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Tasty Bite Eatables Ltd.

BSE: 519091 Sector: Agri and agri inputs
BSE 00:00 | 08 Feb 9675.45 -64.80






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OPEN 9787.30
52-Week high 14400.00
52-Week low 8012.60
P/E 96.46
Mkt Cap.(Rs cr) 2,487
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 9787.30
CLOSE 9740.25
52-Week high 14400.00
52-Week low 8012.60
P/E 96.46
Mkt Cap.(Rs cr) 2,487
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Tasty Bite Eatables Ltd. (TASTYBITE) - Director Report

Company director report


The Members

Your Directors are pleased to present the 38th Annual Report together withaudited statement of accounts for the year ended 31 March 2022.


(INR in Million)
Particulars FY 2021-22 FY 2020-21
Revenue from operations 3720.91 3853.13
Other income 134.69 189.76
Total income 3855.60 4042.89
EBITDA 470.46 727.65
Profit after tax 103.28 393.42
Earnings per share (INR/share - basic and diluted) 40.25 153.32
Net fixed assets including intangible assets 1300.50 1121.26
Long term borrowings (excluding current portion) 435.57 496.76
Profit transferred to Balance Sheet 103.28 393.42
Other comprehensive income/(loss) transferred to Balance Sheet 7.43 46.53


Your Company de-grew 5% from previous year. Revenues of INR 3855.6 million during theyear against INR 4042.9 million in the previous financial year. The Exports led ConsumerBusiness de-grew by 17% YoY with sales of INR 2513.9 million against INR 3011.3 millionin the previous year while the Tasty Bite Food Service (TFS) business grew 43% with salesof INR 1207.0 million against INR 841.8 million in the previous year. Profit after taxfor the financial year ended 2022 at INR 103.3 million against INR 393.4 million inprevious financial year 2021 a degrowth of 73.7%. Profit after tax for financial year2022 is 2.7% against 9.7% in financial year 2021.


The Board of Directors at their meeting held on 27 May 2022 recommended a finaldividend of INR 1.0 per equity share subject to the approval of shareholders at theensuing Annual General Meeting.

The total dividend payout on equity shares would involve a cash outgo of INR 2.57million.

Upon declaration by the members at the ensuing Annual General Meeting dividend shallbe paid to those members whose names appear on the Register of Members of the Companyafter effecting all valid share transfers in physical form lodged with the Company or itsRegistrar & Transfer Agents

on or before 26 August 2022. In respect of shares held in dematerialized form dividendwill be paid on the basis of particulars of beneficial ownership furnished by Depositoriesas on the closing hours of business on 26 August 2022.


Tasty Bite Research Centre (TBRC) located within the factory campus continued to buildon its mission to be a centre of excellence in product process and ingredient innovation.During the course of the year several new innovative products were developed by TBRCkeeping in mind the evolving needs of our consumers. The Department of Science &Industrial Research (DSIR) of the Union Ministry of Science & Technology accreditationto TBRC is valid till March 2025. New products developed at TBRC in the last 2 yearscontributed 14% of the Company's revenues.


The Company has not accepted or invited any deposits from the public during the yearunder review. Hence any compliance w.r.t. repayment of deposit or its interest thereon isnot applicable to the Company.


The Board of Tasty Bite Eatables Limited has an optimum combination of executive andnon-executive directors. The composition of the Board is in conformity with Regulation 17of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 read with Section 149 of the Companies Act 2013. As on 31March 2022 the Board comprised of 1 Chairman (Non-Executive) 1 Whole Time Director 3Independent Directors and 2 Non - Executive Directors.

Mr. Kavas Patel Ms. Rama Kannan and Dr. Chengappa Ganapati continue to act asIndependent Directors on Board of the Company. All Independent Directors have provideddeclaration stating their independence under the provisions of section 149(6) of CompaniesAct 2013 along with Rules framed thereunder and Regulation 16(1)(b) of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 stating their independence pursuant to provisions of section 149 of Companies Act2013 ("Act") and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 ("LODR"). Further the Board of Directors in its meeting heldon 10 August 2022 and on the basis of recommendation of Nomination and RemunerationCommittee approved the re-appointment and continuation of Ms. Rama Kannan and Dr.Chengappa Ganapati for a second term as Independent Director(s) details form part ofNotice of this report.

