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Tarai Foods Ltd.

BSE: 519285 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE906C01016
BSE 00:00 | 27 May 8.34 0.39
(4.91%)
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8.15

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8.34

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7.95

NSE 05:30 | 01 Jan Tarai Foods Ltd
OPEN 8.15
PREVIOUS CLOSE 7.95
VOLUME 9468
52-Week high 11.18
52-Week low 3.85
P/E
Mkt Cap.(Rs cr) 15
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 8.15
CLOSE 7.95
VOLUME 9468
52-Week high 11.18
52-Week low 3.85
P/E
Mkt Cap.(Rs cr) 15
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Tarai Foods Ltd. (TARAIFOODS) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 31st Annual Report together with theaudited statement of accounts of the Company for theyearended 31st March 2021.

1. Statement of Company Affairs:

a. Financial Results & Performance:

The performance of the Company for the financial year ended 31st March 2021 issummarizedbelow:

Particulars Financial Year ended 31st March 2021 fRs. In Lacs) Financial Year ended 31st March 2020 (Rs. In Lacs)
Gross Revenue 294.6 314.04
Less: Total Expenditure (317.5) (320.3)
Profit/(Loss) before Exceptional/ Extraordinary Items and Tax (22.9) (6.3)
-Exceptional Items .08 2.5
-Extraordinary Items 0.0 0.0
Profit/fLoss] before tax (23.7) (8.8)
Tax Expenses
Profit/(Loss) for the period (23.7) (8.8)
OtherComprehensive Income 2.1 0.8
Total Comprehensive Income for the Period (21.6) (8.0)

The Company was in its 31st year of operations. During the year under review the Grossrevenue reduced to Rs. 294.6.0 Lacs as compared to Rs. 314.04 Lacs in the previous year.Further the Company incurred a loss of Rs. 23.7 Lacs as compared to a loss of Rs. 8.8Lacs during the Previous Year. The company focused its attention only on production andsale of fresh Mushrooms and the directors are hopeful of better performance in the nextyear.

GLOBAL HEALTH PANDEMIC FROM COV1D-19

In the last quarter of the fiscal financial year 2020 the Covid -19 has disrupteddemand and supply chain across industry negatively impacting the business of the Company.Our focus has been and on the safety of our employees the delivery of service to ourclients and the Financial well-being of the Company.

Although there are uncertainties due to the pandemic and reversal of the positivemomentum gained in the last quarter of FY2021 the strong book order business position theCompany well to navigate the challenges ahead and main power on timely delivery of order.

Transfer to Reserves:

The company has not transferred any amount to General Reserve of the Company during thefinancial year under review.

Dividend:

Due to the losses incurred by the Company no dividend is recommended on the equityshares of the Company for the year ended 31st March 2021.

Material changes and commitments affecting the financial position of the Company whichhave occurred between the end of Financial Year of the Company to which the FinancialStatements relate and the date of the report:

There were no material changes affecting the Financial Position of the company whichoccurred between the end of the financial year till the date of the board report.

Further Mr. Ganesh Kumar (DIN:07722602) and Mr. Ashwini Kumar Pandey (DIN:08198711)Independent Directors of the Company were resigned from directorship of the Company w.e.f.16th July 2021.

MANAGEMENT DISCUSSION & ANAI.YS1S REPORT. RKVIFWOF OPFRATIONS DURING THF YEAR &FUTURE PLANS

(i) Industry structure and developments.

The global frozen foods market is in a state of moderate yet constant expansion.Frozen foods are high on the convenience quotient and hence the adoption of frozen foodswill continue to be observed in areas where urbanization is gathering pace. The marketresearch report on the global frozen food market takes a granular look at the manyinfluencing factors that are steering the growth. The report is a result of qualitativeand quantitative research techniques that aim to drill down to the exact factors that are-driving growth and creating new opportunities for growth.

