You are here » Home » Companies » Company Overview » Taaza International Ltd

Taaza International Ltd.

BSE: 537392 Sector: Others
NSE: N.A. ISIN Code: INE392H01018
BSE 00:00 | 19 Sep Taaza International Ltd
NSE 05:30 | 01 Jan Taaza International Ltd
OPEN 9.20
PREVIOUS CLOSE 9.20
VOLUME 10
52-Week high 9.20
52-Week low 8.38
P/E
Mkt Cap.(Rs cr) 7
Buy Price 8.79
Buy Qty 57.00
Sell Price 9.20
Sell Qty 137.00
OPEN 9.20
CLOSE 9.20
VOLUME 10
52-Week high 9.20
52-Week low 8.38
P/E
Mkt Cap.(Rs cr) 7
Buy Price 8.79
Buy Qty 57.00
Sell Price 9.20
Sell Qty 137.00

Taaza International Ltd. (TAAZAINTERN) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the Directors' Report and the AuditedStatement of Accounts of the Company for the Financial Year ended 31st March 2019.

1. FINANCIAL SUMMARY/HIGHLIGHTS OPERTAIONS STATE OF AFFAIRS:

The performance of the Company during the year has been as under rs in lakhs

Particular

Standalone

Consolidated

2018-2019 2017-2018 2018-2019 2017-2018
Total Income 707.63 5504.87 782.25 6359.88
Total Expenditure 974.28 5493.40 1195.83 6345.12
Profit Before Tax (267.08) 11.47 (413.58) 14.76
Provision for Tax 1.27 -6.09 1.27 -6.09
Profit after Tax (265.81) 17.56 (412.31) 20.85

REVIEW OF OPERATIONS:

Standalone: Your Company during the year under review has achieved sales and otherincome of Rs.707.63 Lakhs and net loss of Rs.265.81 as compared to sales and other incomeof Rs. 5504.87 Lakhs and net profit of Rs. 17.56 Lakhs achieved in the previous financialyear.

Consolidated : Your Company during the year under review has achieved sales and otherincome (consolidated) of Rs.782.25 Lakhs and net loss of Rs.413.58 lakhs as compared tosales and other income (consolidated) of Rs. 6359.88 Lakhs and net profit of Rs. 20.85Lakhs achieved in the previous financial year.

2. CHANGE IN THE NATURE OF THE BUSINESS IF ANY:

During the period under review and the date of Board's Report there was no change inthe nature of Business.

3. RESERVES

During the year your Company has not transferred any amount to General Reserve Account.

4. DIVIDEND

Keeping the Company's expansion and growth plans in mind your directors have decidednot to recommend dividend for the year.

5. MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no major material changes and commitments affecting the financial position ofthe Company after the end of the financial year and up to date of this report.(13.08.2019)

6. BOARD MEETINGS:

The Board of Directors duly met five (5) times during the financial year from 1st April2018 to 31st March 2019. The dates on which the meetings were held are 30.05.201813.08.2018 03.10.2018 13.11.2018 and 13.02.2019.

7. APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OF DIRECTORS / CEO/ CFO ANDKEY MANANGERIAL PERSONNEL:

• Mr. Mohammed Sadiq Khan and Mr. Akilurahaman Khan were appointed as AdditionalDirector (Independent- Non- Executive) of the Company with effect from 07.06.2019

• Mr. K. Appalla Narsimha Raju was resigned as Whole-time Director and CFO of theCompany with effect from 07.06.2019.

• Mr. N. Venugopal was resigned as Non-Executive Director of the Company witheffect from 07.06.2019.

• Mr. D. Srinivas was appointed as CFO of the Company with effect from 07.06.2019.

• Mr. P. Ravinder Rao who retires by rotation being eligible offers himself forre-appointment.

• Mr. Naveen Kumar Vaid was appointed as company secretary on 03.10.2018 andresigned on 31.07.2019

• As required under regulation 36 (3) of the SEBI (LODR) Regulations 2015 briefparticulars of the Directors seeking appointment/re-appointment are given as under:-:

Name of the Director P. Ravinder Rao Mr. Mohammed Sadiq Khan Mr. Akilurahaman Khan
Date of Birth 05/05/1965 19/06/1981 01/10/1975
Qualification Graduate MBA & BCA BA
Expertise in specific functional areas Management & Administration Sales and Marketing Public Relations Sales and Marketing
Names of listed entities in which the person also holds the directorship and the membership of Committees of the board NIL Nil Nil
No. of Shares held in the Company 1673835
Inter se relationship with any Director NIL

8. 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.

9. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

Independent Directors are familiarized about the Company's operations and businesses.Interaction with the Business heads and key executives of the Company is also facilitated.Detailed presentations on important policies of the Company is also made to the directors.Direct meetings with the Chairman is further facilitated to familiarize the incumbentDirector about the Company/its businesses and the group practices.

