Your Directors have pleasure in presenting the Directors' Report andthe Audited Statement of Accounts (including consolidated financial statements) of theCompany for the Financial Year ended 31st March 2022.
1. FINANCIAL SUMMARY/HIGHLIGHTS OPERATIONS STATE OF AFFAIRS:
The performance of the Company during the year has been as under:
(Amount in Lakhs)
|Particulars || |
|2021-22 ||2020-21 ||2021-22 ||2020-21 |
|Total Income ||-- ||2.96 ||-- ||2.96 |
|Total Expenditure ||17.54 ||43.57 ||20.94 ||44.43 |
|Profit Before Tax ||(17.54) ||(40.61) ||(20.94) ||(41.46) |
|Exceptional Items ||-- ||-- ||-- ||-- |
|Provision for Tax ||(3.63) ||(1.52) ||(3.63) ||(1.52) |
|Profit after Tax ||(13.91) ||(39.08) ||(17.31) ||(39.94) |
|Minority Interest ||-- ||-- ||-- ||-- |
|Other Comprehensive Income ||-- ||-- ||-- ||-- |
|Total Comprehensive Income ||(13.91) ||(39.08) ||(17.31) ||(39.94) |
|Earning per Equity share Basic ||(0.19) ||(0.05) ||(0.24) ||(0.55) |
|Diluted (in Rs.) ||(0.19) ||(0.05) ||(0.24) ||(0.55) |
REVIEW OF OPERATIONS:
Standalone: Your Company during the year under review could notgenerate any revenue. However the Company incurred a net loss of Rs. 13.91 Lakhs ascompared to revenue and Rs. 2.96 Lakhs and a net loss of Rs.39.08 Lakhs incurred in theprevious financial year.
Consolidated: Your Company during the year under review could notgenerate any revenue. However the Company incurred a net loss of Rs. 17.31 lakhs ascompared to revenue of Rs. 2.96 Lakhs and net loss of Rs. 39.94 Lakhs incurred in theprevious financial year.
2. BUSINESS UPDATE AND STATE OF COMPANY'S AFFAIRS:
The information on Company's affairs and related aspects is providedunder Management Discussion and Analysis report which has been prepared inter-alia incompliance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)regulations 2015 and forms part of this Report.
3. CHANGE IN THE NATURE OF THE BUSINESS IF ANY:
During the period under review and the date of Board's Report there wasno change in the nature of Business.
The Closing balance of reserves including retained earnings of theCompany as at March 31st 2022 is Rs. 0.21 Lakhs.
Your Directors have decided not to recommend dividend for the year2021-22.
6. MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITIONOF THE COMPANY:
There are no major material changes and commitments affecting thefinancial position of the Company after the end of the financial year and up to date ofthis report (i.e.05.09.2022).
7. BOARD MEETINGS:
The Board of Directors duly met five (5) times during the financialyear from 1st April 2021 to 31st March 2022. The dates on which the meetings were held are29.06.2021 13.08.2021 13.09.2021 13.11.2021 12.02.2022.
8. REGISTERED OFFICE:
The Company's Registered office has been shifted from Plot No. 29Kharkhana Road HACP Colony Secunderabad Hyderabad - 500009Telangana to PanchasheelEnclave Yapral Hyderabad- 500087 Telangana w.e.f. 13.09.2021.
9. APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OF DIRECTORS/CEO/ CFO AND KEY MANANGERIAL PERSONNEL:
Following Appointments have taken place till the date of this report
|S. No ||Name of the Director/KMP ||Designation ||Date |
|1. ||Mr. Bharath Kumar Palatla ||Whole Time Director ||20.07.2022 |
|2. ||Ms. Shaista Parveen Farid Palkat ||Independent Director ||30.09.2021 |
|3. ||Mr. Vellaboyina Mahesh Kumar ||Independent Director ||30.09.2021 |
|4. ||*Mr. Y. Rama Mohan Reddy ||Non- Executive Director ||14.09.2021 |
* Change in Designation from Whole Time Director to Non- ExecutiveDirector b) Resignations:
Following Resignations have taken place till the date of this report
|S. No ||Name of the Director/KMP ||Designation ||Date |
|1. ||Mr. Kiran Kumar Gali ||Whole Time Director ||20.07.2022 |
|2. ||Mr. AkiluRahama n Khan ||Independent Director ||13.09.2021 |
|3. ||Mr. Satish Kumar Yerneni ||Independent Director ||13.09.2021 |
|4. ||Mr. Ganesh Vithal Kamath ||Independent Director ||30.09.2021 |
|5. ||Mrs. Vanaja Kumari Dokiparthi ||Independent Director ||30.09.2021 |
|6. ||Ms. Ankita Maheshwari ||Company Secretary ||26.07.2022 |
The Board places on record its sincere appreciation for the servicesrendered by the Directors/KMP during their association with the Company.