During the year under review Mr. Abhijit Upadhye resigned as Managing Director of theCompany w.e.f. 31 December 2021. The Board of Directors on recommendation of theNomination and Remuneration Committee appointed Mr. Gaurav Gupta as an Additional Directorand Whole Time Director of the Company w.e.f. 01 January 2022 in their meeting held on 25November 2021 subject to approval of the members. Approval of members was obtained by wayof Postal Ballot for appointment of Mr. Gaurav Gupta as a Whole Time Director of theCompany on 11 March 2022 until the conclusion of the next Annual General Meeting. Noticeof Postal Ballot dated 08 February 2022 seeking approval for the aforesaid matter wassent to those Members whose names appeared in the Register of Members/ List of BeneficialOwners as on 04 February 2022 and whose e-mail addresses were registered with theCompany/Depositories. The results of postal ballot through remote e-voting on theaforesaid matters was declared by the Company on 14 March 2022.

After the closure of the financial year 2021-22 Ms. Dawn Allen and Mr. Gaurav Guptahas resigned from the directorship of the Company with effect from 27 May 2022 and 12August 2022 respectively. The Board places on record their deep appreciation for theinvaluable contributions made by Ms. Dawn Allen and Mr. Gaurav Gupta during theirassociation with the Company. Further Ms. Emmanuelle Orth was appointed as AdditionalDirector w.e.f. 29 July 2022 on the Board of Directors of the Company.

In accordance with the provisions of the Companies Act 2013 and Articles ofAssociation of the Company Mr. Ashok Vasudevan retire by rotation at the ensuing AnnualGeneral Meeting and being eligible has offered himself for reappointment.

Mr. Gaurav Gupta was appointed as Alternate Director in July & August 2021 to Mr.Ashok Vasudevan during the year. Later he resigned as Alternate Director in November2021.

• Board evaluation:

Pursuant to provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board carried out evaluation of its ownperformance individual performance of the directors as well as the respective Committees.Evaluation of Chairman was also carried out. The manner of evaluation is mentioned inCorporate Governance Report. Also the Board is of the opinion that the directors andBoard collectively stand the highest level of integrity and all members of the Board hasspecified skill set and experience required for the Company. Details of which form a partof Corporate Governance Report.

• Remuneration & Evaluation Policy:

The Board on recommendation of Nomination & Remuneration Committee adopted'Remuneration and Evaluation Policy' for selection appointment and remuneration ofDirectors and Senior Management Personnel including criteria for determiningqualifications positive attributes independence of a director and other matters asrequired by the Companies Act 2013. Necessary diversity in the board was ensured.Detailed policy is available at Company's website

• Meetings:

During the year under review 7 (Seven) board meetings were held for which propernotices were given to the Board of Directors. These were held on 15 May 2021 04 August2021 14 September 2021 12 November 2021 25 November 2021 15 December 2021 and 08February 2022. Maximum interval between any two meetings was not more than 120 days.Details of these meetings are stated in Corporate Governance Report.


The extract of Annual Return as provided under Section 92(3) in Form MGT - 9 is in"Annexure A" to this Report.


Directors confirm that:

(a) in the preparation of the annual accounts for the year ended 31 March 2022applicable accounting standards have been followed along with proper explanation relatingto material departures if any;

(b) they have selected and consistently applied such accounting policies judgments andestimates that are reasonable and prudent to ensure a true and fair view of the state ofaffairs of the Company at the end of the financial year and of the profit of the Companyfor that year;

(c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(d) they have prepared the financial statements/annual accounts on a going concernbasis;

(e) they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and are operating effectively; and

(f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company the work performed by the internal statutoryand secretarial auditors and external consultants including the audit of internalfinancial controls over financial reporting by the statutory auditors and the reviewsperformed by the management and the relevant board committees including audit committeethe Board is of the opinion that the Company's internal financial controls commensuratewith nature and size of organisation and complexity of business.


During the year under review there were no frauds reported by the auditors to theAudit Committee or the Board of Directors under section 143(12) of Companies Act 2013.


Your Company places great significance to good Corporate Governance as an importantstep towards building investors' confidence improve investors' protection and maximizelong term shareholders' value. Accordingly it has taken adequate steps to ensure theprovisions of Corporate Governance as prescribed under the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

A certificate from Statutory Auditors of the Company regarding compliance of conditionsof Corporate Governance is in "Annexure B" to this Report. A detailedreport on Corporate Governance forms a part of this Annual Report.