The details of familiarisation programme held in FY 2018-19 are also disclosed on theCompany's website at https://www.taazastores.com .

10. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The assessment and appointment of Members to the Board is based on a combination ofcriterion that includes ethics personal and professional stature domain expertisegender diversity and specific qualification required for the position. The potential BoardMember is also assessed on the basis of independence criteria defined in Section 149(6) ofthe Companies Act 2013 and Regulation 27 of SEBI (LODR) Regulations 2015.

In accordance with Section 178(3) of the Companies Act 2013 and Regulation 19(4) ofSEBI (LODR) Regulations 2015 on the recommendations of the Nomination and RemunerationCommittee the Board adopted a remuneration policy for Directors Key Management Personnel(KMPs) and Senior Management.

11. 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.

12. COMPOSITION OF COMMITTEES:

AUDIT COMMITTEE: (Audit Committee constituted in terms of sec. 177 of Companies Act2013 read with reg. 18 of SEBI (LODR) Regulations 2015)

A. BRIEF DESCRIPTION OF TERMS OF REFERENCE:

The terms of reference of the Audit Committee encompasses the requirements of Section177 of Companies Act 2013 and as per Regulation 18 of SEBI (LODR) Regulations 2015 andinteralia includes

1. Over view of the Company's financial reporting process and disclosure of itsfinancial information to ensure that the financial statement reflects a true and fairposition and that sufficient and credible information is disclosed.

2. Recommending the appointment and removal of statutory auditors internal auditorsand cost auditors fixation of their audit fees and approval for payment of any otherservices.

3. Discussion with external auditors before the audit commences of the nature andscope of audit as well as post-audit discussion to ascertain any area of concern.

4. Reviewing the financial statement and draft audit report including quarterly/halfyearly financial information.

5. Reviewing with the management the annual financial statements before submission tothe Board focusing primarily on:

i) Any changes in accounting policies and practices.

ii) Major accounting entries based on excises of judgment by the management.

iii) Qualifications in draft audit report.

iv) Significant adjustment arises out of audit.

v) The going concern assumption.

vi) Compliance with accounting standards stock exchange and legal requirementconcerning financial statements.

vii) Review and approval of related party transactions.

6. Reviewing the company's financial and risk management's policies.

7. Disclosure of contingent liabilities.

8. Reviewing with management external and internal auditors the adequacy of internalcontrol systems.

9. Reviewing the adequacy of internal audit function including the audit characterthe structure of the internal audit department approval of the audit plan and itsexecution staffing and seniority of the official heading the department reportingstructure coverage and frequency of internal audit.

10. Discussion with internal auditors of any significant findings and follow-upthereon.

11. Reviewing the findings of any internal investigations by the internal auditors intothe matters where there is suspected fraud or irregularity or a failure of internalcontrol systems of a material nature and reporting the matter to the Board.

12. Looking into the reasons for substantial defaults in payments to the depositorsdebenture holders shareholders (in case of non-payment of declared dividends) andcreditors.

13. Reviewing compliances as regards the Company's Whistle Blower Policy.

B. COMPOSITION MEETINGS & ATTENDANCE

There were four (4) Audit Committee Meetings held during the year on 30.05.201813.08.2018 13.11.2018 and 13.02.2019.

Name Designation Category No. of Meetings held No. of Meetings attended
Mr. G V Kamath Chairman NED(I) 4 4
Mr.D VanajaKumari Member NED(I) 4 4
Mr.Y Satish Kumar Member NED(I) 4 4

NED (I): Non Executive Independent Director

C. The previous Annual General Meeting of the Company was held on 29.09.2018 andChairman of the Audit Committee attended previous AGM.

NOMINATION & REMUNERATION COMMITTEE

The terms of reference of the Nomination and Remuneration committee constituted interms of Section 178 of Companies Act 2013 and as per Regulation 19 of SEBI (LODR)Regulations 2015 are as under:

A. BRIEF DESCRIPTION OF TERMS OF REFERENCE

• To approve the fixation/revision of remuneration of Executive Directors of theCompany and while approving:

a. To take into account the financial position of the Company trend in the industryappointee's qualification experience past performance past remuneration etc.

b. To bring out objectivity in determining the remuneration package while striking abalance between the interest of the Company and the Shareholders.

• To identify persons who are qualified to become Directors and who may beappointed in senior management in accordance with the criteria laid down and to recommendto the Board their appointment and /or removal.

• To carry out evaluation of every Director's performance.

• To formulate the criteria for determining qualifications positive attributesand independence of a Director and recommend to the Board a policy relating to theremuneration for the Directors key managerial personnel and other employees.

• To formulate the criteria for evaluation of Independent Directors and the Board.

