TO THE MEMBERS
Your Directors have pleasure in presenting their 36th Annual Report on the business andoperations of your Company for the year ended 31st March 2019.
HIGHLIGHTS OF PERFORMANCE
|Particulars || |
Year ended 31st March 2019
Year ended 31st March 2018
|Turnover ||11446.48 ||7362.91 |
|Profit/(Loss) before Interest Depreciation & Taxation (PBIDT) ||227.76 ||130.03 |
|Interest ||1.66 ||-- |
|Profit/(Loss) before Depreciation & Taxation (PBDT) ||226.10 ||130.03 |
|Depreciation ||49.82 ||93.99 |
|Profit/(Loss) Before Tax and Extraordinary items (PBTE) ||176.28 ||36.04 |
|Extraordinary items ||-- ||-- |
|Profit/(Loss) Before Tax (PBT) ||176.28 ||36.04 |
|Provision for Taxation / (Deferred Tax) ||13.02 ||(2.90) |
|Profit/(Loss) After Tax (PAT) (A) ||163.26 ||38.94 |
|Other Comprehensive Income ||69.01 ||29.54 |
|Total Comprehensive Income ||232.27 ||68.48 |
The Paid-up Share Capital of the Company comprising Equity Shares is Rs. 6 Crores ason 31st March 2019. The Company has not during the year issued any shares with orwithout differential voting rights granted stock options or issued sweat equity shares.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as "Annexure A".
MEETINGS OF THE BOARD
During the year under review four Board Meetings were held on 28th May 2018 27thJuly 2018 31st October 2018 and 11th February 2019.
During the year under review the Audit Committee met on 28th May 2018 26th July2018 31st October 2018 and 11th February 2019.
The intervening gap between the Meetings was within the period as prescribed under theCompanies Act 2013.
ACCOUNTING POLICIES AND PROCEDURES
The Company has adopted the Indian Accounting Standards ("Ind AS") notifiedunder the Companies (Indian Accounting Standards) Rules 2015 for preparation andpresentation of these Financial Statements.
The financial statements provide a true and fair view of the state of affairs of theCompany and are compliant with the accounting standards notified in the Companies Act2013.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act 2013 the Directorshereby confirm to the best of their knowledge and belief that:
(a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanations relating to material departures;
(b) the Directors have 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 of the Company for that period;
(c) The Directors have 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 have prepared the annual accounts on a going concern basis;
(e) The Directors have laid down internal financial controls to be followed by theCompany which are adequate and operating effectively; and
(f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS
Mr. Prem Sagar (DIN: 00040396) Mr. K.N. Malhotra (DIN: 00128479) Mr. Vinay Killa(DIN: 00060906) and Ms. Sarada Hariharan (DIN: 06914753) Independent Directors havefiled the requisite declarations with the Company in accordance with Section 149(7) of theCompanies Act 2013 (the Act) to the effect that they qualify as Independent Directorswithin the meaning of Section 149(6) of the Act.
Upon the recommendations of the Nomination and Remuneration Committee in terms ofSection 178(4) of the Companies Act 2013 your Board has adopted a policy relating to theremuneration for the Directors key managerial personnel and other employees of theCompany. The salient features of the said policy is annexed herewith as "AnnexureB" and the complete Policy can be viewed at the official website of the Company atwww.taiind.com
The composition of the Nomination and Remuneration Committee is as follows:
|Mr. Prem Sagar ||Independent Director ||Chairman |
|Dasho Topgyal Dorji ||Non-executive Director ||Member |
|Mr. Kanwal Nain Malhotra ||Independent Director ||Member |
|Mr. Vinay Killa ||Independent Director ||Member |
DIRECTORS RESPONSE TO COMMENTS MADE IN THE STATUTORY AUDITORS REPORT AND INTHE REPORT OF THE SECRETARIAL AUDITOR
The Statutory Auditors have issued an Audit Report with unmodified opinion on theFinancial Results of the Company for the year ended 31st March 2019 and there were noqualifications reservations adverse remarks or disclaimers in the said Report and alsoin the Secretarial Audit Report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The Company has not given any loans guarantees or made any investments in excess ofthe threshold amounts as prescribed in Section 186 of the Companies Act 2013.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were onan arms length basis and were in the ordinary course of business. There were nomaterially significant related party transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict with the interests of the Company. All Related Party Transactions were placedbefore the Audit Committee and also the Board for approval. Prior omnibus approval of theAudit Committee has been obtained on a quarterly basis for the transactions which were ofa foreseen and repetitive nature. The statement of particulars of contracts orarrangements with related parties referred to in Section 188(1) of the Companies Act 2013is annexed hereto as "Annexure C".
STATE OF COMPANYS AFFAIRS
The Income from the operations of your Company compared to that of the previous yearis given hereunder:
|Particulars || |
C3 - Retail
| || |
|Revenue || || || || |
|Current Year ||1392.12 ||8387.15 ||1667.20 ||11446.47 |
|Previous Year ||1355.33 ||4298.57 ||1709.01 ||7362.91 |
PLANS AND PROSPECTS
Fruit Product Division
Increasing urbanization lifestyle changes greater affluence and increased rates ofwomen working outside of home are driving the demand for processed foods.
