:Details relating to deposits covered under Chapter V of the Act.

Issue of equity shares with differential rights as to dividend voting orotherwise.

Issue of shares (including sweat equity shares) to employees of your Companyunder any scheme.

Neither the Managing Director nor the Whole-time Directors of your Companyreceive any remuneration or commission from any of its wholly owned subsidiaries.

No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

Acknowledgement:

Your Directors place on record their deep appreciation to employees at all levels fortheir hard work dedication and commitment.

The Board place on record its appreciation for the support and co-operation yourCompany has been receiving from its investors customers vendors bankers financialinstitutions business associates Central & State Government authorities Regulatoryauthorities and Stock Exchanges.

Cautionary Statement:

Statement in the Board's Report and the Management Discussion and Analysis describingyour Company's objectives expectations or forecasts may be forward-looking within themeaning of applicable securities laws and regulations. Actual results may differmaterially from those expressed in the statement. Important factors that could influenceyour Company's operations include global and domestic demand and supply conditionsaffecting selling price of finished goods input availability and prices changes ingovernment regulations tax laws economic developments within the country and otherfactors such as litigation and industrial relations.

For and on behalf of the Board of Directors of
Tribhovandas Bhimji Zaveri Limited
Shrikant Zaveri Raashi Zaveri
Date: 12th August 2019 Chairman & Managing Director Whole-time Director
Place: Mumbai (DIN: 00263725) (DIN: 00713688)