Mushroom farming is practiced in more than 100 countries and its production isincreasing at an annual rate of 6-7% presently. World production of mushroom is over 25million tons as per claims of Chinese Association of edible mushrooms. Indoor cultivationof mushrooms utilizes the vertical space and is regarded as the highest protein producerper unit area and time - almost 100 times more than the conventional agriculture andanimal husbandly. This high tech horticulture venture has a promising scope to meet thefood shortages without undue pressure on land. In India mushroom production shot up fromnear 38000 tons in 1997 to over 130000 at present India produces about 600 million tonsof agricultural waste annually and a major part of it are left out to decompose naturallyor burnt in citu. This can effectively be utilized to produce highly nutritive food unlikemushrooms and spent mushroom substrate can be converted into organic manure for fieldcrops. Mushroom growing is highly labour oriented venture and two factors i.eavailabilities of raw material and labour make mushroom growing economically profitable inIndia.

On the export front also for the first time during 1994 India not only figured in theUS imports but emerged as the Ilnd largest exporter of the canned mushrooms replacingTaiwan. Now a few commercial mushroom units are exporting canned mushrooms to theAmericans European and other countries regularly.

(ii) Opportunities and Threats

Foods and vegetables - fast growing sector

Fruits and vegetables are one of the most important and fast growing sub-sectors of thefood processing industry. Over the last few years there has been a positive growth inready-to-serve beverages fruit juices and pulps dehydrated and frozen fruits andvegetable products tomato products pickles convenience veg spice pastes processedmushrooms and curried vegetables. The demand has increased because of the factors likeconsumption by nuclear families working women students and single employees stayingalone. There are abundant opportunities in expanding the export market because of goodinternational demand for certain fruits and vegetable products. The Indian food processingindustry is primarily export oriented. India's geographical situation gives it the uniqueadvantage of connectivity to Europe the Middle East Japan Singapore Thailand Malaysiaand Korea.

Macro-economic as well as industry specific (FMCG and Packaged Food) indications pointto enduring buoyancy in the domestic market while the international geographies in whichyour Company operates are likely to be stable as well.

Changing demographics (young higher disposable income experimental urbanizationwillingness to spend) further fuelled by trends like a greater awareness of health andnutrition on one hand and more hedonism (especially the new'affluent' generation) israpidly enlarging the opportunity.

Frozen Finger Chips:

The market of processed potato products is growing at the rate of 15% to 20% per annum.The estimates of trade sources and sector studies indicate a market share of about 30% ofpotato based products in total 2400 crores snack food market.

Domestic Market:

The Frozen French fries market in India is in a nascent stage but is growing at a rateof about 25% per year. The percent organized market for frozen French- fries in India isestimated at over 3500 tonns/annum mostly contributed by imported French Fires. Theestimated domestic production of French fries is about 500 MT.

Mushrooms:

Development trends of Mushroom industry is based on the increasing consumerconsciousness and demand for nutritious quality and organic products in domestic andinternational market Increasing interest in protection of environment from the industrialpollution and environment friendly progress in mushroom production and processingtechnologies resulting in tremendous growth in the productivity and p roduction ofmushrooms.

Strength:-

Mushrooms are grown seasonally as well as state-of-art environment controlled Crop roomin the commercial units. It is highly labour oriented venture and labour availability isno constraint in the vicinity of Tarai Foods and two factors that is availabilitiesof raw materials and labour make mushroom growing economically profitable in this region.Moreover Tarai foods Ltd. Rudrapur is located in the bowl of raw materials likeWheat Straw Sugar cane Bagasse & Chicken Manure required for composting. Besides themoderate climate of the Tarai region is well suited to mushroom production as temperaturedoes not as high alike other parts of the country.

Awareness about food and medicinal values of mushrooms increasing quantitative use ofmushrooms in the country thus creating better market for a product like fresh andprocessed mushrooms. There is increasing market for value added products like pickles orsoup powder of mushrooms.

