To the Members
The Directors have pleasure in presenting before you the 17th Directors Report of theCompany together with the Audited Statements of Accounts (including consolidated financialstatements) for the year ended 31st March 2017.
1. FINANCIAL SUMMARY/HIGHLIGHTS OPERATIONS STATE OF AFFARIS:
The performance during the period ended 31st March 2017 has been as under:
|Particular || |
| ||2016-2017 ||2015-2016 ||2016-2017 ||2015-2016 |
|Total Income ||11830.54 ||25861.55 ||15323.70 ||32546.94 |
|Total Expenditure ||11802.87 ||25805.37 ||15275.42 ||32291.20 |
|Profit Before Tax ||27.67 ||56.18 ||48.28 ||255.74 |
|Provision for Tax ||8.92 ||29.06 ||8.92 ||29.06 |
|Profit after Tax ||-117.25 ||27.12 ||-96.64 ||226.68 |
2. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:
There were no material changes and commitments affecting financial position of thecompany between 31st March and the date of Board's Report. (i.e. 28.08.2017)
3. CHANGE IN THE NATURE OF BUSINESS IF ANY:
During the period under review and the date of Board's Report there was no change inthe nature of Business.
4. PUBLIC DEPOSITS:
The Company has not accepted any deposits falling within the meaning of Section 73 ofthe Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014 during thefinancial year under review.
5. TRANSFER TO RESERVES:
Directors have decided not to transfer any amount to reserves for the year.
The Company has not declared dividend for the year 2016-2017.
7. REVISION OF FINANCIAL STATEMENTS:
There was no revision of the financial statements for the year under review.
8. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT 2013:
No material changes and commitments which could affect the Company's financial positionhave occurred between the ends of the financial year of the Company.
9. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:
The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observation has been received noticed for inefficiency or inadequacy of suchcontrols. The Company maintains appropriate system of internal control includingmonitoring procedures to ensure that all assets are safeguarded against loss fromunauthorized use or disposition. Company policies guidelines and procedures provide foradequate checks and balances and are meant to ensure that all transactions areauthorized recorded and reported correctly.
10. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:
No orders have been passed by any Regulator or Court or Tribunal which can have impacton the going concern status and the Company's operations in future.
11. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:
The details of transactions/contracts/arrangements entered into by the Company withrelated party(ies) as defined under the provisions of Section 2(76) of the Companies Act2013 during the financial year under review are furnished in detail somewhere else inthe report (if applicable) and forms part of this Report.
12. BOARD MEETINGS DURING THE YEAR:
The Board of Directors duly met 4 (four) times on 30.05.2016 13.08.2016 12.11.2016and 14.02.2017 in respect of which meetings proper notices were given and the proceedingswere properly recorded and signed in the Minutes Book maintained for the purpose.
13. CORPORATE GOVERNANCE:
Corporate Governance is not applicable to the company since the paid up capital and networth of the company is less than Rs. 10.00 crores and Rs. 25.00 crores respectively.However the company voluntarily provides a separate section in the Annual Report titled"Report on Corporate Governance" along with the Auditors' Certificate onCorporate Governance as stipulated under Regulation 34 read with Schedule V of Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015.
14. EXTRACT OF ANNUAL RETURN:
As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report - Annexure III.
15. APPOINTMENT / RE-APPOINTMENT OF DIRECTORS / CEO / CFO AND KEY MANANGERIALPERSONNEL:
During the year there is no change in the Board of the Company. As per the provisionsof the Companies Act 2013 Mr. N. Venugopal (holding DIN: 05271638) retires by rotationand being eligible offers himself for re-appointment.Your directors recommend for hisreappointment.
The details of the appointment/re-appointment of the director/s:
|Particulars ||Details |
|Name ||Mr. N Venugopal |
|DIN ||05271638 |
|Date of Birth ||08.03.1976 |
|Date of Appointment ||14.08.2012 |
|Qualifications ||MBA |
|No. of Shares held in the Company ||360420 |
|Directorships held in other companies (excluding private limited and foreign companies) ||Nil |
|Positions held in mandatory committees of other companies ||Nil |
|Relationship with other directors of the Company ||Nil |
16. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:
The Company has received declarations from Mr. G V Kamath Mr. Y Satish Kumar and Mrs.D Vanaja Kumari Independent directors of the company to the effect that they are meetingthe criteria of independence as provided in Sub-section (6) of Section 149 of theCompanies Act 2013 and Regulation 25 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 - Annexure II.