10. REVISION OF FINANCIAL STATEMENTS :
There was no revision of the financial statements for the year underreview.
11. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:
The Company has received declarations from all the IndependentDirectors of the Company to the effect that they are meeting the criteria of independenceas provided in Sub-Section (6) of Section 149 of the Companies Act 2013 and Regulation 25of SEBi (Listing Obligations and Disclosure Requirements) Regulations 2015.
The Independent Directors have also confirmed that they have compliedwith the Company's Code of Conduct.
In terms of Regulations 25(8) of the Listing Regulations theIndependent Directors have confirmed that they are not aware of any circumstance orsituation which exists or may be reasonably anticipated that could impair or impacttheir ability to discharge their duties with an objective independent judgment and withoutany external influence.
In the opinion of the Board all the Independent Directors possessrequisite qualifications experience expertise and hold high standards of integrity forthe purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules 2014.
12. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:
Independent Directors are familiarized about the Company's operationsand businesses. Interaction with the Business heads and key executives of the Company isalso facilitated. Detailed presentations on important policies of the Company is also madeto the directors. Direct meetings with the Chairman are further facilitated to familiarizethe incumbent Director about the Company/its businesses and the group practices.
13. POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS'INDEPENDENCE:
This policy sets out the guiding principles for the Nomination &Remuneration Committee for identifying persons who are qualified to become Directors andto determine the independence of Directors in case of their appointment as independentDirectors of the Company.
2. Terms and References:
2.1 "Director" means a director appointed to the Board of aCompany.
2.2 "Nomination and Remuneration Committee means the committeeconstituted in accordance with the provisions of Section 178 of the Companies Act 2013and reg. 19 of SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015.
2.3 "Independent Director" means a director referred to insub-section (6) of
Section 149 of the Companies Act 2013 and Regulation 16(1) (b) of theSEBI (Listing obligations and Disclosure Requirements) Regulations 2015.
3.1. Qualifications and criteria
3.1.1 The Nomination and Remuneration Committee and the Board shall
review on annual basis appropriate skills knowledge and experiencerequired of the Board as a whole and its individual members. The objective is to have aboard with diverse background and experience that are relevant for the Company'soperations.
3.1.2 In evaluating the suitability of individual Board member the NRCommittee may take into account factors such as:
General understanding of the Company's business dynamics globalbusiness and social perspective;
Educational and professional background
Standing in the profession;
Personal and professional ethics integrity and values;
Willingness to devote sufficient time and energy in carrying out theirduties and responsibilities effectively.
3.1.3 The proposed appointee shall also fulfil the followingrequirements:
shall possess a Director Identification Number;
shall not be disqualified under the Companies Act 2013;
shall Endeavour to attend all Board Meeting and wherever he isappointed as a Committee Member the Committee Meeting;
shall abide by the code of Conduct established by the Companyfor Directors and senior Management personnel;
shall disclose his concern or interest in any Company orcompanies or bodies corporate firms or other association of individuals including hisshareholding at the first meeting of the Board in every financial year and thereafterwhenever there is a change in the disclosures already made;
Such other requirements as may be prescribed from time to timeunder the Companies Act 2013 SEBI (Listing obligations and Disclosure Requirements)Regulations 2015and other relevant laws.
3.1.4 The Nomination & Remuneration Committee shall evaluate eachindividual with the objective of having a group that best enables the success of theCompany's business.
3.2 Criteria of independence
3.2.1 The Nomination & Remuneration Committee shall assess theindependence of Directors at time of appointment/ re-appointment and the Board shallassess the same annually.
The Board shall re-assess determinations of independence when any newinterest or relationships are disclosed by a Director.
3.2.2 The criteria of independence shall be in accordance withguidelines as laid down in Companies Act 2013 and reg. 16(1) (b) of the SEBI (Listingobligations and Disclosure Requirements) Regulations 2015.
3.2.3 The Independent Director shall abide by the "Code forIndependent
Directors "as specified in Schedule IV to the companies Act 2013.
3.3 Other Directorships/ Committee Memberships
3.3.1 The Board members are expected to have adequate time andexpertise and experience to contribute to effective Board performance Accordingly membersshould voluntarily limit their directorships in other listed public limited companies insuch a way that it does not interfere with their role as Director of the Company. The NRCommittee shall take into account the nature of and the time involved in a DirectorService on other Boards in evaluating the suitability of the individual Director andmaking its recommendations to the Board.
A Director shall not serve as director in more than 20 companies ofwhich not more than10 shall be public limited companies.
3.3.3 A Director shall not serve an independent Director in more than 7listed companies and not more than 3 listed companies in case he is serving as awhole-time Director in any listed Company.
3.3.4 A Director shall not be a member in more than 10 committee or actchairman of more than5 committee across all companies in which he holds directorships.
For the purpose of considering the limit of the committee Auditcommittee and stakeholder's relationship committee of all public limited companieswhether listed or not shall be included and all other companies including private limitedcompanies foreign companies and companies under section 8 of the Companies Act 2013shall be excluded.