• To recommend/review remuneration of the Managing Director and Whole-timeDirector(s) based on their performance and defined assessment criteria.

• Recommend to the board all remuneration in whatever form payable to seniormanagement.

B. COMPOSITION OF THE COMMITTEE MEETINGS & ATTENDANCE

There was one Nomination and Remuneration Committee Meetings held during the financialyear on 13.02.2019

Name Designation Category No. of Meetings held No. of Meetings attended
Mr. Y Satish Kumar Chairman NED(I) 1 1
*Mr. N Venugopal Member NED 1 1
Mr. G V Kamath Member NED(I) 1 1
** Mr. Mohammed Sadiq Khan Member NED(I) - -

^resigned w.e.f. 07.06.2019

**appointed w.e.f. 07.06.2019

NED (I): Non Executive Independent Director

Remuneration Policy:

The objectives of the remuneration policy are to motivate Directors to excel in theirperformance recognize their contribution and retain talent in the organization and rewardmerit.

The remuneration levels are governed by industry pattern qualifications and experienceof the Directors responsibilities shouldered individual performance etc.

No remuneration is paid to any of the director

None of the Directors is drawing any Commission Perquisites Retirement benefits etc.

POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS' INDEPENDENCE

1. Scope:

This policy sets out the guiding principles for the Nomination & RemunerationCommittee for identifying persons who are qualified to become Directors and to determinethe independence of Directors in case of their appointment as independent Directors ofthe Company.

2. Terms and References:

2.1 "Director" means a director appointed to the Board of a Company.

1.2 "Nomination and Remuneration Committee means the committee constituted inaccordance with the provisions of Section 178 of the Companies Act 2013 and reg. 19 ofSEBI (Listing Obligation and Disclosure Requirement) Regulations 2015.

2.3 "Independent Director" means a director referred to in sub-section (6) ofSection 149 of the Companies Act 2013 and Regulation 16(1) (b) of the SEBI (Listingobligations and Disclosure Requirements) Regulations 2015.

3. Policy:

Qualifications and criteria

3.1.1 The Nomination and Remuneration Committee and the Board shall review on annualbasis appropriate skills knowledge and experience required of the Board as a whole andits individual members. The objective is to have a board with diverse background andexperience that are relevant for the Company's operations.

3.1.2 In evaluating the suitability of individual Board member the NR Committee maytake into account factors such as:

• General understanding of the company's business dynamics global business andsocial 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 their dutiesand responsibilities effectively.

3.1.3 The proposed appointee shall also fulfil the following requirements:

• 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 is appointed as aCommittee Member the Committee Meeting;

• shall abide by the code of Conduct established by the company for Directors andsenior Management personnel;

• shall disclose his concern or interest in any company or companies or bodiescorporate firms or other association of individuals including his shareholding at thefirst meeting of the Board in every financial year and thereafter whenever there is achange in the disclosures already made;

• Such other requirements as may be prescribed from time to time under theCompanies Act 2013 SEBI (Listing obligations and Disclosure Requirements) Regulations2015 and other relevant laws.

3.1.4 The Nomination & Remuneration Committee shall evaluate each individual withthe objective of having a group that best enables the success of the company's business.

3.2 Criteria of independence

3.2.1 The Nomination & Remuneration Committee shall assess the independence ofDirectors at time of appointment/ re-appointment and the Board shall assess the sameannually. The Board shall re-assess determinations of independence when any new interestor relationships are disclosed by a Director.

3.2.2 The criteria of independence shall be in accordance with guidelines as laid downin Companies Act 2013 and reg. 16(1) (b) of the SEBI (Listing obligations and DisclosureRequirements) Regulations 2015.

3.2.3 The Independent Director shall abide by the "Code for Independent Directors"as specified in Schedule IV to the companies Act 2013.

1.3 Other Directorships/ Committee Memberships

3.3.1 The Board members are expected to have adequate time and expertise and experienceto contribute to effective Board performance Accordingly members should voluntarily limittheir directorships in other listed public limited companies in such a way that it doesnot interfere with their role as Director of the company. The NR Committee shall take intoaccount the nature of and the time involved in a Director service on other Boards inevaluating the suitability of the individual Director and making its recommendations tothe Board.

3.3.2 A Director shall not serve as director in more than 20 companies of which notmore than 10 shall be public limited companies.

3.3.3 A Director shall not serve an independent Director in more than 7 listedcompanies and not more than 3 listed companies in case he is serving as a whole-timeDirector in any listed company.

3.3.4 A Director shall not be a member in more than 10 committee or act chairman ofmore than 5 committee across all companies in which he holds directorships.

For the purpose of considering the limit of the committee Audit committee andstakeholder's relationship committee of all public limited companies whether listed ornot shall be included and all other companies including private limited companiesforeign companies and companies under section 8 of the Companies Act 2013 shall beexcluded.