Threats

• Uncontrolled price structure

When there is a glut in the market the price of certain food items falls downconsiderably but as the demand increases or there is shortage of those food items in themarket the price rises up with a vast variation. Thus there is always an uncertainty inmarket prices of most of the food items which reduces the amount of net profit and thisdiscourages the manufacturers/ producers of these food items. This problem gets aggravatedduring peak production months also because there is no minimum support price from theGovt

• High transportation charges:

Although agro and animal wastes are available in plenty in India but theiravailability are not evenly distributed Due to diversified climate and topography of landdifferent kinds of crops are raised in different parts of the Country and production/manufacture have to pay heavy transport charges. The hike in diesel/petrol prices fromtime to time aggravates this problem.

• Competition: eg -Availability of canned Chinese mushroom atlower price

• Unorganized production and sale particularly by seasonal farmers resulting inglut in market during winter months. This results in price cut in the period.

• Lack of modem facilities to produce quality compost casing material spawn andprocessed products. TFL is going to improve its facilities in this regard.

To address these risks the Company has a single point source supplier of Frozen/IQF(Individually Quick Frozen products to the customers as per their requirements with highquality products at a lower cost. Though the competition is fierce the goodwill and thequality of the products offered by the Company are great plus factors and the Companyexpects to overcome the competition. The Company had expanded its product line bothhorizontally as well as vertically.

(in) Segment wise & Product-wise performance:

The Company operates in a single segment. The product wise performance is as under:

Processed Foods

• Fresh Mushrooms

• Mushroom Spawn

• Compost for Mushroom

Product-wise performance Sale of Finished Goods

Description Current Year Previous Year
Qty. (in MTs) Value (in Rs. In lacs] Qty. (in MTs) Value (in Rs In Lacs)
Fresh Mushrooms 217.59 270.02 236.09 280.33
Mushroom Spawn 5.72 7.15 4.41 5.59
Compost for Mushroom 32.08 2.84 37.67 3.15

The company has completely diversified in Mushroom growing under controlled conditions.It has been successful in creating capacities of 6.55 qntl. a day for Mushroom and ishopeful of expanding it to 1 ton a day in near future.

(iv) Outlook:

Food Processing Industry is of enormous significance for India's development because ofthe vital linkages and synergies that it promotes between the two pillars of the economynamely Industry and Agriculture. The growth potential of this sector is enormous and it isexpected that the food production will double in the next 5 years and the consumption ofvalue added food products will also grow at a fast pace. This growth of the FoodProcessing Industry will be of immense benefits to the economy raising agriculturalyields meeting productivity creating employment and raising the standard of very largenumber of people throughout the Country specially in the rural areas. Economicliberalization and rising consumer prosperity is opening up new opportunities fordiversification in food processing sector.

The nature of the Indian food processing market and the experiences of successfulIndian and MNC players indicate that this sector will grow substantially in future becauseof the following reasons :

1. Effective distribution network and supply chain

2. Product range that is customized to suit local market requirements.

3. Superior processing technology

4. Brand building and marketing

Management is consistently keeping dose watch on the changing market scenario and thebusiness strategy is reviewed regularly for achieving a consistent growth by meeting thetough international competition successfully.

(v) Risks and concerns:

Every business has inherent risks involved in it operations which maybe eitherexternal or internal. The external factors are market competition availability of cheapersubstitute products Government policies regarding power tariffs and ongoing political andeconomic changes in the importing Country. The Company may not have much control over suchfactors; however it is important to address these risks & concerns to mitigate theiroverall impact on the business. Formal risk assessment and Management approach along withthe regular monitoring mechanism in the Company ensures that these risks are dulyaddressed and well managed. High focus on safety of plant its premises and peoplecontinuity and proactive Management of related business environment are essential for therisk management in the overall supply chain and business in general.

(vi) Internal control systems and their adequacy.

The Company has an adequate system of internal controls to ensure that all activitiesare monitored and controlled as well as transactions are authorized recorded and reportedcorrectly. The Company ensures adherence to all internal control policies and proceduresas well as compliance with all regulatory guidelines which are supplemented by internalaudit regularly.