Remuneration policy for Directors key managerial personnel and otheremployees
1.1 This policy sets out the guiding principles for the Nomination andRemuneration committee for recommending to the Board the remuneration of the directorskey managerial personnel and other employees of the Company.
2. Terms and Reference:
In this policy the following terms shall have the following meanings:
2.1 "Director" means a Director appointed to the Board of theCompany.
2.2 "key managerial personnel" means
(i) The Chief Executive Office or the managing director or the manager;
(ii) The Company secretary;
(iii) The whole-time director;
(iv) The chief finance Officer; and
(v) Such other office as may be prescribed under the companies Act2013
2.3 "Nomination and Remuneration Committee" means thecommittee constituted by Board in accordance with the provisions of section 178 of thecompanies Act2013 and reg. 19 of SEBI (Listing obligations and Disclosure Requirements)Regulations 2015.
3.1 Remuneration to Executive Director and Key Managerial Personnel
3.1.1 The Board on the recommendation of the Nomination andRemuneration (NR) committee shall review and approve the remuneration payable to theExecutive Director of the Company within the overall approved by the shareholders.
3.1.2 The Board on the recommendation of the NR committee shall alsoreview and approve the remuneration payable to the key managerial personnel of theCompany.
3.1.3 The Remuneration structure to the Executive Director and keymanagerial personnel shall include the following components:
(i) Basic pay
(ii) Perquisites and Allowances
(iii) Commission (Applicable in case of Executive Directors)
(iv) Retrial benefits
(v) Annual performance Bonus
3.1.4 The Annual plan and Objectives for Executive committee shall bereviewed by the NR committee and Annual performance Bonus will be approved by thecommittee based on the achievement against the Annual plan and Objectives.
3.2 Remuneration to Non-Executive Directors
3.2.1 The Board on the recommendation of the Nomination andRemuneration Committee shall review and approve the remuneration payable to theNon-Executive Directors of the Company within the overall limits approved by theshareholders as per provisions of the Companies act.
3.2.2 Non-Executive Directors shall be entitled to sitting feesattending the meetings of the Board and the Committees thereof. The NonExecutive Directorsshall also be entitled to profit related commission in addition to the sitting fees.
3.3. Remuneration to other employees
3.3.1. Employees shall be assigned grades according to theirqualifications and work experience competencies as well as their roles andresponsibilities in the organization. Individual remuneration shall be determined withinthe appropriate grade and shall be based on various factors such as job profile skillsets seniority experience and prevailing remuneration levels for equivalent jobs.
14. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 134(3)(c) and 134(5) of theCompanies Act 2013 and on the basis of explanation given by the executives of the Companyand subject to disclosures in the Annual Accounts of the Company from time to time westate as under:
1. That in the preparation of the annual accounts the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures;
2. That the Directors have selected such accounting policies andapplied them consistently and made judgment and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the Company at the end ofthe financial year and of the profit or loss of the Company for that period;
3. That the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
4. That the Directors have prepared the annual accounts on a goingconcern basis:
5. That the Directors have lain down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and areoperating effectively; and
6. That the Directors have devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems are adequate andoperating effectively.
15. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
Pursuant to the provisions of Section 124 of the Act InvestorEducation and Protection Fund Authority (Accounting Audit Transfer and Refund) Rules2016 ("IEPF Rules") read with the relevant circulars and amendments thereto theamount of dividend/equity shares remaining unpaid or unclaimed for a period of seven yearsfrom the due date is required to be transferred to the Investor Education and ProtectionFund ("IEPF") constituted by the Central Government.
During the Year no amount of dividend was unpaid or unclaimed for aperiod of seven years and therefore no amounts/equity shares is required to be transferredto Investor Education and Provident Fund under the Section 125(1) and Section 125(2) ofthe Act.
16. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OFTHE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:
As on 31st March 2022 the Company has subsidiary namely M/s.TaazaInternational PTE Limited in Singapore The Financial performance of the subsidiary companyis mentioned in Form AOC- 1 in accordance with Section 129(3) of the Companies Act 2013which is annexed to this report as Annexure - I.
Further audited financial statements together with related informationand other reports of the subsidiary Company have also been placed on the website of theCompany at www.taazastores.com.
Taaza General Trading FZC Dubai ceases to be its subsidiary during theyear.
17. ANNUAL RETURN:
As required pursuant to Section 92(3) of the Companies Act 2013 andrule 12(1) of the Companies (Management and Administration) Rules 2014 an annual returnis disclosed on the website www.taazastores.com.
a. Statutory Auditors
The members of the Company in accordance with Section 139 of theCompanies Act 2013 had passed a resolution for appointment of M/s. V Ravi & Co. asstatutory auditors of the Company for a period of 5 years in the AGM held on 30.09.2019 tohold office up to the conclusion of 24th Annual General Meeting of the Company to be heldin the year 2023-2024.
