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Tarsons Products Ltd.

BSE: 543399 Sector: Others
NSE: TARSONS ISIN Code: INE144Z01023
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VOLUME 23311
52-Week high 928.65
52-Week low 570.00
P/E 42.69
Mkt Cap.(Rs cr) 4,104
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 779.90
CLOSE 779.90
VOLUME 23311
52-Week high 928.65
52-Week low 570.00
P/E 42.69
Mkt Cap.(Rs cr) 4,104
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Tarsons Products Ltd. (TARSONS) - Director Report

Company director report

Dear Shareholders

Your Directors' take pleasure in presenting the 39th AnnualReport of the Company together with the audited financial statements (Standalone andConsolidated) prepared in compliance with Ind AS Accounting Standards for the year ended31st March 2022.

STATE OF COMPANY'S AFFAIR AND BUSINESS OVERVIEW

The Company ('Tarsons') is an Indian labware Company engaged indesigning development manufacturing and marketing of 'consumables' 'reusables' and'others including benchtop equipment' used in various laboratories across researchorganizations academia institutes pharmaceutical companies CROs diagnostic companiesand hospitals. The Company is also engaged in the manufacturing of wide range of qualitylabware products which helps scientific discovery and improve healthcare. Tarsonscurrently operate through five manufacturing facilities located in West Bengal. TheCompany cater to a diverse range of end customers across various sectors which includeresearch organizations academic institutions pharmaceutical companies CROs diagnosticcompanies and hospitals and distribute the products to these end customers on a pan-Indiabasis through authorized distributors. The Company supply products to life sciencesindustry under the brand label

"TARSONS WITH THE WORDS -TRUST DELIVERED™".

A key focus of the business is promoting and maintaining operationalquality a people-centric culture and an effective technology system thus offering andcontributing to the Company's growth. The Company possesses following competitivestrengths:

• Strong customer proposition

• Brand positioning for millennials

• Vertically managed and scalable supply chain

• Huge distribution network

• Strong production capability and automation

• Operational quality a people-centric operating culture and effectivetechnology systems

• Experienced and professional management team

More details on the state of Company's affair and business overview arediscussed in the Management Discussion & Analysis Report forming part of this AnnualReport.

FINANCIAL SUMMARY & PERFORMANCE HIGHLIGHTS

The standalone and consolidated Financial Statements for the FinancialYear ended 31st March 2022 forming part of this Annual Report have been prepared inaccordance with the Indian Accounting Standard (hereinafter referred to as "IndAS") prescribed under Section 133 of the Companies Act 2013 and other recognizedaccounting practices and policies to the extent applicable. Necessary disclosures withregard to Ind-AS reporting have been made under the Notes to Financial Statements. TheCompany's performance during the financial year under review as compared to the previousfinancial year is summarized below:

(Rs in millions)

Particulars Standalone Consolidated
2021-22 2020-21 2021-22 2020-21
Revenue from Operations 3007.94 2289.11 3007.94 2289.11
Other Income 84.67 53.80 84.67 53.80
Total Income 3092.61 2342.91 3092.61 2342.91
Profit before Finance Cost Depreciation and Tax 1611.66 1088.18 1611.66 1088.18
Finance Cost 42.16 27.22 42.16 27.22
Depreciation 219.61 136.62 219.61 136.62
Share of Profit/(Loss) of Subsidiary - - - -
Profit Before Tax (PBT) 1349.89 924.34 1349.89 924.34
Current Tax 332.48 234.73 332.48 234.73
Deferred Tax 10.77 0.91 10.77 0.91
Net Profit After Tax (PAT) 1006.64 688.70 1006.64 688.70
Other Comprehensive Income (Items that will not be reclassified subsequently to Profit or Loss) 2.06 (1.02) 2.06 (1.02)
Total Comprehensive Income for the Year 1008.70 687.68 1008.70 687.68
Earnings per equity share
Basic earnings per share (in Rs) 19.46 13.43 19.46 13.43
Diluted earnings per share (in Rs) 19.46 13.43 19.46 13.43

Note: 1. Figures in brackets represent deductions.

2. Previous year's figures have been regrouped/reclassified wherevernecessary to correspond with the current year's classification/disclosure.

During the year under review the revenue from operations and otherincome was Rs 3092.61 million on standalone basis as compared to the last year's revenueof Rs 2342.91 million on standalone basis. The Company has achieved Profit Before Tax ofRs 1349.89 million and Profit After Tax of Rs 1006.64 million on standalone basis as on31st March 2022 as against previous year's Profit Before Tax of Rs 924.34 million andProfit After Tax of Rs 688.70 million on standalone basis. The Company achieved a totalComprehensive Income of Rs 1008.70 million. The EPS on standalone financials for the yearended on 31st March 2022 was Rs 19.46.

