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Tribhovandas Bhimji Zaveri Ltd.

BSE: 534369 Sector: Consumer
NSE: TBZ ISIN Code: INE760L01018
BSE 16:01 | 16 Aug 73.00 2.15
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69.20

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73.40

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69.20

NSE 15:58 | 16 Aug 72.85 1.95
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70.50

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74.45

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OPEN 69.20
PREVIOUS CLOSE 70.85
VOLUME 27732
52-Week high 155.00
52-Week low 68.70
P/E 29.44
Mkt Cap.(Rs cr) 487
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 69.20
CLOSE 70.85
VOLUME 27732
52-Week high 155.00
52-Week low 68.70
P/E 29.44
Mkt Cap.(Rs cr) 487
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

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 Eleventh 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 2018:

Financial Results:

The financial performance of your Company for the financial year ended 31stMarch 2018 is summarized below:

Particulars

Standalone Financials

31-Mar-18 31-Mar-17
(Rs. in Lakhs) (Rs. in Lakhs)
Revenue from operations 175568.51 169796.20
Earnings before Finance Cost Depreciation and Amortization 7309.87 7053.18
Add: Other Income 704.27 406.43
Less: Finance Cost 3974.34 5022.11
Less: Depreciation and Amortization expenses 849.35 870.61
Net Profit before exceptional items & Taxes 3190.45 1566.89
Add: Exceptional items - -
Net Profit for the year before Taxes 3190.45 1566.89
Less: Provision for Taxes
Current Tax / MAT 981.00 165.27
MAT Credit - (165.27)
Deferred Tax Charge 103.97 83.02
Provision pertaining to earlier years - (190.35)
Profit for the year 2105.48 1674.22
Add: Other Comprehensive income (36.42) (25.41)
Total comprehensive income for the year 2069.06 1648.81
Add: Balance Brought Forward from Previous Year 21732.16 20083.35
Surplus Available for Appropriation 23801.23 21732.16
Appropriations:
Transfer to General Reserve - -
Total Appropriations - -
Surplus Available after Appropriation 23801.23 21732.16
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 41994.05 39924.98

Financial Performance:

Your Company has reported revenue profit during the financial year 2017-18. Totalincome increased to ' 176272.78 Lakhs from ' 170202.63 Lakhs in the previous financialyear at an increased rate of 3.57%. The profit before tax increased to ' 3190.45 Lakhsup by 103.62% while net profit after tax increased to ' 2105.48 Lakhs up by 25.76%.

The Gross Profit Margin for the financial year 2017-18 has increased to 14.02% ascompared to 13.94% in the previous financial year. In the absolute term the Gross Profithas increased to ' 24609.98 Lakhs as compared to ' 23677.60 Lakhs during the previousfinancial year.

The EBITDA for the financial year 2017-18 has increased to 4.16% as compared to 4.15%in the previous financial year.

During the current financial year your Company has opened four owned mall stores atSea Woods Mall Navi Mumbai R-City Mall Ghatkopar (West) Phoenix Mall Lower Parel andPhoenix Mall Pune and shut down one store at Aurangabad Maharashtra. Your Company hasalso opened two new franchisee stores at Jamnagar Gujarat and Bhopal Madhya Pradeshtotaling the number of showrooms to thirty seven in twenty six cities and eleven states.

Dividend:

Your Directors are pleased to recommend the dividend of 7.50% i.e. dividend of ' 0.75(Seventy Five Paise only) per equity share of face value of ' 10 each for the financialyear ended 31st March 2018 subject to the approval of the Members at theensuing Annual General Meeting against the dividend of ' NIL per equity share of facevalue of ' 10 each i.e. NIL% for the previous financial year ended 31st March2017. Your Company will pay the tax on dividend as per the provisions of the Income TaxAct 1961. It is not proposed to transfer any amount to General Reserve for the year underreview.

The total outgo for the current financial year amounts to ' 60335471 (Rupees SixCrores Three Lakhs Thirty Five Thousand Four Hundred Seventy One only) including dividenddistribution tax of ' 10287506 (Rupees One Crore Two Lakhs Eighty Seven Thousand FiveHundred Six only) for the current financial year ended 31st March 2018 ascompared to the dividend of ' NIL for the previous financial year ended 31stMarch 2017.

Changes in Nature of Business if any:

During the financial year 2017-18 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 2018 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 2017-18 there was no change in the Authorised Share Capitalof your Company.

changes in Paid-up Share capital:

During the financial year 2017-18 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 Company www.tbztheoriginal.com . Further as per fourthproviso of the said section audited annual accounts of the subsidiary company has alsobeen placed on the website of your Company www.tbztheoriginal.com . Members interested inobtaining a copy of the audited annual accounts of the wholly owned subsidiary company maywrite to the Company Secretary at your Company's corporate office or email to investors@tbzoriginal.com .