The notes on accounts referred to in the auditors' report areselfexplanatory and therefore don't call for any further comments by the Board ofdirectors.
There are no qualifications or adverse remarks in the Auditors' Reportwhich require any clarification or explanation.
Statutory Auditors Report
The Board has duly reviewed the Statutory Auditor's Report on theAccounts for the year ended March 312022 and has noted that the same does not have anyreservation qualification or adverse remarks.
b. Secretarial Auditor
Pursuant to the provisions of Section 134(3) (f) & Section 204 ofthe Companies Act 2013 the Board has appointed M/s. Ankit Singhal & AssociatesPracticing Company Secretaries to undertake Secretarial Audit of the Company for financialyear ending 31.03.2022. The report of the Secretarial Auditor is enclosed herewith videAnnexure-II of this Report and the same does not have any reservation qualifications oradverse remarks except that the Company does not have an Internal Auditor.
The Company is in the process of appointment of Internal Auditor.Annual Secretarial Compliance Report
Annual Secretarial Compliance Report is not applicable to the Companyfor financial year ending 31.03.2022.
c. Cost Auditor
Maintenance of cost records and requirement of cost audit as prescribedunder the provisions of Section 148(1) of the Act are not applicable for the Company forthe year 2021-22.
d. Internal Auditor
The Company has not appointed any Internal Auditor as there is norevenue generation during the year.
19. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB SECTION(12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:
There have been no frauds reported by the auditor's u/s 143(12).
20. INTERNAL AUDIT AND FINANCIAL CONTROLS:
The Company has adequate internal controls consistent with the natureof business and size of the operations to effectively provide for safety of its assetsreliability of financial transactions with adequate checks and balances adherence toapplicable statues accounting policies approval procedures and to ensure optimum use ofavailable resources. These systems are reviewed and improved on a regular basis. It has acomprehensive budgetary control system to monitor revenue and expenditure against approvedbudget on an ongoing basis.
21. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The Company has not given loans Guarantees or made any investmentsattracting the provision of Section 186 of the Companies Act 2013 during the year underreview.
22. RELATED PARTY TRANSACTIONS:
Our Company has formulated a policy on related party transactions whichis also available on Company's website at www.taazastores.com. This policy deals with thereview and approval of related party transactions.
No related party transactions were entered into during the financialyear. There were no material significant related party transactions made by the Companywith the Promoters Directors Key Managerial Personnel or the Senior Management which mayhave a potential conflict with the interest of the Company at large.
There were no contracts or arrangements with related parties referredto in Section 188(1) of the Companies Act 2013 and therefore no transaction is reportedin the Form AOC-2 which is appended as Annexure III of this Report.
No related party transactions were required to be placed before theAudit Committee/Board for approval. Accordingly no Prior approval of the Audit Committeewas required to be obtained.
23. CONSOLIDATED FINANCIAL STATEMENTS:
In compliance with the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (hereinafter referred to as the ListingRegulations') and Section 129 of the Companies Act 2013 the Consolidated FinancialStatements which have been prepared by the Company in accordance with the applicableprovisions of the
Companies Act 2013 and the applicable Indian Accounting Standards (IndAS) forms part of this Annual Report.
24. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITSSUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:
During the year under review no Company has become or ceased to becomeits subsidiary joint venture or associate Company Except Taaza General Trading FZCDubai ceases to be its subsidiary during the year.
25. DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGYTECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars as prescribed under Section 134(3) (m) of the CompaniesAct 2013 is provided hereunder:
A. Conservation of Energy:
Your Company's operations are not energy intensive. Adequate measureshave been taken to conserve energy wherever possible by using energy efficient computersand purchase of energy efficient equipment.
B. Research & Development and Technology Absorption:
1. Research and Development (R&D): NIL
2. Technology absorption adoption and innovation: NIL
C. Foreign Exchange Earnings and Out Go:
Foreign Exchange Earnings: NIL Foreign Exchange Outgo: NIL
(I). AUDIT COMMITTEE
Audit committee: Terms of reference of Audit committee covers all thematters prescribed under Regulation 18 of the Listing Regulations and Section 177 of theAct 2013.