More details on the financial statements of the Company along withvarious financial ratios are available in the Management Discussion & Analysis Reportforming part of this report.

IMPACT OF COVID-19 PANDEMIC

In order to support people battle the challenges posed by thepandemic the Company launched several initiatives on multiple fronts for prevention andtreatment of COVID-19 by leveraging its capabilities in continuous manufacturing andsupplying of labware products.

Stringent measures have been put in to safeguard employees. Thermalscanning is done to check body temperature at all entry points. Hand sanitizers are placedat vantage points all across the Office and Factories. Disposable masks have been madeavailable. As a part of the protocols in most of the areas inside the plant and factoriesarea and all across the offices employees need to wear masks wherever required.

The Company has continued to operate and provide services to itscustomers without any significant disruptions during COVID-19 crisis. The Company hasevaluated its liquidity position and of recoverability and carrying values of its assetsand accordingly at present the management does not see any medium to long term risks inthe Company's ability to continue as a going concern and meeting its liabilities as andwhen they fall due.

DIVIDEND & APPROPRIATIONS

The Board of Directors of your company after considering holisticallythe relevant circumstances has decided that it would be prudent not to recommend anyDividend for the financial year ended 31st March 2022.

As per Regulation 43A of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ('Listing Regulations') the Company has formulatedDividend Distribution Policy taking into account the parameters prescribed in the saidRegulations. The Dividend Distribution Policy is available on Company's website athttps://tarsons.com/wp-content/uploads/2022/06/Dividend- Distribution-Policy.pdf.

TRANSFER TO RESERVES

The Directors' do not propose to transfer any amounts to the generalreserves of the Company instead have recommended to retain the entire of profits for thefinancial year ended 31st March 2022 in the profit and loss account.

CONVERSION FROM PRIVATE LIMITED TO PUBLIC LIMITED COMPANY

During the financial year ended 31st March 2022 the Company has beenconverted from a Private Limited Company to Public Limited Company w.e.f. 14th June 2021.

INITIAL PUBLIC OFFERING (IPO) AND LISTING

During the year the Company made an Initial Public Offering("IPO") of 15465861 equity shares of face value of Rs 2 each of the Companyfor cash at a price of Rs 662 per equity share (including a share premium of Rs 660 perequity share) aggregating to Rs 10235.41 million comprising of a fresh issue of2265861 equity shares (including 49081 equity shares issued to the employees at a priceof Rs 601) aggregating to Rs 1497.01 million and an offer for sale of 13200000 equityshares aggregating to Rs 8738.40 million comprising of 390000 equity shares by Mr.Sanjive Sehgal aggregating to Rs 258.18 million 310000 equity shares by Mr. Rohan Sehgalaggregating to Rs 205.22 million the Promoters of the Company and 12500000 equityshares aggregating to Rs 8275.00 million by Clear Vision Investment Holdings PTE.Limited the Investor.

The issue opened on 15th November 2021 and closed on 17th November2021. The issue was led by book running lead managers viz. ICICI Securities LimitedEdelweiss Financial Services Limited and SBI Capital Markets Limited.

The issue was subscribed 77.49 times amid huge interest frominstitutional investors. The Company's paid-up share capital consisting of 53206281equity shares were listed and admitted for dealing on the National Stock Exchange of IndiaLimited ('NSE') and BSE Limited ('BSE') with effect from 26th November 2021 subject tofulfillment of lock-in conditions on certain shares.

SHARE CAPITAL

a) Authorized Share Capital

During the financial year under review the Company at itsExtra-Ordinary General Meeting held on 10th May 2021 re-classified its Authorized ShareCapital from Rs 11500000/- (Rupees One Crore Fifteen Lakhs only) divided into 1150000(Eleven Lakhs Fifty Thousand) equity shares of Rs 10/- (Rupees Ten only) each to Rupees200000000/- (Rupees Twenty Crores only) divided into 20000000 (Two Crores) EquityShares of Rs 10/- (Rupees Ten only) each and accordingly capital clause of Memorandum ofAssociation was altered.

The Company in its Extra-Ordinary General Meeting held on 16th June2021 approved to subdivide the existing authorized share capital of the Company from Rs200000000 (Rupees Twenty Crores) consisting of 20000000 (Two Crores) equity sharesof face value of Rs 10/- (Rupees Ten only) each to Rs 200000000 (Rupees Twenty Crores)consisting of 100000000 (Ten Crores) equity shares of face value of Rs 2/- (Rupees Twoonly) each. Therefore the cumulative number of issued subscribed and paid-up EquityShares pursuant to sub-division was increased from 192228 (One Lakh Ninety-Two ThousandTwo Hundred Twenty-Eight) equity shares of '10 (Rupees Ten only) each to 961140 (NineLakhs Sixty-One Thousand One Hundred Forty) equity Shares of '2 (Rupees Two only) each.

b) Issued Subscribed and Paid-up Share Capital

During the financial year under review:

1) The Company in its Extra-Ordinary General Meeting held on 16th June2021 approved the bonus issue of 52 (Fifty- Two) equity shares of face value of Rs 2/-(Rupees Two only) each for every one existing fully paid-up equity share of face value Rs2/- (Rupees Two only) each and accordingly 49979280 (Four Crores Ninety-Nine LakhsSeventy-Nine Thousand Two Hundred and Eighty) bonus shares were issued and allotted. TheBonus shares were allotted in the Board meeting held on 26th June 2021.