17. DIRECTOR'S RESPONSIBILITY STATEMENT:
In pursuance of section 134 (5) of the Companies Act 2013 the Directors herebyconfirm that:
a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
d) The Directors had prepared the annual accounts on a going concern basis; and
e) The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
f) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
18. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THESUBSIDIARIES / ASSOCIATES:
As on 31st March 2017 the Company has a wholly owned subsidiary Company namely M/ s.Taaza International PTE Limited in Singapore and M/s Taaza General Trading FZC in Dubai.The Financial performance of the subsidiary company is attached as Annexure III to thisReport.
In accordance with Section 129(3) of the Companies Act 2013 a statement containingsalient features of the financial statements of the subsidiary companies in Form AOC- 1 isprovided at Annexure to this report. In accordance with third proviso to Section 136(1) ofthe Companies Act 2013 the Annual Report of your Company containing therein its auditedstandalone and the consolidated financial statements has been placed on the website of theCompany at www.taazastores.com
Further audited financial statements together with related information and otherreports of each of the subsidiary companies have also been placed on the website of theCompany at www.taazastores.com
19. STATUTORY AUDITORS:
M/s. M. M Reddy & Co. Chartered Accountants Statutory Auditors of the Companyretire at the ensuing Annual General Meeting and being eligible have expressed theirwillingness for reappointment. Your directors propose the appointment of M/s. M. M Reddy& Co Chartered Accountants as statutory auditors to hold office until the conclusionof the 19th Annual General Meeting of the company.
The Board recommends the re-appointment of M/s. M. M Reddy & Co CharteredAccountants as the statutory auditors of the Company from the conclusion of this AnnualGeneral meeting till the conclusion of the 19th Annual General Meeting.
20. INTERNAL AUDITORS:
The Company does not have internal auditors.
21. SECRETARIAL AUDIT:
Pursuant to the provisions of Section 134(3) (f) & Section 204 of the CompaniesAct 2013 Secretarial audit report as provided by Mr. Vivek Surana Practicing CompanySecretary is annexed to this Report as Annexure IV.
22. INDIAN ACCOUNTING STANDARDS:
The Ministry of Corporate Affairs vide its notification dated 16th February 2015 hasnotified the Companies (Indian Accounting Standards) Rules 2015. In pursuance of the saidnotification the Company adopts Indian Accounting Standards with effect from 01st April2017. The implementation of Indian Accounting Standards (IAS) is a major change processfor which the Company has set up a dedicated team and is providing desired resources forits completion within the time frame. The impact of the change on adoption of said IAS isbeing assessed.
23. AUDIT REPORTS:
(a) Statutory Auditors Report:
The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the yearended March 31 2017 and has noted that the same does not have any reservationqualification or adverse remarks. However the Board decided to further strengthen theexisting system and procedures to meet all kinds of challenges that may occur in theindustry.
(b) Secretarial Audit Report:
The Board has duly reviewed the Secretarial Audit Report on the Compliances accordingto the provisions of section 204 of the Companies Act 2013 and does not have anyqualifications reservations or adverse remarks except that the Company does not haveinternal auditors. The Board is looking for internal auditors and the vacancy will befilled shortly.
24. CORPORATE SOCIAL RESPONSIBILITY (CSR):
Since the Company does not have the net worth of Rs. 500 Crores or more or turnover ofRs. 1000 Crore or more a net profit of Rs. 5 Crore or more during the financial year orsection 135 of the Companies Act 2013 relating to Corporate Social Responsibility is notapplicable and hence the Company need not adopt any Corporate Social ResponsibilityPolicy.
25. COMPLIANCE WITH SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS2015:
In compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Company has signed uniform listing agreement with BSE Limited and framed thefollowing policies which are available on Company's website i.e. www.taazastores.com
Board Diversity Policy
Policy on preservation of Documents
Risk Management Policy
Whistle Blower Policy
Familiarisation programme for Independent Directors
Anti - Sexual Harassment Policy
Related Party Policy
Code of Conduct
26. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:
The required information as per Sec.134 (3) (m) of the Companies Act 1956 is providedhereunder:
A. Conservation of Energy:
Your Company's operations are not energy intensive. Adequate measures have been takento conserve energy wherever possible by using energy efficient computers and purchase ofenergy efficient equipment.