For the year under review your Company has two wholly owned subsidiaries namely; (i)Tribhovandas Bhimji Zaveri (Bombay) Limited and (ii) Konfiaance Jewellery Private Limited.But as on 31st March 2018 your Company has only one subsidiary company namely;Tribhovandas Bhimji Zaveri (Bombay) Limited.

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 have 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 haveapproved by way of Special Resolution the winding up of the affairs of the company byMembers' Voluntary Liquidation Process. Your Company has 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 is under the process of Voluntary Liquidation. The Voluntary Liquidation processhas begun on 28th August 2017 in pursuance of provisions

of Section 59 of the Insolvency and Bankruptcy Code 2016 and Insolvency and BankruptcyBoard of India (Voluntary Liquidation Process) Regulations 2017 and the process ofvoluntary liquidation has been completed on 31st March 2018. As required underRegulation 38 (2) and (3) of the Insolvency and Bankruptcy Board of India (VoluntaryLiquidation Process) Regulations 2017 the liquidator has prepared and submitted thefinal report to the Insolvency and Bankruptcy Board of India and the Registrar ofCompanies and the application for dissolution of the company is being filed with theNational Company Law Tribunal as required by Section 59 (7) and all other applicableprovisions of the Insolvency and Bankruptcy Code 2016.

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: http://www.tbztheoriginal .com/pdf/TBZ-Material%20Subsidiary% 20Policy.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.

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. Thesaid property is taken on Leave & License basis from your Company (i.e. holdingcompany).

Tribhovandas Bhimji Zaveri (Bombay) Limited during the financial year 2017-18 hasreported a total revenue of ' 2028.83 Lakhs and has incurred profit before tax of ' 14.17Lakhs and profit after tax of ' 11.46 Lakhs.

Performance/ State of Company's Affairs:

As on 31st March 2018 your Company was operating from thirty sevenshowrooms in twenty six cities and eleven states out of which thirty two showrooms are itsown showrooms and five franchise showrooms and your Company has one Corporate Office atTulsiani Chambers Nariman Point.

Recent Development(s):

During the current financial year your Company has opened four owned mall stores atSea Woods Mall Navi Mumbai R-City Mall Ghatkopar (West) Phoenix Mall Lower Parel and

Phoenix Mall Pune and shut down one store at Aurangabad Maharashtra. Your Company hasalso opened two new franchisee stores at Jamnagar Gujarat and Bhopal Madhya Pradeshtotaling the number of showrooms to thirty seven in twenty six cities and eleven states.

Awards & Recognition:

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

Year Awards
2017 'India's most preferred jewellery brand' award given by UBM India

New Product Launch:

Wedding collection: Every year your Company is coming out with new 'Wedding Collection'as the iconic jewellery brand with a legacy of over 152 year introduced its new collectionof diamond and gold jewellery to mark the beginning of the festive and wedding season. NoTwo Brides are the Same was the theme of this year's wedding TVC & Collection. As itcelebrated the unique spirit of each bride with specially crafted jewellery to suit thedifferent personalities. The TVC encouraged the bride to be exactly what she has alwaysdreamt to be however crazy it is.

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' (Reaffirmed) vide letter Ref. No.TBZPL/18209/BLR/061717651 dated 21st June 2017 which is stated as follows:

Total Bank Loan Facilities Rated ' 7350 Million
Long-Term Rating CRISIL BBB+/ Stable (Reaffirmed)

Decrease in inventories:

The inventory of your Company as on 31st March 2018 has decreased by '540.80 Lakhs as compared to the inventory on 31st March 2017. The decrease ininventory is due to inventory rationalisation.

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 ofthe combined instrument vary in a way similar to a standalone derivative. An embeddedderivative causes 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.

Derivative are initially measured at fair value. Subsequent to initial recognitionderivative are 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 2018 (31stMarch 2017: 20 kgs was outstanding). Hedging loss is ' 9.99 Lakhs as on 31stMarch 2018 (31st March 2017: Mark to market loss of ' 1.16 Lakhs) isaccounted in other expenses.

Related Party Transactions:

All contracts/ arrangements/ transactions entered by your Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. During the year there are no materially significant related party transactionsentered by your Company with Promoters Directors Key Managerial Personnel or otherdesignated persons which may have a potential conflict with the interest of your Companyat large.