2) The Company issued and allotted 2265861 equity shares of facevalue of Rs 2/- (Rupees Two only) each by way of fresh issue through IPO of the Company.

With the said allotment Paid-up Share Capital of the Company hasincreased to Rs 106412562/- (Rupees Ten Crores Sixty-Four Lakhs Twelve Thousand FiveHundred and Sixty-Two Only) divided into 53206281 (Five Crores Thirty-Two Lakhs SixThousand Two Hundred and Eighty-One) equity shares of Rs 2/- (Rupees Two Only) each as on31st March 2022.

c) Utilization of Proceeds of IPO

Pursuant to the Regulation 32 of the Listing Regulations astatement/explanation for the deviation(s) or variation(s) in the use of proceeds of IPOis herein given below:

Particulars of Issue Shares Issued Amount Raised Deviation(s) or Variation(s) in the use of proceeds of issue if any
IPO 2265861 equity shares of face value of Rs 2/- (Rupees Two only) each by way of fresh issue through IPO of the Company. Rs 1497006041/- (Rupees One Forty-Nine Crores Seventy Lakhs Six Thousand and Forty-One only) through fresh issue. There were no instances of deviation(s) or variation(s) in the utilization of proceeds as mentioned in the objects stated in the Prospectus in respect of the IPO issue of the Company.
The proceeds of IPO were utilized for the objects as disclosed in the Prospectus. Details as on 31st March 2022 are as follows:
Sl. No. Name of the Object Brief description of the object Amount as proposed in Offer Document (Rs in millions) Amount utilized (Rs in millions) Total unutilized Amount (Rs in millions)
1. Funding capital expenditure for the Proposed Expansion To be utilized for the construction of New Plant at Panchla West Bengal. 620.00 0.00 620.00
2. Repayment/prepayment of certain borrowings of the Company To be used for the repayment of Loan Liabilities of Company 785.40 779.87 5.53
3. General corporate purposes To be used for the General requirement of the Company. 16.21 0.18 16.03
4. Offer related expenses in relation to the Fresh Issue To be used to meet the expenses of the offer. 74.73 40.35 34.38
5. Amount received on account of lower subscription of Employee Reserved Shares To be added to General Corporate purposes. 0.67 0.00 0.67
Total 1497.01 820.40 676.61

DETAILS OF SUBSIDIARY JOINT VENTURES AND ASSOCIATES/CONSOLIDATEDFINANCIAL STATEMENTS

The Company has one subsidiary i.e. Inlabpro Pte. Limited which wasincorporated on 20th July 2020 with paid-up capital of USD 1 divided into 1 equityshares in Singapore. However on account of COVID-19 pandemic and not being commerciallyviable the Board of Directors passed a resolution on 14th June 2021 to wind up theSubsidiary. Accordingly an application for winding up has been filed and the same isunder process.

Inlabpro Pte. Limited has not been operational since its incorporationand hence on account of it being wound-up there will be no adverse impact on theCompany.

The Company has prepared Consolidated Financial Statements inaccordance with Indian Accounting Standards notified under the Companies (IndianAccounting Standards) Rules 2015 ('Ind AS'). The audited standalone and consolidatedfinancial statements of the Company along with the financial statements of Subsidiary arealso available on the website of the Company at www.tarsons.com. A statement containingsalient features of the financial statements of the Subsidiary pursuant to Section 129(3)of the Act read with Rule 5 of the Companies (Accounts) Rules 2014 is given in FormAOC-1 being marked as "Annexure-I" to this Report.

During the financial year under review there were no Companies whichhas become/ceased to become a Joint Venture/Associate Company.

DIRECTORS' & KEY MANAGERIAL PERSONNEL DIRECTORS

The Board of Directors holds fiduciary position and is entrusted withthe responsibility to act in the best interests of the Company. The Board at its meetingsdeliberate and decide on strategic issues including review of policies financial mattersdiscuss on business performance and other critical matters for the Company. Committeesconstituted by the Board focus on specific areas and take informed decisions within theframework of the delegated authority and responsibility and make specific recommendationsto the Board on matters under its purview. Decisions and recommendations of the Committeesare placed before the Board for consideration and approval as required.