Continued efforts are being made to develop an efficient supply chain and distributionnetwork that ensures visibility and availability of products in the market. DRUK productsare very popular with the customers.
The supply of our Ferro Silicon to the markets was satisfactory.
Charcoal supply was maintained as per regular demand in Bhutan.
Margins continued to remain constrained due to competition.
There was no improvement in the performance of C3 over that of the previous year. Highcost of real estate and various changes in state policies continue to remain a challenge.Efforts are underway to explore the untapped markets with the right set of products andpricing.
TRANSFER TO RESERVES
Your Board has considered appropriate not to transfer any amount to the GeneralReserves of the Company.
In order to conserve funds for the future development and growth of the Company yourDirectors have not recommended payment of any dividend on equity shares of the Company forthe year ended 31st March 2019.
Conservation of Energy
Your Companys activities being trading in nature energy consumed is only in thenature of electrical consumption for use and maintenance of office appliances. Howeverthe efforts of your Company are aimed at keeping the consumption levels to as low aspracticable.
Your Company not being engaged in any manufacturing activity there is no informationto be provided in this regard.
Foreign exchange earnings and outgo
As trade between India and Bhutan are being transacted in Indian Rupees there has beenno foreign exchange earnings or outgo during the year.
RISK MANAGEMENT POLICY
Your Company has implemented an effective risk management policy focusing on riskassessment risk management and risk monitoring aimed at reducing losses or injuryarising out of various risk exposures.
ANNUAL EVALUATION OF BOARD COMMITTES AND DIRECTORS
In terms of section 134(3)(p) of the Companies Act 2013 your Board of Directors hasadopted an annual evaluation process for evaluating its own performance as a whole andthat of its Committees and of its individual Directors.
As the law has not prescribed any evaluation methodology the following factors havebeen considered for evaluating the performance of the Board/ Committees/ Directors/Chairperson/ Managing Director/ Whole-time Director on a case to case basis:
People factors (knowledge personal characteristics Board size structuredirectors contribution interpersonal skills level of commitment Board roombehaviour etc); and
Process factors (planning and managing Board meetings information flowoversight management risk management coordination etc.)
Each Director is given a Form for assessing the overall performance of the Board/Committees/ Directors/ Chairperson/ Managing Director / Wholetime Director as the case maybe sufficiently in advance. The forms which include a set of questions having a ratingmechanism are reviewed and analysed by the Nomination & Remuneration Committee beforeplacing its feedback before the Board.
In accordance with Article 68 of the Articles of Association of the Company DashoTopgyal Dorji (DIN : 00296793) retires by rotation at the forthcoming Annual GeneralMeeting and being eligible offers himself for reappointment.
Mr. Prem Sagar (DIN: 00040396) Mr. K.N. Malhotra (DIN: 00128479) Mr. Vinay Killa(DIN: 00060906) and Ms. Sarada Hariharan (DIN: 06914753) will vacate office asIndependent Directors at the conclusion of the forthcoming Annual General Meeting of theCompany. On the recommendations of the Nomination and Remuneration Committee the Boardhas proposed the reappointment of Mr. Prem Sagar (DIN: 00040396) Mr. K.N. Malhotra (DIN:00128479) Mr. Vinay Killa (DIN: 00060906) and Ms. Sarada Hariharan (DIN: 06914753) asIndependent Directors of the Company for a period of 5 years commencing from theconclusion of the 36th Annual General Meeting to the conclusion of the 41st Annual GeneralMeeting.
Your approval for their appointment as Independent Directors has been sought in theNotice convening the Annual General Meeting. Notices u/s 160 of the Companies Act 2013have been received for the reappointments of Mr. Prem Sagar (DIN: 00040396) Mr. K.N.Malhotra (DIN: 00128479) Mr. Vinay Killa (DIN: 00060906) and Ms. Sarada Hariharan (DIN:06914753) who have filed their consent to act as Directors of the Company if appointed.
During the current year the tenure of Dasho Wangchuk Dorji (DIN: 00296747) asWhole-time Director expired on 19th May 2019 and he was reappointed by the Board asWhole-time Director upon the recommendations of the Nomination and Remuneration Committeesubject to the approval of the shareholders of the Company and the Central Government fora period of three years with effect from May 20 2019.
During the current year the tenure of Mr. Rohan Ghosh (DIN: 00032965) as ManagingDirector expired on 18th May 2019 and he was reappointed by the Board as ManagingDirector upon the recommendations of the Nomination and Remuneration Committee subject tothe approval of the shareholders of the Company for a period of three years with effectfrom 19th May 2019.
Appropriate resolutions seeking your approval to the aforesaid appointments of theWhole-time Director and Managing Director and the terms of their remuneration have beenprovided in the Notice convening the 36th Annual General Meeting.
All Directors have certified that the disqualifications mentioned under Sections 164167 and 169 of the Companies Act 2013 do not apply to them. Your Directors hereby affirmthat the Directors are not debarred from holding the office of director by virtue of anySEBI order or any order from such other authority.