B. 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 |
The Company is in the process of taking suitable insurance policy.
28. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The Company has not given loans or Guarantees or made investments attracting section186 of the Companies Act 2013 during the year under review.
29. CREDIT & GUARANTEE FACILITIES:
The Company has been availing facilities of Credit and Guarantee as and when requiredfor the business of the Company from Bank of Maharashtra.
30. DISCLOSURE ABOUT COST AUDIT:
Cost Audit is not applicable to your Company.
31. RATIO OF REMUNERATION TO EACH DIRECTOR:
Under section 197(12) of the Companies Act 2013 and Rule 5(1)(2) & (3) of theCompanies(Appointment & Remuneration) Rules 2014 the ratio of remuneration ofManaging Director (Mr. P. Ravinder Rao) to median employees is 9.25:1
32. NON-EXECUTIVE DIRECTORS' COMPENSATION AND DISCLOSURES:
None of the Independent / Non-Executive Directors has any pecuniary relationship ortransactions with the Company which in the Judgment of the Board may affect theindependence of the Directors.
33. CEO/ CFO CERTIFICATION:
The Managing Director and CFO certification of the financial statements for the year201617 is provided in this Annual Report as Annexure I.
34. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THECOMPANY:
The Company is not a NBFC Housing Companies etc. and hence Industry based disclosuresis not required.
35. SECRETARIAL STANDARDS:
The company is in compliance with SS 1 & SS 2.
36. EVENT BASED DISCLOSURES:
During the year under review the Company has not taken up any of the followingactivities:
1. Issue of sweat equity share: The Company has not issued any sweat equity sharesduring the year under review and hence no information as per provisions of Section54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture)Rules 2014.
2. Issue of shares with differential rights: The Company has not issued any shares withdifferential rights and hence no information as per provisions of Section 43(a)(ii) of theAct read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules 2014.
3. Issue of shares under employee's stock option scheme: The Company has not issued anyequity shares under Employees Stock Option Scheme during the year under review and henceno information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) ofthe Companies (Share Capital and Debenture) Rules 2014
4. Non- Exercising of voting rights : During the year under review there were noinstances of non-exercising of voting rights in respect of shares purchased directly byemployees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) ofCompanies (Share Capital and Debentures) Rules 2014.
5. Disclosure on purchase by company or giving of loans by it for purchase of itsshares: The company did not purchase or give any loans for purchase of its shares.
6. Buy back shares: The Company did not buy-back any shares during the period underreview.
7. Disclosure about revision: Since the company did not undergo any revision thisclause is Not Applicable to the company for the period under review.
8. Preferential Allotment of Shares: The Company did not allot any shares onpreferential basis during the period under review.
37. EMPLOYEE RELATIONS AND REMUNERATION:
Your Directors are pleased to record their sincere appreciation of the contribution bythe staff at all levels in the improved performance of the Company.
None of the employees is drawing Rs. 850000/- and above per month or Rs.10200000/- and above in aggregate per annum the limits prescribed under Section 197(12) ofCompanies Act 2013 read with Rule 5 of Companies(Appointment & Remuneration OfManagerial Personnel) Rules 2014.
38. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at workplace (Prevention Prohibition and Redressal)Act 2013. Internal Complaint Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees are covered under this policy.
The following is the summary of sexual harassment complaints received and disposedduring the calendar year.
| No. of complaints received ||: Nil |
| No. of complaints disposed off ||: Nil |
Your Directors wish to place on record their appreciation of the contribution made bythe employees at all levels to the continued growth and prosperity of your Company.
Your Directors also wish to place on record their appreciation of businessconstituents banks and other financial institutions other statutory authorities likeSEBI ROC Stock Exchanges NSDL CDSL etc and shareholders of the Company for theircontinued support for the growth of the Company.
| ||For and on behalf of the Board |
| ||Taaza International Limited |
|Place : Secunderabad ||Sd/- ||Sd/- |
|Date : 31.08.2017 ||P Ravinder Rao ||KA. Narasimha Raju |
| ||Chairman & Managing Director ||Director & CFO |
| ||DIN: 01445527 ||DIN: 02383452 |