Composition of Board of Directors of the Company is duly constitutedwith proper balance of Executive Directors Non-Executive Non-Independent Director andNon-Executive Independent Directors including Women Director in accordance with theprovisions of Companies Act 2013 and Regulation 17 of Listing Regulations. All theDirectors have rich experience and specialized knowledge in sectors covering law financeaccountancy and other relevant areas.

As on 31st March 2022 the Board consisted of six directors comprisingof three Non-Executive Independent Directors including a woman director namely Mr.Viresh Oberai (DIN: 00524892) Mr. Girish Paman Vanvari (DIN: 07376482) and Ms. SucharitaBasu De (DIN: 06921540) one Non-Executive Nominee Director namely Mr. Gaurav PawanKumar Podar (DIN: 08387951) and two Executive Directors namely Mr. Sanjive Sehgal (DIN:00787232) and Mr. Rohan Sehgal (DIN: 06963013). The Chairman of the Company is anExecutive Director. The profile of all the Directors can be accessed on the Company'swebsite at https://tarsons.com/directors-officers/.

None of the Directors of the Company have incurred any disqualificationunder Section 164(2) of the Act read with Rule 14(1) of the Companies (Appointment andQualification of Directors) Rules 2014. All the Directors have confirmed that they arenot debarred from accessing the capital market as well as from holding the office ofDirector pursuant to any order of Securities and Exchange Board of India or Ministry ofCorporate Affairs or any other such regulatory authority. In the view of the Board allthe directors possess the requisite skills expertise integrity competence as well asexperience considered to be vital for business growth.

The composition of Board of Directors and detailed analysis of variousskills qualifications and attributes as required and available with the Board has beenpresented in the Corporate Governance Report.

Mr. Girish Paman Vanvari (DIN: 07376482) and Ms. Sucharita Basu De(DIN: 06921540) has been appointed as Non-Executive Independent Directors of the Companyfor a consecutive term of five years w.e.f. 10th May 2021 and their appointment wasregularized and approved in the Extra Ordinary General Meeting held on 10th May 2021. Inthe opinion of the Board both the Directors are a person of integrity and possessesrelevant experience and expertise.

Mr. Suresh Eshwara Prabhala (DIN: 02130163) and Mr. Ashok Kumar Duggar(DIN: 08186964) Non-Executive Directors of the Company tendered resignation from theBoard of the Company w.e.f. 26th July 2021 due to personal reasons. The Board ofDirectors placed on record their sincere appreciation for the contributions made by bothMr. Suresh Eshwara Prabhala and Mr. Ashok Kumar Duggar during their tenure as Directors ofthe Company.

Pursuant to the provisions of Section 152(6) (d) of the Act read withCompanies (Appointment and Qualification of Directors) Rules 2014 and Articles ofAssociation of the Company Mr. Sanjive Sehgal (DIN: 00787232) will retire by rotation atthe ensuing Annual General Meeting and being eligible has offered himself forre-appointment.

Information regarding the directors seeking re-appointment as requiredby Regulation 36 of the Listing Regulations and Secretarial Standard-2 has been given inthe notice convening the ensuing Annual General Meeting.

KEY MANAGERIAL PERSONNEL

Mr. Ravi Prakash Mundhra was appointed as the Company Secretary andCompliance Officer w.e.f. 10th May 2021 and ceased to be the Company Secretary andCompliance Officer w.e.f. 26th July 2021.

Mr. Piyush Khater was appointed as the Company Secretary and ComplianceOfficer w.e.f. 28th July 2021 and ceased to be the Company Secretary and ComplianceOfficer w.e.f. 10th January 2022.

Mr. Santosh Kumar Agarwal who is serving as the Chief FinancialOfficer of the Company since 1st October 2019 was appointed as the Company Secretary andCompliance Officer w.e.f. 7th February 2022.

DECLARATION BY INDEPENDENT DIRECTORS

There are three Independent Directors on the Board of the Company. TheCompany has received declarations from all the Independent Directors confirming that theymeet the criteria of independence as prescribed under Section 149 (6) of the Act as wellas Regulation 16 of the Listing Regulations.

The Independent Directors have also submitted a declaration confirmingthat they have registered their names in the databank of Independent Directors as beingmaintained by the Indian Institute of Corporate Affairs (IICA) in terms of Rule 6 of theCompanies (Appointment and Qualification of Directors) Rules 2014.

None of the independent directors are aware of any circumstance orsituation which exist or may be reasonably anticipated that could impair or impact theirability to discharge their duties with an objective independent judgment and without anyexternal influence. The board of directors have taken on record the declaration andconfirmation submitted by the Independent Directors after undertaking due assessment ofthe same and in their opinion the Independent Directors fulfill the conditions specifiedin the Act and Listing Regulations and are independent of the management.