Remuneration policy for Directors key managerial personnel and other employees

1. Scope:

1.1 This policy sets out the guiding principles for the Nomination and Remunerationcommittee for recommending to the Board the remuneration of the directors key managerialpersonnel 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 the company.

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 Act 2013

2.3 "Nomination and Remuneration Committee" means the committee constitutedby Board in accordance with the provisions of section 178 of the companies Act2013 andreg. 19 of SEBI (Listing obligations and Disclosure Requirements) Regulations 2015.

3. Policy:

3.1 Remuneration to Executive Director and Key Managerial Personnel

3.1.1 The Board on the recommendation of the Nomination and Remuneration (NR) committeeshall review and approve the remuneration payable to the Executive Director of the companywithin the overall approved by the shareholders.

3.1.2The Board on the recommendation of the NR committee shall also review and approvethe remuneration payable to the key managerial personnel of the company.

3.1.3The Remuneration structure to the Executive Director and key managerial personnelshall include the following components:

(i) Basic pay

(ii) Perquisites and Allowances

(iii) Commission (Applicable in case of Executive Directors)

(iv) Retirement benefits

(v) Annual performance Bonus

3.1.4The Annual plan and Objectives for Executive committee shall be reviewed by the NRcommittee and Annual performance Bonus will be approved by the committee based on theachievement against the Annual plan and Objectives.

3.2 Remuneration to Non - Executive Directors

3.2.1 The Board on the recommendation of the Nomination and Remuneration Committeeshall review and approve the remuneration payable to the Non - Executive Directors of theCompany within the overall limits approved by the shareholders as per provisions of thecompanies act.

3.2.2 Non - Executive Directors shall be entitled to sitting fees attending themeetings of the Board and the Committees thereof..

3.3. Remuneration to other employees

3.3.1. Employees shall be assigned grades according to their qualifications and workexperience competencies as well as their roles and responsibilities in the organization.Individual remuneration shall be determined within the appropriate grade and shall bebased on various factors such as job profile skill sets seniority experience andprevailing remuneration levels for equivalent jobs.

C. REMUNERATION POLICY:

The objectives of the remuneration policy are to motivate Directors to excel in theirperformance recognize their contribution and retain talent in the organization and rewardmerit.

The remuneration levels are governed by industry pattern qualifications and experienceof the Directors responsibilities shouldered and individual performance.

POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS' INDEPENDENCE:

1. Scope:

This policy sets out the guiding principles for the Nomination & RemunerationCommittee for identifying persons who are qualified to become Directors and to determinethe independence of Directors in case of their appointment as independent Directors ofthe Company.

2. Terms and References:

2.1 "Director" means a Director appointed to the Board of a Company.

2.2 "Nomination and Remuneration Committee means the committee constituted inaccordance with the provisions of Section 178 of the Companies Act 2013 and Regulation 19of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

2.3 "Independent Director" means a Director referred to in sub-Section (6) ofSection 149 of the Companies Act 2013 and Regulation 16 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

3. Policy:

Qualifications and criteria

3.1.1 The Nomination and Remuneration Committee and the Board shall review on annualbasis appropriate skills knowledge and experience required of the Board as a whole andits individual members. The objective is to have a board with diverse background andexperience that are relevant for the Company's operations.

3.1.2 In evaluating the suitability of individual Board member the NR Committee maytake into account factors such as:

• General understanding of the Company's business dynamics global business andsocial 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 their dutiesand responsibilities effectively.

3.1.3 The proposed appointee shall also fulfill the following requirements:

• 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 is appointed as aCommittee Member the Committee Meeting;

• shall abide by the code of Conduct established by the Company for Directors andsenior Management personnel;

• shall disclose his concern or interest in any Company or companies or bodiescorporate firms or other association of individuals including his shareholding at thefirst meeting of the Board in every financial year and thereafter whenever there is achange in the disclosures already made;

• Such other requirements as any prescribed from time to time under thecompanies Act 2013 Regulation 19 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and other relevant laws.

3.1.4 The Nomination & Remuneration Committee shall evaluate each individual withthe objective of having a group that best enables the success of the Company's business.

3.2 Criteria of Independence

3.2.1 The Nomination & Remuneration Committee shall assess the independence ofDirectors at time of appointment/ re-appointment and the Board shall assess the sameannually. The Board shall re-assess determinations of independence when any new interestor relationships are disclosed by a Director.