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 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: http://www.tbztheoriginal.com/pdf/Policy%20on%20Materialitv%20of%20Related%20Partv%20Transcations%20 &%20Dealing%20with%20RPT.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 ' 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 in accordancewith 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/pdf/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 inthe Corporate Governance Report forming part of this Annual Report.

As part of initiatives under "Corporate Social Responsibility (CSR)" for thefinancial year 2017-18 your Company has shortlisted the specific activities/ projects inthe area of (a) 'Promoting Healthcare including Preventive Healthcare' which is fallingunder item (i) of Schedule VII of the Act; (b) 'Promoting Education' which is fallingunder item (ii) of Schedule VII of the Act and (c) 'Promoting gender equality and women'sempowerment which is falling under item (iii) of Schedule VII of the Act. Your Companywill also undertake other need based initiatives in compliance with Schedule VII to theAct.

As per Section 135 of the Companies Act 2013 the total amount of CSR contribution iscoming to ' 2301402 (Rupees Twenty Three Lakhs One Thousand Four Hundred and Two Only)for the financial year 2017-18. You Company has made total CSR contribution of ' 2303200(Rupees twenty three Lakhs three thousand Two Hundred only) for the financial year2017-18. The prescribed CSR Expenditure required to be done by your Company has been spendas CSR activities for the financial year 2017-18. During the financial year 2017-18 thereis no amount left unspent for the financial year 2017-18.

The total CSR contribution of ' 2303200 (Rupees Twenty Three Lakhs Three Thousand TwoHundred only) were contributed to (1) Cancer Patient Aid Association (CPAA) of ' 360000for Promoting Healthcare including Preventive Healthcare; (2) West Wind Association of '50000 for Promotion of Education Activities; (3) Under CSR Activity of your Companycarries out CSR Activities for promoting gender equality and women's empowerment under itsmain project known as "Pankhi Project" Your Company has made total CSRContribution of ' 1893200 for the financial year 2017-18 and out of which ' 60000 wasincurred towards administrative expenses and balance ' 1833200 made to variousorganisations such as: (a) Baroda Citizen Council (BCC) of ' 396000 for providing familycounseling; (b) Ahmedabad Women's Action Group (AWAG) of ' 396000 for providing familycounseling; (c) Stree Mukti Sangathan of ' 506200; (d) Bharatiya Stree Shakti of '535000. These NGO'S/ organization carry out projects which are largely in accordance withSchedule 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 - A"

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 year.

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 to retire byrotation 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. Raashi Zaveri (DIN: 00713688) Whole-time Director of your Company retires byrotation at the 11th Annual General Meeting of your Company and beingeligible offers herself for re-appointment.

Members at 9th Annual General Meeting of your Company held on 19thSeptember 2016 have re-appointed Mr. Shrikant Zaveri (DIN: 00263725) Chairman &Managing Director and Ms. Binaisha Zaveri (DIN: 00263657) and Ms. Raashi Zaveri (DIN:00713688) Whole-time Directors of your Company for the period of five years from 1stJanuary 2016 to 31st December 2020 and fixed their remuneration for theperiod of three years i.e. from 1st January 2016 to 31st December2018. Your Company proposes to fix the remuneration payable to Mr. Shrikant Zaveri (DIN:00263725) Chairman & Managing Director and Ms. Binaisha Zaveri (DIN: 00263657) andMs. Raashi Zaveri (DIN: 00713688) Whole-time Directors of your Company for the balanceperiod of two years of their term

i.e. from 1st January 2019 to 31st December 2020 subject to theapproval of Members by way of Special Resolution at the ensuing 11th AnnualGeneral Meeting of your Company and the details of the same will be available in theNotice of Annual General Meeting forming part of the Annual Report.

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. Sanjay Asher(DIN: 00008221); Independent Directors of your Company were appointed to hold office forthe period of first term of five consecutive years upto 31st March 2019 inthe 7th Annual General Meeting of your Company held on 24thSeptember 2014. As per provisions of the Companies Act 2013 Independent Directors shallnot be liable to retire by rotation.

The current tenure i.e. the first term of five consecutive years of appointment of allthree Non-Executive Independent Directors namely Mr. Kamlesh Vikamsey (DIN: 00059620)Mr. Ajay Mehta (DIN: 00028405) and Mr. Sanjay Asher (DIN: 00008221); is expiring on 31stMarch 2019. The terms of appointment of all three Independent Directors are not expiringat this Annual General Meeting. As per the requirement of Sections149 152 and all otherapplicable provisions of the Companies Act 2013 read with the Companies (Appointment andQualification of Directors) Rules 2014 along with Schedule IV of the Act (including anystatutory modification(s) or reenactment thereof for the time being in force) and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the IndependentDirectors are eligible for re-appointment for the further / second term of fiveconsecutive years subject to approval of Members by way of Special Resolution at theensuing 11th Annual General Meeting.