The Independent Directors have complied with the Code for IndependentDirectors prescribed in Schedule IV to the Act along with the Code of Conduct forDirectors and Senior Management Personnel formulated by the Company as per ListingRegulations.

COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS KEYMANAGERIAL PERSONNEL SENIOR MANAGEMENT PERSONNEL AND OTHER EMPLOYEES

On the recommendation of Nomination and Remuneration Committee theCompany has formulated and adopted a Nomination and Remuneration Policy which is inaccordance with the Act and the Listing Regulations. The Policy aims to attract retainand motivate qualified people at the board and senior management levels and ensure thatthe interests of Board members & senior executives are aligned with the Company'svision and mission statements and are in the long-term interests of the Company.

The Nomination and Remuneration Policy of the Company has been designedwith the following basic objectives:

a. To set out a policy relating to remuneration of Directors KeyManagerial Personnel's Senior Management Personnel's and other employees of the Company.

b. To formulate criteria for appointment of Directors Key ManagerialPersonnel's and Senior Management Personnel's.

c. To formulate the criteria for determining qualificationcompetencies positive attributes and independence for appointment of a director.

The Policy is available on the website of the Company athttps://tarsons.com/wp-content/uploads/2022/04/Nomination-and- Remuneration-Policy.pdf.

NUMBER OF MEETINGS OF THE BOARD

Your Board meets at regular intervals to discuss and decide on businessstrategies/policies and review the Company's financial performance. During the FinancialYear 2021-22 fourteen (14) Board Meetings were held. The meetings were held in hybridmode i.e. both physically and virtually in accordance with the applicable provisions ofthe Act. The details relating to Board Meetings and attendance of Directors in each boardmeeting held during the FY-2021-22 has been separately provided in the CorporateGovernance Report.

COMMITTEES OF THE BOARD

The constitution of the Board Committees is in acquiescence ofprovisions of the Act and the relevant rules made thereunder Listing Regulations and theArticles of Association of the Company. The Board has constituted Audit CommitteeNomination and Remuneration Committee Stakeholders Relationship Committee CorporateSocial Responsibility Committee Risk Management Committee and IPO Committee to deal withspecific areas/activities that need a closer review and to have an appropriate structurefor discharging its responsibilities.

The composition terms of reference attendance of directors at themeetings of all the above Committees has been disclosed in the Corporate GovernanceReport.

There has been no instance where the Board has not accepted any of therecommendations of the Audit Committee. PERFORMANCE EVALUATION OF THE BOARD THECOMMITTEES AND THE INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act 2013 Regulation17(10) and other applicable provisions of the Listing Regulations and in consonance withGuidance Note on Board Evaluation issued by the SEBI the Board of Directors of theCompany have formulated a Board Evaluation Policy which lays down the manner of evaluationof the Board as a whole its committees and the individual Directors.

The Board on the recommendation of the Nomination and RemunerationCommittee carried out an annual performance evaluation of the Board as a whole anddirectors individually. The Board also carried evaluation of the performance of itsvarious Committees for the year under consideration. The performance evaluation of theDirectors was carried out by the entire Board other than the Director being evaluated.The performance evaluation of the Chairman and the Non-Independent Directors were carriedout by the Independent Directors. The Directors expressed their satisfaction over theevaluation process.

The Evaluation process covers a structured questionnaire for evaluationby Board members and the evaluation mechanism with definite parameters has been explicitlydescribed in the Corporate Governance Report. The process of evaluation has been detailedbelow:

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act the Directors of the Companyconfirm that:

(i) in the preparation of the Annual Accounts for the year ended 31stMarch 2022 the applicable accounting standards have been followed and there are nomaterial departures from the same;

(ii) they have selected such accounti ng policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of state of affairs of the Company as at 31st March 2022 and ofthe profit of the Company for the year ended on that day;

(iii) they have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting frauds and otherirregularities;

(iv) the Annual Accounts for the year ended 31st March 2022 have beenprepared on a "going concern" basis;

(v) they have laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and were operatingeffectively;

(vi) they have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.

RISK MANAGEMENT

The Company has built a comprehensive risk management framework thatseeks to identify all kinds of anticipated risks associated with the business and to takeremedial actions to minimize any kind of adverse impact on the Company. The Companyunderstands that risk evaluation and risk mitigation is an ongoing process within theorganization and is fully committed to identify and mitigate the risks in the business.The Company has established the three levels of risk management responsibilities in itsrisk management structure. These are- (a) Risk Governance and Surveillance (b) RiskReview and Management and (c) Risk Ownership and Control.