3.2.2 The criteria of independence shall be in accordance with the guidelines as laiddown in Companies Act 2013 and Regulation 16 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

An independent Director in relation to a Company means a Director other than amanaging Director or a whole-time Director or a nominee Director-

a. who in the opinion of the Board is a person of integrity and possesses relevantexpertise and experience;

b. (i) who is or was not a promoters of the Company or its holding subsidiary orassociate Company;

(ii) who is not related to promoters or Directors of the Company its holdingsubsidiary or associate Company

c. who has or had no pecuniary relationship with the Company its holding subsidiaryor associate Company or their promoters or Director during the two immediatelypreceding financial year or during the current financial year;

d. none of whose relative has or had pecuniary relationship or transaction with theCompany its holding subsidiary or associate Company or their promoters or Directorsamounting to two per cent or more of its gross turnover or total income or fifty lakhrupees or such higher amount as may be prescribed whichever is lower during the twoimmediately preceding financial year or during the current finance year;

e. who neither himself nor any of his relative-

(i) Holds or has held the position of a key managerial personnel or is or has beenemployee of the or associate Company in any of the three finance years immediatelypreceding the finance year in which he is proposed to be appointed;

(ii) Is or has been an employee or proprietor or a partner in any of the three financeyear immediately preceding the financial year in which he is proposed to be appointed of-

(A) a firm of auditors or Company secretaries in practice or cost auditors of theCompany or its holding subsidiary or associate Company; or

(B) any legal or a consulting firm that has or had any transaction with the Companyits holding subsidiary or associate Company amounting to ten per cent or more of the grossturnover of more of the gross turnover of such firm;

(i) holds together with his relatives two per cent or more of the total voting power ofthe Company; or

(ii) is a chief Executive or Director by whatever name called of any non-profitorganization that receives twenty-five per cent or more of its receipt from the Companyany of its promoters Directors or its holding subsidiary or associate Company or thatholds two per cent or more of the total voting power of the Company; or

(iii) is a material supplier service provider or customer or a lesser or lessee of theCompany.

f. Shall possess appropriate skills experience and knowledge in one or more field offinance law management sales marketing administration research corporate governancetechnical operations corporate social responsibility or this disciplines related to theCompany's business.

g. Shall possess such other qualifications as may be prescribed from time to timeunder the Companies Act 2013.

h. who is not less than 21 years of age

3.2.3 The independent Director shall abide by the "code for independent 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 and expertise and experienceto contribute to effective Board performance Accordingly members should voluntarily limittheir Directorships in other listed public limited companies in such a way that it doesnot interfere with their role as Director of the Company. The NR Committee shall take intoaccount the nature of and the time involved in a director service on other Boards inevaluating the suitability of the individual Director and making its recommendations tothe Board.

3.3.2 A Director shall not serve as Director in more than 20 companies of which notmore than 10 shall be public limited companies.

3.3.3 A Director shall not serve an independent Director in more than 7 listedcompanies and not more than 3 listed companies in case he is serving as a whole-timeDirector in any listed Company.

3.3.4 A Director shall not be a member in more than 10 committee or act as chairman ofmore than 5 committee across all companies in which he holds Directorships.

For the purpose of considering the limit of the committee Audit committee andstakeholder's relationship committee of all public limited companies whether listed ornot shall be included and all other companies including private limited companiesforeign companies and companies under Section 8 of the companies Act 2013 shall beexcluded.

Remuneration policy for Directors key managerial personnel and other employees:

The objectives of the remuneration policy are to motivate Directors to excel in theirperformance recognize their contribution and retain talent in the organization and rewardmerit.

The remuneration levels are governed by industry pattern qualifications and experienceof the Directors responsibilities shouldered and individual performance.

Remuneration policy for Directors key managerial personnel and other employees

1. Scope:

1.1 This policy sets out the guiding principles for the Nomination and Remunerationcommittee for recommending to the Board the remuneration of the Directors key managerialpersonnel 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 the Company.

2.2 "key managerial personnel" means

(i) The Chief Executive Officer or the managing Director or the manager;

(ii) The Company Secretary;

(iii) The Whole-time Director;

(iv) The Chief Financial Officer; and

(v) Such other office as may be prescribed under the companies Act 2013

2.3 "Nomination and Remuneration committee" means the committee constitutedby Board in accordance with the provisions of Section 178 of the companies Act 2013clause 49 of the Equity Listing Agreement and Regulation 19 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015.

3. Policy:

3.1 Remuneration to Executive Director and key managerial personnel

3.1.1 The Board on the recommendation of the Nomination and Remuneration (NR) committeeshall review and approve the remuneration payable to the Executive Director of the Companywithin the overall approved by the shareholders.

3.1.2 The Board on the recommendation of the NR committee shall also review and approvethe remuneration payable to the key managerial personnel of the Company.

3.1.3 The remuneration structure to the Executive Director and key managerial personnelshall include the following components:

(i) Basic pay

(ii) Perquisites and Allowances

(iii) Stock Options

(iv) Commission (Applicable in case of Executive Directors)

(v) Retrial benefits

(vi) Annual performance Bonus

3.1.4 The Annual plan and Objectives for Executive committee shall be reviewed by theNR committee and Annual performance bonus will be approved by the committee based on theachievement against the Annual plan and Objectives.