The Independent Directors have affirmed compliance with the Code for the IndependentDirectors mentioned in Schedule IV of the Companies Act 2013. The Independent Directorshave given their declaration that they meet the criteria of independence referred to inSection 149(6) of the Companys Act 2013 and that they are not disqualified to actas such Independent Directors.
Brief profiles of the Directors being reappointed have been provided in the Notice ofthe Annual General Meeting.
KEY MANGERIAL PERSONNEL
The following functioned as Key Managerial Personnel during the year:
|Rohan Ghosh ||Managing Director |
|Mou Mukherjee ||Chief Financial Officer |
|Indira Biswas ||Company Secretary |
The Company has not accepted any deposit from the public falling within the ambit ofSection 73 of the Companies Act 2013 and The Companies (Acceptance of Deposits) Rules2014.
ORDERS PASSED BY REGULATORS
During the year under report there were no significant and material orders passed byregulators or courts or tribunals impacting the Companys going concern status andits future operations.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company has an adequate internal audit system carried out by external firms ofChartered Accountants which is commensurate with the size scale and complexity of itsoperations. The Internal Auditors submit their Reports upon completion of limited review /audit for consideration by the Directors.
Based on the reports of internal auditors the respective heads of thedepartments/divisions undertake corrective action in their respective areas and therebystrengthen the controls. Significant audit observations and corrective actions thereon arepresented to the Audit Committee of the Board.
CORPORATE SOCIAL RESPONSIBILITY
It is not obligatory on the part of your Company to have a Corporate SocialResponsibility Policy/Committee since your Companys net worth turnover and netprofit during the financial year ended on 31st March 2019 is below the threshold limitsas specified in Section 135 of the Companies Act 2013.
The Audit Committee consists of three Nonexecutive Independent Directorspossessing the requisite experience and expertise.
The composition of the Audit Committee is as follows:
|Mr. Prem Sagar ||Independent Director ||Chairman |
|Mr. Kanwal Nain Malhotra ||Independent Director ||Member |
|Mr. Vinay Killa ||Independent Director ||Member |
The Company Secretary is the Secretary of the Committee and the Managing Director andThe Chief Financial Officer are invitees to the Meetings of the Committee.
All recommendations of the Audit Committee were duly accepted by the Board and therewere no instances of any disagreements between the Committee and the Board during theyear.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has put in place a Vigil Mechanism Policy in accordance with Section177(10) of the Companies Act 2013. The details of the policy may be viewed at theofficial website of the Company at www.taiind.com and is also annexed hereto as"Annexure D"
PREVENTION OF SEXUAL HARASSMENT
Your company is committed to providing a safe and secure working environment to itswomen employees and has in place the required Internal Committee as envisaged in theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
There were no cases of sexual harassment reported during the year under review.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of Regulation 34(2)(e) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a Management Discussion and Analysis Report is annexedhereto as "Annexure E".
Your Company is exempted from complying with the Corporate Governance provisions underRegulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015since the Companys share capital and net worth was less than the specifiedthreshold as on the last day of the previous financial year.
Your Directors confirm that the Company has during the year complied with theapplicable Secretarial Standards issued by The Institute of Company Secretaries of India.
DEMATERIALISATION OF SECURITIES
The shares of the Company are compulsorily traded in dematerialised form for allshareholders. 63.34 % of the total number of shares stand dematerialised as on 31stMarch 2019. Letters have been sent to all shareholders holding shares in physical modeinforming them that as per revised Regulation 40 of SEBI (LODR) Regulations 2015 shareswill be transferred only in dematerialised mode effective from 1st April 2019 and theshareholders have been requested to dematerialise their existing shares in physical form.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is annexed hereto as "Annexure F".
M/s. KAMG & Associates Chartered Accountants (Reg. No. 311027E) who wereappointed Statutory Auditors of the Company in terms of Section 139 of the Companies Act2013 read with the Companies (Audit and Auditors) Rules 2014 to hold office from theconclusion of the 33rd Annual General Meeting upto the conclusion of the 38th AnnualGeneral Meeting continue as Statutory Auditors of the Company.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company appointedMessrs T. Chatterjee & Associates Company Secretaries (FRN No. P2007WB067100) toundertake the Secretarial Audit of the Company.
The Report of the Secretarial Audit is annexed herewith as "Annexure E".
There have been no material changes between the end of the Financial Year and the dateof this Report
Your Directors wish to place on record their grateful appreciation of the excellentsupport and co-operation received from the Shareholders Banks Financial Institutions andInvestors Government Authorities Stock Exchanges Reserve Bank of India Central andState Governments. Your Directors also wish to place on record their deep appreciation ofthe dedication competence and support of the employees at all levels for theircontribution towards the performance of your Company.
| || ||For and on behalf of the Board |
| ||VINAY KILLA ||ROHAN GHOSH |
|Place: Kolkata ||(DIN : 00060906) ||(DIN : 00032965) |
|Date: 27th May 2019 ||Independent Director ||Managing Director |