The Company has also set up a Risk Management Committee to monitor theexisting risks as well as to formulate strategies towards identifying new and emergentrisks. The Risk Management Committee identifies the key risks for the Company developsand implements the risk mitigation plan reviews and monitors the risks and correspondingmitigation plans on a regular basis and prioritizes the risks if required depending uponthe effect on the business/reputation. The Company has also formulated and implemented aRisk Management Policy in accordance with Listing Regulations to identify and monitorbusiness risk and assist in measures to control and mitigate such risks. The Policy isavailable on the Website of the Company athttps://tarsons.com/wp-content/uploads/2022/04/Risk-Manangement-Policy.pdf. The otherdetails in this regard are provided in the Corporate Governance Report which forms partof this Annual Report.

INTERNAL FINANCIAL CONTROLS

According to Section 134(5) (e) of the Act the term Internal FinancialControl ('IFC') means the policies and procedures adopted by the Company for ensuring theorderly and efficient conduct of its business including adherence to Company's policiesthe safeguarding of its assets the prevention and early detection of frauds and errorsthe accuracy and completeness of the accounting records and the timely preparation ofreliable financial information.

The Company has a well-established internal control framework which isdesigned to continuously assess the adequacy effectiveness and efficiency of financialand operational controls and the Board is responsible for ensuring that IFC are laid downin the Company and that such controls are adequate and operating effectively.

The Company's internal control systems are commensurate with the natureof its business and the size and complexity of its operations. These are routinely testedand certified by Statutory as well as Internal Auditors.

Necessary certification by the Statutory Auditors in relation toInternal Financial Control u/s 143(3)(i) of the Act forms part of the Audit Report.

CORPORATE SOCIAL RESPONSIBILITY

In compliance with the provisions of Section 135 of the Companies Act2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014 theCompany has constituted a Corporate Social Responsibility (CSR) Committee. It is committedto ensure the social wellbeing of the communities through its CSR initiatives inalignment with the Company's key priorities. The details of the Committee along with itsterms of reference has been disclosed in detail in the Corporate Governance section ofAnnual Report.

The Company has adopted a Corporate Social Responsibility Policy inaccordance with the Companies (Corporate Social Responsibility Policy) Rules 2014 whichcan be accessed at https://tarsons.com/wp-content/uploads/2022/05/Corporate-Social-Responsibility-Policy pdf. The Policy inter alia briefs the areas in which CSRoutlays can be made objectives the various CSR Programs/Projects which can beundertaken implementation of the said programs and projects criteria for identificationof the implementing agencies monitoring and evaluation mechanisms and annual action plan.

The Company has made an advance CSR expenditure amounting to Rs 33.12million in 2020-21 by donating KN-95 mask with and without valve to Tata Medical CentreKolkata Rabindranath Tagore International Institute of Cardiac Science (NarayanaHrudayalaya Limited) and in the Local area and Community directly. During 2021-22 theCompany has utilized Rs 13.32 million from the advance CSR obligation.

The brief outline of the CSR Policy of the Company and the initiativesundertaken by the Company during the financial year ended 31st March 2022 in accordancewith Section 135 of the Act and Companies (Corporate Social Responsibility Policy) Rules2014 is set out in "Annexure-M" to this report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review all the transactions entered into by theCompany with related parties were in compliance with the applicable provisions of the Actand the Listing Regulations details of which are set out in the Notes to FinancialStatements forming part of this Annual Report. All related party transactions are enteredinto only after receiving prior approval of the Audit Committee. Further in terms of theprovisions of Section 188(1) of the Act read with the Companies (Meetings of Board and itsPowers) Rules 2014 all contracts/arrangements/ transactions entered into by the Companywith its related parties during the financial year under review were in ordinary courseof business and on arm's length and not material.

In line with the requirements of the Act and the Listing Regulationsthe Company has also formulated a Policy on dealing with Related Party Transactions('RPTs') and the same is available on the website of the Company athttps://tarsons.com/wp-content/ uploads/2022/04/Related-Party-Transactions-Policy.pdf.

Further the Company has not entered into anycontracts/arrangements/transactions with related parties which are material in nature inaccordance with the Related Party Transactions Policy of the Company nor any transactionhas any potential conflict with the interest of the Company at large.

No transactions were carried out during the year which requiresreporting in Form AOC - 2 pursuant to Section 134 (3) (h) of the Act read with Rule 8(2)of the Companies (Accounts) Rules 2014.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The details of loans guarantees and investments covered under theprovisions of Section 186 of the Act form part of the Notes to the financial statements ofthe Company.

PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Act read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 as amended from time to time in respect of Directors/employees of the Company isattached as "Annexure- IN" to this report.