Brief Description of Terms of Reference: - Overview of the Company'sfinancial reporting process and disclosure of its financial information to ensure that thefinancial statements reflect a true and fair position and that sufficient and credibleinformation is disclosed.
i. Oversight of the Company's financial reporting process and thedisclosure of its financial information to ensure that the financial statement is correctsufficient and credible;
ii. Recommending the appointment and removal of External Auditorsfixation of audit fee and approval for payment for any other services;
iii. Review and monitor the auditor's independence and performance andeffectiveness of audit process.
iv. Approval of payment to statutory auditors for any other servicesrendered by them.
v. Review with the management and statutory auditors of the annualfinancial statements before submission to the Board with particular reference to:
(a) Matters required to be included in the Directors' ResponsibilityStatement to be included in the Board's Report in terms of clause (c) of sub-section (3)of Section 134 of the Companies Act 2013;
(b) Changes if any in accounting policies and practices and reasonsfor the same;
(c) Major accounting entries involving estimates based on the exerciseof judgment by management;
(d) Significant adjustments made in the financial statements arisingout of audit findings;
(e) Compliance with listing and other legal requirements relating tofinancial statements
(f) Disclosure of any related party transactions;
(g) Modified opinion(s) in the draft audit report;
vi. Review of the quarterly and half yearly financial results with themanagement and the statutory auditors;
vii. Examination of the financial statement and the auditors' reportthereon;
viii. Review and monitor statutory auditor's independence andperformance and effectiveness of audit process;
ix. Approval or any subsequent modification of transactions withrelated parties;
x. Scrutiny of inter-corporate loans and investments;
xi. Review of valuation of undertakings or assets of the Companywherever it is necessary;
xii. Evaluation of internal financial controls and risk managementsystems;
xiii. Review with the management statutory auditors and the internalauditors about the nature and scope of audits and of the adequacy of internal controlsystems;
xiv. Reviewing the adequacy of internal audit function if anyincluding the structure of the internal audit department staffing and seniority of theofficial heading the department reporting structure coverage and frequency of internalaudit;
xv. Reviewing the findings of any internal investigations by theinternal auditors into matters where there is suspected fraud or irregularity or a failureof internal control systems of a material nature and reporting the matter to the board;
xvi. Consideration of the reports of the internal auditors anddiscussion about their findings with the management and suggesting corrective actionswherever necessary;
xvii. Look into the reasons for any substantial defaults in payment tothe depositors debenture holders shareholders (in case of non-payment of declareddividend) and creditors if any;
xviii. Review the functioning of the whistle blower mechanism;
xix. Review and monitor the end use of funds raised through publicoffers and related matters;
xx. Approval of appointment of Chief Financial Officer after assessingthe qualifications experience and background etc. of the candidate;
xxi. Frame and review policies in relation to implementation of theCode of Conduct for Prevention of Insider Trading and supervise its implementation underthe overall supervision of the Board;
xxii. Discharge such duties and functions as indicated in theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 the Companies Act 2013 and the rules made thereunder from time totime.
Xxiii. Reviewing the utilization of loans and/ or advancesfrom/investment by the holding company in the subsidiary exceeding Rs. 100 Crores or 10%of the asset size of the subsidiary whichever is lower including existing loans /advances / investments existing as on the date of coming into force of this provision.
Xxiv. consider and comment on rationale cost-benefits and impact ofschemes involving merger demerger amalgamation etc. on the listed entity and itsshareholders.
Review of the following information:
management discussion and analysis of financial condition andresults of operations;
management letters / letters of internal control weaknessesissued by the statutory auditors;
internal audit reports relating to internal control weaknesses;
The appointment removal and terms of remuneration of the ChiefInternal Auditor shall be subject to review by the Audit Committee.
Statement of deviations as per SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015
Quarterly statement of deviation(s) including report ofmonitoring agency if applicable submitted to Stock Exchange(s) in terms of Regulation32(1).
Annual statement of funds utilized for purposes other than thosestated in the offer document /prospectus / notice in terms of Regulation 32(7).
The Audit Committee of the listed holding Company shall alsoreview the financial statements in particular the investments made by the unlistedsubsidiary Company.
Carrying out any other function as may be referred to theCommittee by the Board.
Authority to review / investigate into any matter covered bySection 177 of the Companies Act 2013 and matters specified in Part C of Schedule II ofthe Listing Regulations.
During the financial year 2021-22 (4) four meetings of the AuditCommittee were held on the 29.06.2021 13.08.2021 13.11.2021 12.02.2022.
The details of the composition of the Committee and attendance of themembers at the meetings are given below:
|Name ||Designation ||Category ||No. of meetings held during the tenure ||No. of meeting attended |
|*Mr. G V Kamath ||Chairman ||NED(I) ||2 ||2 |
|*Mrs. D Vanaja Kumari ||Member ||NED(I) ||2 ||2 |
|**Mr.Y Satish Kumar ||Member ||NED(I) ||2 ||2 |
|#Ms. Shaista Parveen Farid Palkat ||Chairperson ||NED(I) ||2 ||2 |
|#Mr.Vellaboyina Mahesh Kumar ||Member ||NED(I) ||2 ||2 |
|Mr. Y. Ramamohan Reddy ||Member ||NED ||2 ||2 |
* Resigned w.e.f 30.09.2021 ** Resigned w.e.f 13.09.2021
# Appointed w.e.f. 30.09.2021
NED (I): Non-Executive Independent director NED: Non-Executive director
During the year all recommendations of Audit Committee were approvedby the Board of Directors.