3.2 Remuneration to Non - Executive Directors

3.2.1 The Board on the recommendation of the NR Committee shall review and approvethe remuneration payable to the Non - Executive Directors of the Company within theoverall limits approved by the shareholders as per the provisions of the Companies Act.

3.2.2 Non - Executive Directors shall be entitled to sitting fees attending themeetings of the Board and the Committees thereof. The Non- Executive Directors shall alsobe 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 their qualifications and workexperience competencies as well as their roles and responsibilities in the organization.Individual remuneration shall be determined within the appropriate grade and shall bebased on various factors such as job profile skill sets seniority experience andprevailing remuneration levels for equivalent jobs.

D. MECHANISM FOR EVALUATION OF THE BOARD

Evaluation of all Board members is performed on an annual basis. The evaluation isperformed by the Board Nomination and Remuneration Committee and Independent Directorswith specific focus on the performance and effective functioning of the Board andIndividual Directors.

In line with Securities and Exchange Board of India Circular No. SEBI/HO/CFD/CMD/CIR/P/2017/004 dated January 5 2017 and the Companies Amendment Act 2017 the Company adoptedthe recommended criteria by Securities and Exchange Board of India.

The Directors were given six Forms for evaluation of the following:

(i) Evaluation of Board;

(ii) Evaluation of Committees of the Board;

(iii) Evaluation of Independent Directors;

(iv) Evaluation of Chairperson;

(v) Evaluation of Non-Executive and Non-Independent Directors; and

(vi) Evaluation of Managing Director.

The Directors were requested to give following ratings for each criteria:

1. Could do more to meet expectations;

2. Meets expectations; and

3. Exceeds expectations.

The Directors have sent the duly filled forms to Nomination & Remunerationcommittee. Based on the evaluation done by the Directors the Committee has prepared areport and submitted the Evaluation Report. Based on the report the Board of Directorshas informed the rankings to each Director and also informed that the performance ofDirectors is satisfactory and they are recommended for continuation as Directors of theCompany.

4. STAKEHOLDERS RELATIONSHIP COMMITTEE:

During the year April 2018 to March 2019 Four (4) Stakeholders Relationship CommitteeMeetings were held. The dates on which the said meetings were held are 30.05.201813.08.2018 13.11.2018 and 13.02.2019.

A. COMPOSITION AND ATTENDANCE FOR MEETINGS:

Name Designation Category No. of Meetings held No. of Meetings attended
Mr. G V Kamath Chairman NED(I) 4 4
*Mr. N Venugopal Member NED 4 4
Mr. Y Satish Kumar Member NED(I) 4 4
** Mr. Mohammed Sadiq Khan Member NED(I) - -

*resigned w.e.f. 07.06.2019

**appointed w.e.f. 07.06.2019

NED (I): Non Executive Independent Director

B) Powers:

The Committee has been delegated with the following powers:

• To redress shareholder and investor complaints relating to transfer of sharesDematerialization of Shares non-receipt of Annual Reports non-receipt of declareddividend and other allied complaints.

• To approve transfer transmission and issue of duplicate / fresh sharecertificate(s)

• Consolidate and sub-division of share certificates etc.

• To redress approve and dispose off any other complaints transactions andrequests etc. received from any shareholder of the company and investor in general.

The Board has delegated the power to process the transfer and transmission of shares tothe Registrar and Share Transfer Agents who process share transfers within a week oflodgement in the case of shares held in physical form.

The Company has designated an exclusive e-mail ID called Investorcare@erpsoft.com forcomplaints/grievances.

VII. RISK MANAGEMENT COMMITTEE

The Committee's prime responsibility is to implement and monitor the risk managementplan and policy of the Company. The Committee's constitution meets with the requirementsof Regulation 21 of SEBI (LODR) Regulations 2015

A. ROLE AND RESPONSIBILITIES OF THE COMMITTEE INCLUDES THE FOLLOWING:

• Framing of Risk Management Plan and Policy

• Overseeing implementation of Risk Management Plan and Policy

• Monitoring of Risk Management Plan and Policy

• Validating the process of risk management

• Validating the procedure for Risk minimisation

• Periodically reviewing and evaluating the Risk Management Policy and practiceswith respect to risk assessment and risk management processes.

• Continually obtaining reasonable assurance from management that all known andemerging risks have been identified and mitigated or managed.

B. COMPOSITION

The composition of the Risk Management Committee as under:

Name Designation Category
Mr. Y Satish Kumar Chairman NED(I)
Mr.G V Kamath Member NED(I)
Mr.N. Venugopal Member NED(I)

NED (I) : Non Executive Independent Director No meeting held during the year 2018-2019.

13. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(3)(C) and 134(5) of the Companies Act 2013and on the basis of explanation given by the executives of the Company and subject todisclosures in the Annual Accounts of the Company from time to time we state as under:

1. That in the preparation of the annual accounts the applicable accounting standardshave been followed along with proper explanation relating to material departures;

2. That the Directors have selected such accounting policies and applied themconsistently and made judgment and estimates that are reasonable and prudent so as to givea true and fair view of the state of affairs of the Company at the end of the financialyear and of the profit or loss of the Company for that period;

3. That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the Directors have prepared the annual accounts on a going concern basis:

5. That the Directors have lain down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

6. That the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.

14. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THESUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

As on 31st March 2019 the Company has two subsidiaries namely M/s.Taaza InternationalPTE Limited in Singapore and M/s Taaza General Trading FZC in Dubai. The Financialperformance of the subsidiary companies is mentioned in Form AOC- 1 in accordance withSection 129(3) of the Companies Act 2013 which is annexed to this report.

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

15. 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 is a part of this Annual Report in enclosed as Annexure-I.

16. STATUTORY AUDITORS:

M/s M.M. Reddy & Co. was appointed as statutory auditors of the Company for aperiod of 3 years in the AGM held on 26.09.2017 to hold office up to the conclusion of19th Annual General Meeting of the Company to be held in the year 2019. The Auditors M/s.M.M. Reddy & Co Chartered Accountants retire at the ensuing Annual General Meetingand M/s. V Ravi & Co. Chartered Accountants are being appointed in place of theretiring auditors for a period of five years from the conclusion of this Annual GeneralMeeting [AGM] till the conclusion of 24th AGM.

Your Board of Directors has recommended the appointment of M/s V Ravi & Co. asstatutory auditors in place of M/s MM Reddy & Co. based on the recommendation of theAudit Committee to the members for their approval at the forthcoming Annual generalmeeting.

17. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB SECTION (12) OF SECTION143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

There have been no frauds reported by the auditors u/s 143(12).

18. INTERNAL AUDITORS:

The Company has not appointed any Internal Auditors.

19. DISCLOSURE ABOUT COST AUDIT:

Cost Audit is not applicable to your Company.

20. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 134(3) (f) & Section 204 of the CompaniesAct 2013 the Board has appointed M/s. Vivek Surana & Associates Practicing CompanySecretaries to undertake Secretarial Audit of the Company for financial year ending31.03.2019. The report of the Secretarial Auditor is enclosed herewith vide Annexure-II ofthis Report.

21. QUALIFICATIONS IN AUDIT REPORTS:

Explanations or comments by the Board on every qualification reservation or adverseremark or disclaimer made—

(a) Statutory Auditors Report:

The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the yearended March 31 2019 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 and growth in the marketexpected in the coming years.

(b) Secretarial Audit Report:

The Board has duly reviewed the Secretarial Audit Report for the year ended March312018 on the Compliances according to the provisions of section 204 of the Companies Act2013 and the same does not have any reservation qualifications or adverse remarks exceptthat the Company does not have an Internal auditor and the Company is in the process ofappointing Internal Auditor.

22. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The Company has not given loans Guarantees or made any investments during the yearunder review.

23. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of business. There were no materialsignificant related party transactions made by the Company with the Promoters DirectorsKey Managerial Personnel or the Senior Management which may have a potential conflict withthe interest of the Company at large.

All related party transactions were placed before the Audit Committee/Board forapproval. Prior approval of the Audit Committee was obtained for the transactions whichare foreseen and are in repetitive in nature.

The Company has not entered into any contracts/arrangements with related partiesreferred to Section 188(1) of the Companies Act 2013.

24. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINTVENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

During the year under review no Company has become or ceased to become itssubsidiaries joint ventures or associate Company.

25. DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The required information as per Sec.134 (3) (m) of the Companies Act 2013 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

26. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act 2013and Regulation 22 of SEBI (LODR) Regulations 2015 a vigil Mechanism for Directors andemployees to report genuine concerns has been established. It also provides for necessarysafeguards for protection against victimization for whistle blowing in good faith.

Vigil Mechanism Policy has been established by the Company for directors and employeesto report genuine concerns pursuant to the provisions of section 177(9) & (10) of theCompanies Act 2013. The same has been placed on the website of the Company.

27. CORPORATE SOCIAL RESPONSIBILITY (CSR COMPOSITION OF CSR COMMITTEE AND CONTENTS OFCSR POLICY):

Since the Company does not have the net worth of Rs. 500 Crore or more or turnover ofRs. 1000 Crore or more or a net profit of Rs. 5 Crore or more during the financial yearsection 135 of the Companies Act 2013 relating to Corporate Social Responsibility is notapplicable and hence the Company need not adopt any Corporate Social ResponsibilityPolicy.

28. PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec73 74& 76 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014during the financial year under review.