The Audit Committee of the Board meets on quarterly basis and reviews the interna]control systems as well as financial statements.

fviil Discussion on financial performance with respect to operational performance:

The Company has diversified its operations into Mushroom growing in artificiallycontrolled temperature setting and offers a wide range Frozen and IQF [Individually QuickFrozen) product range of peas fruits/vegetables as per the requirements of the customersmeeting strict quality & hygiene standards. Canned peas in various shapes and sizesare also available as per the customer requirement. The Company is a single point sourceof supplier of Frozen IQF products to the customers as per their requirements.

(viii) Material developments in Human Resources / Industrial Relations front includingnumber of people employed

The Company lays due emphasis on sound Human Resource Management practices andappraisal systems with focus on cordial employee relations to ensure higher level ofproductivity and operational efficiency. Adequate efforts have been made to strengthen anddevelop its human resources as a key strength through continuous training inputs andfocused development plan. As on 31st March 2021 the total numbers of permanent employeesin the Company were 12.

The belief that 'great people create great organizations' has been at the core of theCompany's approach to its people. We continued to make significant investments fortraining in the areas of marketing excellence customer service and building capabilitiesfor organized retail trade.

(ix) Details of significant changes (i.e. change of 25% or more as compared to theimmediately previous financial year) in key financial ratios along with detailedexplanations therefor:

Particular FY 2020-21 FY 2019-20
Debt Equity Ratio (196.09) (233.73)
Asset Proprietary Ratio (40.08) (33.26)

(x) Details of any change in Return on Net Worth as compared to the immediatelyprevious financial year along with a detailed explanation thereof:

The company has low production and sales during the year during the year due theadverse impact of the Pandemic C0V1D-19 due to which there has been a change in the Returnon Networth as compared to previous financial year.

(xi) COMPLIANCE WITH SECRETARIAL STANDARDS

The Company confirms compliance with the applicable requirements of SecretarialStandards 1 and 2 prescribed by the Institute of Company Secretaries of India (ICSI).

b. Kcv Changes during the year:

1. Changes in the Nature of business: NIL

2. Changes during the year in Directors and KMP:

a. Ms. Arti Verma resigned from Company Secretary of the company w.e.f. 30th August2020.

b. Dr. Ram Pyare Singh (DIN: 03615102) resigned from Whole time Director and ChiefFinancial officer of the Company w.e.f. 31st March 2021.

c. Mr. Vijay Kant Asija was appointed as Company secretary cum compliance officer ofthe Company as Whole Time Key Managerial Personnel of the Company w.e.f. 31st March2021.

3. Changes in the Subsidiaries Joint Venture and Associate Company: The Companydid not make any subsidiaries Joint Ventures and Associate Company during the financialyear under review.

4. Details of Significant & material order passed by the regulators or Courts orTribunal impacting the Going Concern status & Company's operation in future:

No significant or material order has been passed by the regulators courts or tribunalsimpacting the going concern status and company's operation in future. During the yearunder review.

2. Directors:

The Board of Directors of the Company is duly constituted as at 31sl March 2021.However due to resignation of independent Directors w.e.f. 16th July 2021 the Companyis in process to fulfill the board composition of the Company.

a. Composition and Meetings of the Board:

The Board Comprises of Mr. G.SSandhu Mrs Kiran Sandhu Mr. Ganesh Kumar Mr. LilanshuArora and Mr. Aswini Kumar Pandey as at the end of the Financial Year. During the yearunder review the meetings of Board of directors were duly held 7 (Seven] times on31/07/2020 24/08/2020 10/09/2020 15/09/2020 13/11/202012/02/2021 and 31/03/2021 inrespect of which meetings proper notices were given and the proceedings were properlyrecorded and the maximum time gap between 2 board meetings is as per the provisions of theCompanies Act 2013 read with SEB1 (Listing Obligations & Disclosure Requirement]Regulations 2015. The details of the directors who attended the meetings are givenseparately in the Corporate Governance report annexed separately. The Board has adoptedall the recommendations of Audit Committee.

b. Composition and Meeting of Audit Committee:

The Audit Committee is duly constituted as at end of the financial year. The AuditCommittee comprises of Mr. Lilanshu Arora Mrs. Kiran Sandhu Mr. Ganesh Kumar and Mr.Ashwini Kumar Pandey as the members of the Committee. The Audit Committee duly met Four(4] times on 31/07/2020 15/09/2020 13/11/2020 and 12/02/2021 during the financial year.The details of the Members who attended the meetings are given separately in the CorporateGovernance report annexed separately.

c. Composition and Meeting of Nomination and Remuneration Committee:

The Nomination and Remuneration Committee comprises of Mr. Lilanshu Arora Mrs. KiranSandhu Mr. Ganesh Kumar and Mr. Ashwini Kumar Pandey as the members of the Committee asat the end of the financial year. The Nomination and Remuneration Committee duly met Four(4] times on 31/07/2020 13/11/2020 12/02/2021 and 31/03/2021 during the financial year.The details of the Members who attended the meetings are given separately in the CorporateGovernance report annexed separately.

d. Composition and meeting of Stakeholders Relationship Committee:

The Stakeholders Relationship Committee comprises of Mr. Lilanshu Arora Mrs. KiranSandhu Mr. Ganesh Kumar and Mr. Ashwini Kumar Pandey as the members of the Committee asat the end of the financial year. The Stakeholder Relationship Committee duly met Three(3] Times on 31/07/2020 13/11/2020 and 12/02/2021 during the Financial Year. Thedetailsofthe Members who attended the meetings are given separately in the Corporate Governancereport annexed separately.

c. Declaration bv Independent Directors and their meeting:

The Company has received the requisite dedarations under section 149(7] ofthe CompaniesAct; 2013 read with the SEB1 (Listing Obligations & Disdosure Requirement)regulations 2015 from each of the Independent directors at the start of the FinancialYear and at the time of their respective appointments and or re-appointments stating thatthey meet the criteria of independence as mentioned under Section 149[6] of the Act.

Due to Covid -19 outbreak the Ministry of Corporate Affairs vide Circular No. 11/2020dated 24th March 2020 grant relaxation to Independent Directors for not conducting themeeting if they are not able to hold the meeting during the financial year 2020-21.Accordingly there was no separate Meeting of Independent Director of the Company was heldduring the year under review.

Familiarization & Training Programme for Independent Directors:

The Company had provided suitable training to all the independent directors of theCompany and to familiarize them with the Company the business model the socio-economicenvironment in which the Company operates the operational and financial performance ofthe Company. The familiarization Programme also seeks to update the Independent Directorswith their roles rights responsibilities duties under the Act and other statutes.

d. Policy on Director's appointment and remuneration:

The current policy is to have an appropriate mix of executive & non-executive andindependent directors to maintain the independence of the board and separate its functionsof governance and management The policy of the Company on Directors appointment andremuneration including the criteria for determining the qualifications positiveattributes independence of a Director and other matters as provided under Section 178(3]of the Companies Act 2013 is as per the terms laid down in the Nomination &Remuneration policy of the Company. The Nomination & remuneration Policy of theCompany is annexed as Annexure-1.

3. Auditors:

a. Statutory Auditors:

M/s Sunil Vashisht & Co. Chartered Accountants (FRN: 005016N) having Office atR-8 South Extension Part-2 New Delhi - 110049 were appointed as the Statutory Auditorsof the Company for a period of 5 years in the 28dl Annual General Meeting held on28.09.2018 to hold office till the conclusion of 33rtl Annual General Meeting of theCompany to be held in the year 2023.

Reporting of frauds by auditors:

During the year under review the auditors has not reported to the Board under sub-section [12] of section 143 of the Companies Act 2013 any instances of fraud committedagainst the Company by its officers or employees the details of which would need to bementioned in the Board's report

There are no explanations or comments given by the Board as the report given byauditors of the Company doesn't contain any qualification reservation or adverse remarks.

b. Secretarial Audit:

The Board has appointed M/s Santosh Kumar Pradhan Practicing Company Secretary as theSecretarial Auditor to conduct the secretarial audit of the Company for the Financial Year2020-21.