(II). NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee
(NRC') functions in accordance with Section 178 of the ActRegulation 19 of the Listing Regulations and its Charter adopted by the Board. The termsof reference of the NRC includes:
Recommend to the Board the setup and composition of the Boardincluding formulation of the criteria for determining qualifications positive attributesand independence of a Director.
Periodical review of composition of the Board with the objectiveof achieving an optimum balance of size skills independence knowledge age gender andexperience.
Support the Board in matters related to the setup review andrefresh of the Committees.
Devise a policy on Board diversity.
Recommend to the Board the appointment or reappointment ofDirectors.
Recommend to the Board how the Company will vote on resolutionsfor appointment of
Directors on the Boards of its material subsidiaries.
Recommend to the Board the appointment of Key ManagerialPersonnel (KMP) and executive team members.
Carry out the evaluation of every Director's performance andsupport the Board and Independent Directors in the evaluation of the performance of theBoard its Committees and individual Directors including formulation of criteria forevaluation of Independent Directors and the Board.
Oversee the performance review process for the KMP and executiveteam with the view that there is an appropriate cascading of goals and targets across theCompany.
Recommend the Remuneration Policy for the Directors KMPexecutive team and other employees.
On an annual basis recommend to the Board the remunerationpayable to Directors KMP and executive team of the Company.
Review matters related to remuneration and benefits payable uponretirement and severance to MD/EDs KMP and executive team.
Review matters related to voluntary retirement and earlyseparation schemes for the Company.
Provide guidelines for remuneration of Directors on materialsubsidiaries.
Recommend to the Board how the Company will vote on resolutionsfor remuneration of Directors on the Boards of its material subsidiaries.
Assist the Board in fulfilling its corporate governanceresponsibilities relating to remuneration of the Board KMP and executive team members.
Oversee familiarization programmes for Directors.
Review HR and People strategy and its alignment with thebusiness strategy periodically or when a change is made to either.
Review the efficacy of HR practices including those forleadership development rewards and recognition talent management and successionplanning.
Perform other activities related to the charter as requested by theBoard from time to time.
During the financial year 2021-22 (3) three meetings of the Nomination& Remuneration Committee held on the 13.08.2021 13.09.2021 and 12.02.2022.
|Name ||Designation ||Category ||No. of meetings held during the tenure ||No. of meeting attended |
|*Mr. Y Satish Kumar ||Chairman ||NED(I) ||2 ||2 |
|**Mr. G V Kamath ||Member ||NED(I) ||2 ||2 |
|**Mrs. D Vanaja Kumari ||Member ||NED(I) ||2 ||2 |
|#Ms. Shaista Parveen Farid Palkat ||Chairperson ||NED(I) ||1 ||1 |
|#Mr.Vellaboyina Mahesh Kumar ||Member ||NED(I) ||1 ||1 |
|Mr. Y. Ramamohan Reddy ||Member ||NED ||3 ||3 |
* Resigned w.e.f 13.09.2021
** Resigned w.e.f 30.09.2021
#Appointed w.e.f. 30.09.2021
NED (I): Non Executive Independent Director
NED: Non Executive Director
(III). STAKEHOLDERS RELATIONSHIP COMMITTEE
Terms of reference of the committee comprise of various mattersprovided under Regulation 20 of the Listing Regulations and section 178 of the CompaniesAct 2013 which inter-alia include:
(i) Resolving the grievances of the security holders of the listedentity including complaints related to transfer/transmission of shares nonreceipt ofannual report non-receipt of declared dividends issue of new/duplicate certificatesgeneral meetings etc.
(ii) Proactively communicate and engage with stockholders includingengaging with the institutional shareholders at least once a year along with members ofthe Committee/Board/ KMPs as may be required and identifying actionable points forimplementation.
(iii) Review of measures taken for effective exercise of voting rightsby shareholders
(iv) Review of adherence to the service standards adopted by the listedentity in respect of various services being rendered by the Registrar & Share TransferAgent.
(v) Review of the various measures and initiatives taken by the listedentity for reducing the quantum of unclaimed dividends and ensuring timely receipt ofdividend warrants/annual reports/statutory notices by the shareholders of the Company.
During the financial year 2021-22 (1) one meeting of the Stakeholdersand
Relationship Committee meeting held on the 12.02.2022.
|Name ||Designation ||Category ||No. of meetings held ||No. of meeting attended |
|Mr.Ramamohanreddy Yarragudi ||Chairman ||NED ||1 ||1 |
|#Ms. Shaista Parveen Farid Palkat ||Member ||NED (I) ||1 ||1 |
|#Mr.Vellaboyina Mahesh Kumar ||Member ||NED(I) ||1 ||1 |
# Appointed w.e.f. 30.09.2021
NED (I): Non Executive Independent Director NED: Non-Executive director
27. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
In pursuant to the provisions of Section 177(9) & (10) of theCompanies Act 2013 read with Regulation 22 of SEBI (LoDR) Regulations 2015 a vigilMechanism for Directors and employees to report genuine concerns has been established. Italso provides for necessary safeguards for protection against victimization for whistleblowing in good faith.