The information required under Section 197(12) of the Act read withRule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 as amended from time-to-time forms part of this Board Report. However interms of Section 136 of the Act the annual report is being sent to the shareholdersexcluding the said statement. The said information is readily available for inspection bythe shareholders at the Company's registered office during the business hours on allworking days up to the date of ensuing Annual General Meeting and shall also be providedto any shareholder of the Company who sends a written request to the Company Secretaryand Compliance Officer at investor@tarsons.com.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHNAGEEARNINGS AND OUTGO

Information on conservation of energy technology absorption andforeign exchange earnings and outgo as stipulated in Section 134(3)(m) of the Act readwith Rule 8 of the Companies (Accounts) Rules 2014 for year ended 31st March 2022 isprovided below:

A. Conservation of Energy
i. Steps taken or impact on conservation of energy
ii. Steps taken for utilizing alternate sources of energy Nil
iii. Capital investment on energy conservation equipment's
B. Technology absorption
i. Efforts made towards technology absorption
ii. Benefits derived like product improvement cost reduction product development or import substitution
iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
• the details of technology imported Nil
• the year of import
• whether the technology been fully absorbed
• If not fully absorbed areas where absorption has not taken place and the reasons thereof
iv. The expenditure incurred on Research and Development
C. Foreign Exchange Earnings and Outgo (Rs in million)
1. Foreign Exchange Earnings by the Company 992.92
2. Foreign Exchange Expenditure by the Company 1316.31

AUDITORS & AUDIT REPORTS Statutory Auditors and Auditor's Report

M/s. Price Waterhouse Chartered Accountants LLP (FRN012754N/N500016)Chartered Accountants have been appointed as the Statutory Auditors of the Company for aterm of five years from 2018-19 to 2022-23 at the 35th Annual General Meeting of theCompany held on 28th September 2018. The Auditors fulfill the eligibility andqualification norms as prescribed under the Act the Chartered Accountants Act 1949 andrules and regulations issued thereunder. In addition the auditors hold a validcertificate issued by the Peer Review Board of the Institute of Chartered Accountants ofIndia (ICAI) a prerequisite for issuing quarterly Limited Review reports.

The Auditor's Report on the standalone and consolidated financialstatements of the Company for the year ended 31st March 2022 forms part of this AnnualReport and there are no qualifications reservation adverse remark or disclaimer made bythe statutory auditors in their report.

Internal Auditors

M/s. Grant Thornton Bharat LLP (LLP Registration No. AAA-7677) wereappointed as the Internal Auditors of the Company for the FY-2021-22 in the Board Meetingheld on 26th June 2021 in accordance with the provisions of Section 138 of the Act readwith the Companies (Accounts) Rules 2014.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board atits meeting held on 26th June 2021 had appointed M/s. Manisha Saraf & AssociatesPracticing Company Secretaries (FRN No. S2019WB666200) as Secretarial Auditor of theCompany for the FY-2021-22. The Secretarial Audit Report for the FY-2021-22 in form MR 3is annexed to this report as "Annexure- IV".

There are no qualifications reservations or adverse remark ordisclaimer in the Secretarial Audit Report.

Pursuant to provisions of Regulation 24A of Listing Regulations theCompany has undertaken an audit for the FY- 2021-22 for all applicable compliances as perSEBI Rules Regulations Circulars Notifications Guidelines etc. issued thereunder. TheAnnual Secretarial Compliance Audit Report duly issued by Practicing Company SecretariesM/s Manisha Saraf & Associates (FRN No. S2019WB666200) has been submitted to the StockExchanges within the prescribed time.

Cost Auditors and Cost Audit Report

The Company is not required to maintain cost records in terms of therequirements of Section 148 of the Act and rules framed thereunder.

REPORTING OF FRAUDS BY AUDITORS

During the year under review none of the auditors have reported anyinstances of fraud committed against the Company as required to be reported under Section143 (12) of the Act.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy and established thenecessary Vigil Mechanism which is in line with the Regulation 22 of the ListingRegulations and Section 177 of the Companies Act 2013 for its Directors and employees.Pursuant to the Policy the Whistle Blower can raise concerns relating to ReportableMatters (as defined in the Policy) such as unethical behavior breach of Code of Conductactual or suspected fraud any other malpractice impropriety or wrongdoings illegalitynon-compliance of legal and regulatory requirements retaliation against the Directors& Employees and instances of leakage of/ suspected leakage of Unpublished PriceSensitive Information of the Company etc.

Further the mechanism adopted by the Company encourages the WhistleBlower to report genuine concerns or grievances to the Audit Committee and provides foradequate safeguards against victimization of Whistle Blower who avail of such mechanismand also provides for direct access to the Chairman of the Audit Committee in appropriateor exceptional cases. The Audit Committee oversees the functioning of the same. Furtherno personnel have been denied access to the Audit Committee during the Financial Yearunder review.

The details of this Policy are explained in the Corporate GovernanceReport which forms a part of this Annual Report and also hosted on the website of theCompany at https://tarsons.com/wp-content/uploads/2022/04/Whistle-Blower-Policy.pdf.