The members of the Nomination and Remuneration Committee in their meeting held on 2ndMay 2018 have reviewed and evaluated the performance of all three Independent Directorsfor the current and past few years and have approved and recommended to the Board for there-appointment of all three Non-Executive Independent Directors namely Mr. KamleshVikamsey (DIN: 00059620) Mr. Sanjay Asher (DIN:00008221) and Mr. Ajay Mehta (DIN:00028405) as per the requirement of provisions of Section 160 and all other applicableprovisions of the Companies Act 2013.

Based on the approval and recommendation of the members of the Nomination andRemuneration Committee the Board has reviewed and evaluated the performance of current aswell as past few years of all three Independent Directors and based on evaluation ofperformance the Board considered that their continued association would be of immensebenefit to your Company and it is desirable to continue to avail services of all threeIndependent Directors namely Mr. Kamlesh Vikamsey (DIN: 00059620) Mr. Sanjay Asher(DIN:00008221) and Mr. Ajay Mehta (DIN: 00028405) as Non-Executive Independent Directors.Accordingly the Board has approved and recommends to re-appointment of Mr. KamleshVikamsey (DIN: 00059620) Mr. Sanjay Asher (DIN:00008221) and Mr. Ajay Mehta (DIN:00028405) as an Independent Directors (Non-Executive) for a further / second term of fiveconsecutive years with effect from 1st April 2019; i.e. from 1stApril 2019 to 31st March 2024 as per provision of Section 149(10) of theCompanies Act 2013 and these Independent Directors shall not be liable to retire byrotation at every Annual General Meeting of your Company pursuant to provision of Section149(13) read with Section 152 of the Act subject to approval of the Members by way ofSpecial Resolution at ensuing 11th Annual General Meeting.

Your Company has received the Notice from a Member proposing candidature of all threeIndependent Directors namely Mr. Kamlesh Vikamsey (DIN: 00059620) Mr. Sanjay Asher(DIN:00008221) and Mr. Ajay Mehta (DIN: 00028405) for the office of Independent Directorof your Company as per requirement of Section 160 of the Companies Act 2013 and theirre-appointment is approved and recommended to the Board by the members of the Nominationand Remuneration Committee. In the opinion of the Board Mr. Kamlesh Vikamsey (DIN:00059620) Mr. Sanjay Asher (DIN:00008221) and Mr. Ajay Mehta (DIN: 00028405) fulfils theconditions specified in the Companies Act 2013 and Rules made thereunder and applicableRegulations of SEBI (Listing Obligations and

Disclosure Requirements) Regulations 2015 for their reappointment for further/ secondterm of consecutive five years as an Independent Directors of your Company and areindependent of the Management. Your Company has received declaration of independence fromaforesaid Independent Directors as prescribed under Section 149(6) of the Companies Act2013 and SEBI(LODR) Regulations 2015.

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: http:// www.tbztheoriginal.com/pdf/TBZ-Familiarisation%20Program(17-18).pdf.

Statement of Declaration given by independent Directors under Section 149(7) of theCompanies Act 2013:

All the Independent Directors have given declarations under Section 149(7) of theCompanies Act 2013 that they meet the criteria of independence as laid down underSection 149(6) of the Companies Act 2013.

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 and Ms.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 agroup within the Board. Theprocess includes multi layeredevaluation based on well-defined criteria consisting ofrelevantparameters.

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 hascarried out an annual performance evaluation of its own performance and of its Directorsindividually Chairperson of your Company as well as the evaluation of the working of itsCommittees. The manner in which evaluation has been carried out has been explained indetail in the Corporate 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 - D".

Number of Meetings:

A calendar of Meetings is prepared and circulated in advance to the Directors.

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 2017-18 five Board Meetings were convened and held on 3rdMay 2017 2nd August 2017 19th September 2017 29thNovember 2017 and 5th February 2018. Total four Audit Committee Meetings wereconvened and held on 3rd May 2017 2nd August 2017 29thNovember 2017 and 5th February 2018. 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 2018were 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 - ' 144.04 Lakhs
Outflow - ' 150.18 Lakhs

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 interalia 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: http:// www.tbztheoriginal.com/pdf/TBZ-Whistle%20Blower%20Policy.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 1253 as on 31st March 2018. 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 no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. {There was no complaint received from any employee during thefinancial year 2017-18 and hence no complaint is outstanding as on 31st March2018 for redressal}.