Vigil Mechanism Policy has been established by the Company fordirectors and employees to report genuine concerns pursuant to the provisions of section177(9) & (10) of the Companies Act 2013. The same has been placed on the website ofthe Company.
28. CORPORATE SOCIAL RESPONSIBILITY (CSR COMPOSITION OF CSR COMMITTEEAND CONTENTS OF CSR POLICY):
Since your Company does not have net worth of Rs. 500 Crores or more orturnover of Rs. 1000 Crores or more or a net profit of Rs. 5 Crores or more during thefinancial year section 135 of the Companies Act 2013 relating to Corporate SocialResponsibility is not applicable and hence the Company need not adopt any Corporate SocialResponsibility Policy.
29. PUBLIC DEPOSITS:
Your Company has not accepted any deposits falling within the meaningof Sec.73 74 & 76 of the Companies Act 2013 read with the Rule 8(v) of Companies(Accounts) Rules 2014 during the financial year under review.
30. SIGNIFICANT & MATERIAL ORDERS PASSED BY COURTS / REGULATORS /TRIBUNALS:
There are no significant and material orders passed by the regulators/courts that would impact the going concern status of the Company and its futureoperations.
31. DISCLOSURE OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
The Internal Financial Controls with reference to financial statementsas designed and implemented by the Company are adequate. The Company maintains appropriatesystem of internal control including monitoring procedures to ensure that all assets aresafeguarded against loss from unauthorized use or disposition. Company policiesguidelines and procedures provide for adequate checks and balances and are meant toensure that all transactions are authorized recorded and reported correctly.
During the period under review there is no material or seriousobservations have been noticed for inefficiency or inadequacy of such controls.
Further details of internal financial control and its adequacy areincluded in the Management Discussion and Analysis Report which is appended as Annexure IVand forms part of this Report.
The properties and assets of your Company are adequately insured.
33. CREDIT & GUARANTEE FACILITIES:
The Company has not availed any credit and guarantee facilities duringthe year.
34. RISK MANAGEMENT POLICY:
Business Risk Evaluation and Management is an ongoing process withinthe Organization. The Company has a robust risk management framework to identify monitorand minimize risks and also to identify business opportunities. As a process the risksassociated with the business are identified and prioritized based on severity likelihoodand effectiveness of current detection. Such risks are reviewed by the senior managementon a periodical basis.
35. SHARE CAPITAL:
The Authorised share capital of the Company stands at Rs.100000000/-divided into 10000000 equity shares of Rs.10/- each.
The Paid up share capital of the Company stands at Rs. 72581100 /-divided into 7258110 equity shares of Rs.10/- each.
36. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
Since the paid-up capital of the Company is less than Rs. 10 Crores andNet worth of the Company is less than Rs. 25 Crores Corporate Governance is NotApplicable.
37. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:
The Management Discussion and Analysis Report pursuant to the SEBI(LODR) Regulation provides an overview of the affairs of the Company its legal status andautonomy business environment mission & objectives sectoral and operationalperformance strengths opportunities constraints strategy and risks and concerns aswell as human resource and internal control systems is appended as Annexure IV forinformation of the Members.
The SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 mandated the formulation of certain policies for all listed companies. All thepolicies are available on our website www.taazastores.com.
39. ENVIRONMENTS AND HUMAN RESOURCE DEVELOPMENT:
Your Company always believes in keeping the environment pollution freeand is fully committed to its social responsibility. The Company has been taking upmostcare in complying with all pollution control measures from time to time strictly as perthe directions of the Government.
We would like to place on record our appreciation for the efforts madeby the management and the keen interest shown by the Employees of your Company in thisregard.
40. STATUTORY COMPLIANCE:
The Company has complied with the required provisions relating tostatutory compliance with regard to the affairs of the Company in all respects.
41. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:
The Company has in place an Anti-Sexual Harassment Policy in line withthe requirements of The Sexual Harassment of Women at workplace (Prevention Prohibitionand Redressal) Act 2013. The Company is having less than 10 employees and therefore notrequired to constitute Internal Complaints Committee. No Complaints were pending at thebeginning of the year or received during the year.
42. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OFREMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3)OF THECOMPANIES(APPOINTMENT & REMUNERATION) RULES 2014:
A table containing the particulars in accordance with the provisions ofSection 197 (12) of the Act read with Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is appended as Annexure V (a) to thisReport.
A statement showing the names of the top ten employees in terms ofremuneration drawn and the name of every employee is annexed to this Annual report asAnnexure V (b).
During the year none of the employees is drawing a remuneration ofRs.10200000/- and above per annum or Rs. 850000/- and above in aggregate per monththe limits specified under the Section 197(12) of the Companies Act 2013 read with Rules5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014.