The secretarial audit report as required under section 204 of the Companies Act 2013is annexed as Annexure 2 and forms part of this report

Comments of Secretarial Auditor and Board's explanation:

Comments of Secretarial Auditor:

• 100% Promoter's shareholding of the Listed Entity is not in Dematerialized formas required under Regulation 31(2) ofSEBl (Listing Obligations and DisclosureRequirements) Regulations 2015.

• The Company has not paid the listing fees to the Bombay Stock Exchange for theFinancial Year 2021-22.

Board's Explanation:

The Company is taking necessary steps for making 100% promoter's shareholding in dematform and will pay the listing fees to the Stock Exchange.

c. Disclosure about Cost Audit:

The provisions of the cost audit and maintenance of cost records as specified by theCentral Government under sub-section (1) of section 148 of the Companies Act 2013 is notapplicable on the Company and accordingly such accounts and records are not required to bemade and maintained.

4. Annual Return:

The Annual return of the Company as at 31.03.2021 is available in the Company's websiteat www.taraifoods.com as required under sub-section (3) ofSection 92 of the Companies Act2013.

5. Vigil Mechanism: f Whistle Blower Policy!

A Vigil Mechanism / Whistle Blower Policy pursuant to the provisions of Section 177(9)of the Companies Act 2013 was approved by the Board. The vigil mechanism shall providefor adequate safeguards against victimization of employees and directors who avail of thevigil mechanism and also provide for direct access to the Chairperson of the AuditCommittee in exceptional cases.

Mr. Manjit Singh Plant manager was appointed as the Vigilance Officer to hear thegrievances of the employees with any person in the company and take steps to resolve theissues amicably and report the same to the Managing Director of the Company and offencesof serious nature may be brought to the attention Mr. Ganesh Kumar Chairman of the AuditCommittee of the Company who shall after hearing the concerned person award appropriatepunishment to the offender.

6. Deposits:

During the year under review your company has not accepted any public deposits interms of the provisions ofSection 73 of the Companies Act 2013 read with the Companies(Acceptance of Deposit) Rules 2014.

7. Loans. Guarantees or investments:

The Company has not given any loan or provided any Guarantees and has not made anyinvestments during the financial year under review.

8. Contracts and arrangements with related parties:

The Company has not entered into any contracts and arrangements with related partiesreferred to in sub section (1) of Section 188 of the Companies Act 2013 and hence theForm AOC-2 is not required to be annexed.

9. Corporate Social Responsibility:

The provisions of Corporate Social Responsibility are notapplicable on the Company.

10. Risk Management Policy:

Every business has inherent risks involved in it operations which may be eitherexternal or internal. The external factors are market competition availability of cheapersubstitute products Government policies regarding power tariffs and ongoing political andeconomic changes in the importing Country. The Company may not have much control over suchfactors; however it is important to address these risks & concerns to mitigate theiroverall impact on the business. Formal risk assessment and Management approach along withthe regular monitoring mechanism in the Company ensures that these risks are dulyaddressed and well managed. High focus on safety of plant its premises and peoplecontinuity and proactive Management of related business environment are essential for therisk management in the overall supply chain and business in general.

11. Internal Financial controls Systems And Their Adequacy:

The Company has an adequate system of internal controls to ensure that all activitiesare monitored and controlled as well as transactions are authorized recorded and reportedcorrectly. The Company ensures adherence to all internal control policies and proceduresas well as compliance with all regulatory guidelines which are supplemented by internalaudit regularly.

The Audit Committee of the Board meets on quarterly basis and reviews the internalcontrol systems as well as financial statements.

12. Share Capital:

The Company has only one land ofSharesi.e. Equity shares with same voting rights TheCompany has not issued any sweat equity shares during the financial year under review. TheCompany has not issued any further shares during the financial year under review. Furtherduring the year under review the Company has not made any offer to buy back its shares.

13. Particulars of Employees:

Information in accordance with the provisions of Section 197 of the Companies Act 2013read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules; 2014 is annexed as Annexure 3 and forms part of this report.