There was no instance of such reporting during the financial year ended31st March 2022.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) ofthe Act read with Rule 12 of the Companies (Management and Administration) Rules 2014the Annual Return of the Company for the Financial Year ended 31st March 2022 isavailable on the website of the Company athttps://tarsons.com/wp-content/uploads/2022/06/Annual-Return-for-FY-2021-22.pdf

DEPOSITS

During the year under review the Company has not accepted any depositsfrom the public within the meaning of Sections 73 of the Act read with the Companies(Acceptance of Deposits) Rules 2014. As the Company has not accepted any deposit duringthe financial year under review there is no non-compliance with the requirements ofChapter V of the Act.

CREDIT RATING

The credit rating of your Company for long term bank facilities is"CARE A+; Stable" and for short term bank facilities is "CARE A1".Details of the same are provided in the Corporate Governance Report.

CORPORATE GOVERNANCE

The Company's Corporate Governance Practices are a reflection of valuesystem encompassing culture policies and relationships with the stakeholders. Integrityand transparency are key to Corporate Governance Practices to ensure that Company gain andretain the trust of stakeholders at all times. It is about maximizing shareholder valuelegally ethically and sustainably. The Board exercises its fiduciary responsibilities inthe widest sense of the term.

As per Regulation 34(3) read with Schedule V of the ListingRegulations a separate section on corporate governance practices followed by the Companytogether with a certificate from the Company's Statutory Auditors confirming compliancewith the same has been disclosed under the Corporate Governance Report section of thisAnnual Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report in compliance withRegulation 34(2)(e) of Listing Regulations is provided in a separate section and forms anintegral part of this report.

BUSINESS RESPONSIBILITY REPORT

Pursuant to Regulation 34(2) of Listing Regulations the top 1000listed companies are required to prepare a Business Responsibility Report describing theinitiatives taken by the Company from an environmental social and the governanceperspective. The Company has accordingly prepared a Business Responsibility Report as setout in "Annexure-V" to this Report and the same is also available on the websiteof the Company at https://tarsons.com/wp-content/uploads/2022/06/Business-Responsibility-Report-for-FY-2021-22.pdf.

HUMAN RESOURCES

Employees are the most valuable and indispensable asset for a Company.The Company has always been proactive in providing growth learning platforms safeworkplace and personal development opportunities to its workforce. The Company had 556permanent employees on its rolls as on 31st March 2022.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has zero tolerance towards sexual harassment at workplaceand is committed to provide a safe and secure working environment for all employees.

The Company has adopted a Policy on Prevention Prohibition andRedressal of Sexual Harassment at Workplace in line with the requirements of the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 andrules made thereunder and the same is hosted on the Company's website athttps://tarsons.com/wp-content/uploads/2022/06/Policy-on-Prevention-of-Sexual-Harassment.pdf. An Internal Complaints Committee (ICC) has alsobeen set up to redress complaints received regarding sexual harassment.

During the year under review no cases were filed under the provisionsof the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERALMEETINGS

During the Financial Year 2021-22 the Company has complied with allthe relevant provisions of the applicable Secretarial Standards issued by the Institute ofCompany Secretaries of India.

GENERAL DISCLOSURES

Your Directors state that:

1. No material changes and commitments affecting the financial positionof the Company have occurred from the close of the financial year ended 31st March 2022till the date of this report.

2. There was no change in the nature of business of the Company duringthe financial year ended 31st March 2022.

3. During the year no significant or material orders were passed bythe Regulators or Courts or Tribunals which impact the going concern status and Company'soperation in future.

4. During the financial year under review no disclosure or reporting isrequired with respect to issue of equity shares with differential rights as to dividendvoting or otherwise issue of Sweat equity shares and Buyback of shares.

5. No proceedings are filed by the Company or pending against theCompany under the Insolvency and Bankruptcy Code 2016.

6. The Company serviced all the debts & financial commitments asand when they became due and no settlements were entered into with the bankers.

ACKNOWLEDGEMENT

Your Directors' place on record their sincere appreciation for thecontinued co-operation and support extended to the Company by various Banks localauthorities customers suppliers and business associates. Your Directors' also thank theMedical Profession the Trade and Consumers for their patronage to the Company's products.Your Directors' also place on record sincere appreciation of the continued hard work putin by the employees at all levels amidst the challenging time. The directors are thankfulto the esteemed shareholders for their support and the confidence reposed in the Companyand its management and also thank the Company's vendors investors business associatesCentral/State Government and various departments and agencies for their support andco-operation.

For and on behalf of the Board of Directors

For Tarsons Products Limited

(Formerly known as Tarsons Products Private Limited)

Mr. Sanjive Sehgal Mr. Rohan Sehgal
Place : Kolkata Chairman & Managing Director Director
Date: 27th May 2022 (DIN: 00787232) (DIN: 06963013)

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