43. RATIO OF REMUNERATION TO EACH DIRECTOR
Under section 197(12) of the Companies Act 2013 and Rule 5(1) (2)& (3) of the Companies (Appointment & Remuneration) Rules 2014 read with ScheduleV of the Companies Act 2013 the ratio of remuneration of Director of the Company to themedian remuneration of the employees is given elsewhere in the Report.
44. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:
The Board of Directors has adopted the Insider Trading Policy inaccordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation2018. The Insider Trading Policy of the Company lays down guidelines and procedures to befollowed and disclosures to be made while dealing with shares of the Company as well asthe consequences of violation. The policy has been formulated to regulate monitor andensure reporting of deals by employees and to maintain the highest ethical standards ofdealing in Company securities. The Insider Trading Policy of the Company covering code ofpractices and procedures for fair disclosure of unpublished price sensitive informationand code of conduct for the prevention of insider trading is available on our website(www.taazastores.com).
45. MECHANISM FOR EVALUATION OF THE BOARD:
The Board of Directors has carried out an annual evaluation of its ownperformance board committees and individual directors pursuant to the provisions of theAct and SEBI Listing Regulations.
The performance of the board was evaluated by the board after seekinginputs from all the directors on the basis of criteria such as the board composition andstructure effectiveness of board processes information and functioning etc.
The performance of the committees was evaluated by the board afterseeking inputs from the committee members on the basis of criteria such as the compositionof committees effectiveness of committee meetings etc.
The above criteria are based on the Guidance Note on Board Evaluationissued by the Securities and Exchange Board of India on January 5 2017.
In a separate meeting of independent directors performance ofnonindependent directors the board as a whole and the Chairman of the Company wasevaluated taking into account the views of executive directors and nonexecutivedirectors.
The Board reviewed the performance of individual directors on the basisof criteria such as the contribution of the individual director to the board and committeemeetings like preparedness on the issues to be discussed meaningful and constructivecontribution and inputs in meetings etc.
In the board meeting that followed the meeting of the independentdirectors the performance of the board its committees and individual directors was alsodiscussed.
Performance evaluation of independent directors was done by the entireBoard excluding the independent director being evaluated.
46. SECRETARIAL STANDARDS:
The Company is in compliance with the applicable secretarial standards.
47. EVENT BASED DISCLOSURES:
During the year under review the Company has not taken up any of thefollowing activities except as mentioned:
1. Issue of sweat equity share: NA
2. Issue of shares with differential rights: NA
3. Issue of shares under employee's stock option scheme: NA
4. Disclosure on purchase by Company or giving of loans by it forpurchase of its shares: NA
5. Buy back shares: NA
6. Disclosure about revision: NA
7. Preferential Allotment of Shares: NA
48. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THEINSOLVENCY AND BANKRUPTCY CODE 2016 (IBC):
There is no application filed for corporate insolvency resolutionprocess by a financial or operational creditor or by the company itself under the IBCbefore the NCLT
49. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCYAND BANKRUPTCY CODE 2016
During the year under review there were no applications made orproceedings pending in the name of the Company under Insolvency and Bankruptcy Code 2016.
50. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIMESETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:
During the year under review there has been no one time settlement ofloans taken from banks and financial institutions.
51. DEVIATIONS IF ANY OBSERVED ON FUNDS RAISED THROUGH PUBLIC ISSUEPREFERENTIAL ISSUE ETC:
During the year under review company has not raised any funds frompublic or through preferential allotment.
52. DECLARATION BY THE COMPANY:
The Company has not made any default under Section 164(2) of theCompanies Act 2013 as on March 312022.
53. CODE OF CONDUCT COMPLIANCE:
All Members of the Board and Senior Management have affirmed complianceto the Code of Conduct for the Financial Year 2021-22. A declaration signed by theManaging Director affirming compliance with the Company's Code of Conduct by the Board ofDirectors and Senior Management for the Financial Year 2021-22 as required under ScheduleV of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 isappended as Annexure VI and forms part of this
54. NON-EXECUTIVE DIRECTORS' COMPENSATION AND DISCLOSURES:
None of the Independent / Non-Executive Directors has any pecuniaryrelationship or transactions with the Company which in the Judgment of the Board mayaffect the independence of the Directors.
No compensation was paid to the Independent and Non-ExecutiveDirectors.
Your Directors wish to place on record their appreciation of thecontribution made by the employees at all levels to the continued growth and prosperityof your Company. Your Directors also wish to place on record their appreciation ofbusiness constituents banks and other financial institutions and shareholders of theCompany for their continued support for the growth of the Company.
For and on behalf of the Board
Taaza International Limited
| ||Sd/- ||Sd/- |
| ||Bharath Kumar Palatla ||Y. Ramamohan Reddy |
|Place: Hyderabad ||Whole Time Director ||Director |
|Date: 05.09.2022 ||(DIN:09678772) ||(DIN:08517059) |