14. Energy Conservation. Technology Absorption and Foreign Exchange Earnings and Outgo:

Information in accordance with the provisions of Section 134 of the Companies Act2013 read with the Companies (Accounts] Rules 2014 regarding conservation of energytechnology absorption and Foreign exchange earning & outgo of the Company were givenas per Annexure 4 to this report.

15. Corporate Governance report:

A Comprehensive report on Corporate Governance as stipulated under Regulation 34(3] ofthe SEB1 (Listing Obligations & Disclosure Requirements] Regulations 2015 is attachedto this report

Your Company has obtained a certificate from the Statutory Auditor regarding thecompliance of conditions of Corporate Governance as stipulated under Schedule V (E] theSEBI (Listing Obligations & Disclosure Requirements] Regulations 2015 and the same isannexed.

16. Code Of Conduct For Prevention Of Insider Trading:

Your Company's Code of Conduct for Prevention of Insider Trading covers all theDirectors senior management personnel persons forming part of promoter(s]/promotergroup(s) and such other designated employees of the Company who are expected to haveaccess to unpublished price sensitive information relating to the Company. The Directorstheir relatives senior management personnel persons forming part of promoter(s)/promotergroup(s) designated employees etc. are restricted in purchasing selling and dealing inthe shares of the company while in possession of unpublished price sensitive informationabout the Company as well as during the closure of trading window.

The Board of Directors has approved and adopted the revised Code of Conduct toRegulate fair disclosure Monitor and Report Trading by Insiders in line with SEBI(Prohibition of Insider Trading) Amendment Regulation 2018.

17. Formal Annual Evaluation of Board of its own performance and that of its Committeesand Directors:

Pursuant to the provisions of the Act and the Listing Regulations the Board hascarried out an annual performance evaluation of its own performance its committees andthe individual directors. The manner in which the evaluation has been carried out has beenexplained in the Corporate Governance Report

18. Disclosure under the Sexual Harassment of Women at workplace fPrevention.Prohibition and Redressall Act 2013:

The details are as follows:

1. Number of Complaints of Sexual Harassment received in the year: Nil

2. Number of Complaints disposed during the year: N.A

3. No. of cases pending for more than ninety days: Nil

4. No. of workshops or awareness Programme against Sexual harassment carried out: Nil

5. Nature of action taken by the employee or District officer: N.A

The Company is in the process of constituting Internal Complaints Committee underSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.The Internal Complaints Committee will provide adequate safeguard against SexualHarassment Complaints and will provide direct access to the Chairperson of the InternalComplaints Committee. It will take steps to resolve the issues and after hearing theconcerned person award appropriate punishment to the offender.

19. Disclosure under Secretarial Standard-1 fSS-1):

Adherence by a Company to the Secretarial Standards is mandatory as per Sub-section(10) of Section 118 of Companies Act 2013. As per the disclosure requirement of para (9)of Secretarial Standard-1 (SS-1) the Company complies with the provisions of applicableSecretarial Standards in respect of the convening of the Board & General Meetings.

20. Directors' Responsibility Statement:

Pursuant to the requirement under Section 134(5) of the Companies Act 2013 withrespect to the Directors' Responsibility Statement it is hereby confirmed that:

1. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating tomaterial departures;

2. 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;

3. 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

4. The Directors had prepared the annual accounts on a 'going concern' basis; and

5. The directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adeq uate and were operatingeffectively.

6. The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adeq uate and operating effectively.

21. STOCK EXCHANGE LISTING

The shares of the Company are listed on BSE Limited (BSE). The listing fee for thefinancial year 2021 - 22 has not been paid to BSE till the date of this report

APPRECIATION:

We wish to convey our sincere thanks to the Shareholders and various agencies of theCentral Government State Governments Financial Institutions Company's Banker andBusiness Associates for

their continued cooperation extended to the Company. We also wish to record our deepappreciation of the contribution made by the employees atall levels.

By Order of the Board
Tarai Foods Limited
Place: Rudrapur
Date: 13.08.2021
Sd/-
Mr. G.S. Sandhu
Chairman
DIN:00053527
Address: 118 Madan Lai Block
Asian Games Village
New Delhi- 110049.

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