29. SIGNIFICANT & MATERIAL ORDERS PASSED BY COURTS / REGULATORS/ TRIBUNALS:

There are no significant and material orders passed by the regulators /courts thatwould impact the going concern status of the Company and its future operations.

30. DISCLOSURE OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. The Company maintains appropriate system ofinternal 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 serious observations have beennoticed for inefficiency or inadequacy of such controls.

31. INSURANCE:

The Company does not have any major fixed assets and accordingly it is not required totake any insurance policy.

32. 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.

33. SHARE CAPITAL

The authorised share capital of the Company stands at Rs.100000000/-.

The paid up share capital of the Company stands at Rs. 72581100 /- divided into7258110 equity shares of Rs.10/- each.

34. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Since the paid up capital of the Company is less than Rs. 10 Crores and Net worth ofthe Company is less than Rs. 25 Crores Corporate Governance as envisaged in SEBI LODRRegulations is not applicable.

35. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:

The Management Discussion and Analysis Report pursuant to the SEBI (LODR) Regulation2015 appended as Annexure III for information of the Members.

36. POLICIES:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandatedthe formulation of certain policies for all listed companies. All the policies areavailable on our website (https://www.taazastores.com ). The policies are reviewedperiodically by the Board and updated based on need and new compliance requirement.

Name of the policy Brief Description Website link
Board Diversity Policy At Taaza International Limited we believe that a truly diverse board will leverage differences in thought perspective knowledge skill regional and industry experience cultural and geographical background age ethnicity race and gender which will help us retain our competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors. www.taazastores.com
Nomination and Remuneration Policy This policy formulates the criteria for determining qualifications competencies positive attributes and independence for the appointment of a director (executive / non-executive) and also the criteria for determining the remuneration of the directors key managerial personnel and other employees. www.taazastores.com
Policy on Material Subsidiaries The policy is used to determine the material subsidiaries and material non-listed Indian subsidiaries of the Company and to provide the governance framework for them. www.taazastores.com
Related Party Transaction Policy The policy regulates all transactions between the Company and its related parties www.taazastores.com

37. ENVIRONMENTS AND HUMAN RESOURCE DEVELOPMENT:

Your Company always believes in keeping the environment pollution free and is fullycommitted to its social responsibility. The Company has been taking upmost care incomplying with all pollution control measures from time to time strictly as per thedirections of the Government. We would like to place on record our appreciation for theefforts made by the management and the keen interest shown by the Employees of yourCompany in this regard.

38. STATUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutory compliancewith regard to the affairs of the Company in all respects.

39. 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. The following is the summary of sexual harassment complaints received anddisposed during the calendar year.

• No of complaints at the beginning of the year Nil

• No. of complaints received: Nil

• No. of complaints disposed off: Nil

40. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWNAND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT& REMUNERATION) RULES 2014:

A table containing the particulars in accordance with the provisions of Section 197(12)of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is appended as Annexure IV to this Report.

A statement showing the names of the top ten employees in terms of remuneration drawnand the name of every employee is annexed to this Annual report.

During the year NONE of the employees is drawing a remuneration of Rs.10200000/- andabove per annum or Rs.850000/- and above in aggregate per month the limits specifiedunder the Section 197(12) of the Companies Act2013 read with Rules 5(2) and 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

41. RATIO OF REMUNERATION TO EACH DIRECTOR No remuneration was paid to any of thedirectors.

42. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with therequirements of the SEBI (Prohibition of Insider Trading) Regulation 2015. The InsiderTrading Policy of the Company lays down guidelines and procedures to be followed anddisclosures to be made while dealing with shares of the Company as well as theconsequences of violation. The policy has been formulated to regulate monitor and ensurereporting of deals by employees and to maintain the highest ethical standards of dealingin Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures forfair disclosure of unpublished price sensitive information and code of conduct for theprevention of insider trading is available on our website www.taazastores.com .

43. SECRETARIAL STANDARDS

The Company is in compliance with the applicable secretarial standards.

44. EVENT BASED DISCLOSURES

During the year under review the Company has not taken up any of the followingactivities:

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 for purchase of itsshares: NA

5. Buy back shares: NA

6. Disclosure about revision: NA

7. Preferential Allotment of Shares: NA

45. CEO/ CFO Certification

The Managing Director cum CEO and CFO certification of the financial statements for theyear 2018-2019 is annexed in this Annual Report.

46. ACKNOWLEDGEMENTS:

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. YourDirectors also wish to place on record their appreciation of business constituents banksand other financial institutions and shareholders of the Company for their continuedsupport for the growth of the Company.

For and on behalf of the Board
Taaza International Limited
Sd/-
P Ravinder Rao
Place : Secunderabad Chairman & Managing Director
Date : 13.08.2019 DIN:01445527