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 Managerial Personnel) Rules 2014 a statement showingthe names and other particulars of the employees drawing remuneration in excess of thelimits set out in the said rules are provided in the Annual Report. (Refer "Annexure- F").

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 - E").

Extract of Annual Return:

In accordance with Section 134(3)(a) of the Companies Act 2013 read with Rule 12(1) ofthe Companies (Management and Administration) Rules 2014 an extract of the Annual Returnin the prescribed format (in form MGT 9) is annexed herewith as "Annexure - C".

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 2018.

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 2018. 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.

employee Stock option Scheme (ESoP):

For the current financial year 2017-18 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.

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

Pursuant to Section 143 (12) of the Companies Act 2013 there are no instance(s) offraud reported by the Auditors during the Financial Year 2017-18.

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 term of appointment of M/s. B S R & Co. LLP (Firm Registration No.101248W/W-100022) Chartered Accountants Mumbai as Statutory Auditors of your Company toaudit financial accounts for the balance four financial years from 2014-15 to 2017-18 isexpiring at ensuing 11th Annual General Meeting of your Company and their groupis completing ten years' terms of appointment as the Statutory Auditors as per therequirement of Section 139 of the Companies Act 2013.

As per the provisions of Sections 139 141 142 and all other applicable provisions ofthe Companies Act 2013 read with the applicable rules of the Companies (Audit andAuditors) Rules 2014 (including any statutory modification(s) or re-enactment thereoffor the time being in force) and as per the approval and recommendation of the members ofthe Audit Committee to the Board the Board of Directors of your Company subject to theapproval of Members by way of Ordinary Resolution at the ensuing 11th AnnualGeneral Meeting of your Company is proposing appointment of M/s. S R B C & CO LLP(Firm Registration No. 324982E/E300003) Chartered Accountants as Statutory Auditors ofyour Company in place of M/s. B S R & Co. LLP (Firm Registration No.101248W/W-100022) Chartered Accountants Mumbai retiring Statutory Auditors for theperiod of first term of five consecutive years i.e. from 11th Annual GeneralMeeting to be held in year 2018 till the conclusion of 16th Annual GeneralMeeting of your Company to be held in year 2023 subject to ratification of appointment atevery Annual General Meeting at a remuneration as may be mutually agreed to between theBoard of Directors and M/s. S R B C & CO LLP plus applicable taxes out-of-pocketexpenses travelling and other expenses in connection with the work of audit to becarried out by them.

A resolution proposing appointment of M/s. S R B C & CO LLP (Firm Registration No.324982E/E300003) Chartered Accountants as Statutory Auditors of your Company pursuant toSection 139 and all other applicable provisions of the Companies Act 2013 forms part ofthe Notice.

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 the eligibility letter from M/s. S R B C & CO LLP (FirmRegistration No. 324982E/E300003) Chartered Accountants as the Statutory Auditors theappointment if made shall be within the limits prescribed under Section 141(3)

(g) of the Companies Act 2013 and they are not disqualified in terms of Section 141 ofthe Companies Act 2013 and related Rules for the appointment as the Statutory Auditors ofyour Company for financial year 2018-19 i.e. from 11th AGM of your

Company. As required under Regulation 33(1)(d) of Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 the auditorshave also confirmed that they hold a valid certificate issued by the Peer Review Board ofthe Institute of Chartered Accountants of India.

Your Directors propose the appointment of M/s. S R B C & CO LLP (FRN324982E/E300003) Chartered Accountants as the Statutory Auditors of your Company for theperiod of first term of five consecutive years i.e. from 11th Annual GeneralMeeting to be held in year 2018 till the conclusion of 16th Annual GeneralMeeting of your Company to be held in year 2023.

M/s. B S R & Co. LLP (Firm Registration No. 101248W/W-100022) CharteredAccountants Mumbai existing Statutory Auditors of your Company have issued a cleanreport on the financials of your Company and have not issued any qualifications for thefinancial year ended 31st March 2018.

Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 your Company hasappointed M/s. Pramod S. Shah & Associates a firm of Company Secretaries in PracticeMumbai to undertake the Secretarial Audit of your Company. The Report of the SecretarialAudit Report (in Form No. MR - 3) is annexed herewith as "Annexure - B".

internal Audit:

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 2018-19.

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 Binaisha Zaveri
chairman & Managing Director Whole-time Director
(DiN: 00263725) (DiN: 00263657)
Date: 2nd May 2018
Place: Mumbai