• Statutory Auditors:

M/s B S R & Associates LLP Chartered Accountants (Firm Registration No. 116231W/W- 100024) Pune were appointed by the shareholders as the Statutory auditors of theCompany in the 33rd Annual General Meeting for a period of 5 years and theyhold office up to the 38th Annual General Meeting of the Company.

The Company is proposing to appoint M/s. B S R & Co LLP Chartered Accountants(Firm Registration No. 101248W/W-100022) as Statutory Auditors for next term of 5 years.The Company has received eligibility and willingness for appointment as prescribed underSection 139(6) of the Companies Act 2013 from M/s. B S R & Co LLP. The Board ofDirectors has approved the appointment of the Statutory Auditor for term of 5 years in itsmeeting held on 27 May 2022 subject to approval of shareholders.

Statutory Auditor in their revised independent audit report have reported"Provision for inventory obsolescence" and "Revenue from contracts withcustomers" as a key audit matter. This matter was addressed by auditor in context ofaudit of the financial statements as a whole which was most significant during the courseof audit for the year under review.

• Internal Auditors:

Pursuant to section 138 of Companies Act 2013 the Company appointed M/s. ShahKhandelwal Jain & Associates Chartered Accountants as internal auditor for the yearunder review. The scope and fee of internal audit was fixed by the Board on recommendationof Audit Committee.

• Secretarial Auditor:

Pursuant to section 204 of the Companies Act 2013 the Company appointed M/s Pareek V.R. & Associates Practicing Company Secretaries Pune as Secretarial Auditor. TheSecretarial Audit Report is in "Annexure C" of this report. Based on theAudit Committee recommendations Board has approved the appointment of M/s Pareek V.R.& Associates Practicing Company Secretaries Pune as Secretarial Auditor forfinancial year 2022-23.


In compliance with the provisions of Section 177(9) of the Companies Act 2013 theCompany has established Whistle Blower and Vigil Mechanism Policy for its directors andemployees to report their genuine concerns and also to deal with the instances of fraudand mismanagements if any. The details of the Policy are explained in the CorporateGovernance Report and the policy is available on the website of the

The Company had received three whistle-blower complaints during March and April 2022alleging financial irregularities in terms of conflict of interest of certain employees inawarding certain contracts for capital expenditure and scrap sales. The Company hadinitiated an independent investigation into these matters. The investigating agency hadprovided an interim report and its preliminary assessment indicated certain financialirregularities although the final report was awaited on 27 May 2022 when earlierfinancial statements were approved by the Board of Directors.

The final investigation report dated 24 June 2022 has confirmed financialirregularities of INR. 4.10 million w.r.t. awarding certain contracts of capitalexpenditure. The Company has recovered INR. 2.67 million from the alleged employees and isin the process of agreeing the terms of recovery for the balance amount. There are noadverse findings with respect to scrap sales contracts.

The revision to the financial statements have been carried out solely to update thedisclosure for the above referred matter. As the total impact of the financialirregularities of INR. 4.10 million as well as the remaining exposure of INR. 1.43 million(net of recovery of INR 2.67 million) is not expected to have a significant impact on thefinancial statements captions (e.g. Property plant and equipment Capital work inprogress and depreciation) of the current and previous years no revision has been made tothese financial statement captions.


In compliance with the provisions of Section 177 of the Companies Act 2013 and SEBIRegulations the Company has a duly constituted Audit Committee. The composition and otherrelevant details of the Audit Committee are given in the Corporate Governance Reportannexed herewith. All suggestions of Audit Committee during the year were accepted by theBoard.


Details of the loans guarantees and investments covered under Section 186 of theCompanies Act 2013 provided in note 8 of notes to the financial statement of the Company.The loans guarantees and investments made by the Company is within limits as prescribedunder section 186 of the Companies Act 2013.


During the year under review the Company has neither issued any shares withdifferential voting rights nor issued sweat equity shares. Further the Company did notgrant any stock options during the year under review. As on 31 March 2022 details of theshares held by Directors in the Company are as under:

Particulars No. of Equity Shares held No. of Convertibles held
Mr. Ashok Vasudevan NIL NIL
Mr. Abhijit Upadhye (till 31 December 2021) NIL NIL
Mr. Kavas Patel NIL NIL
Ms. Rama Kannan NIL NIL
Dr. Chengappa Ganapati NIL NIL
Ms. Dawn Allen NIL NIL
Mr. Sukhdev David Dusangh NIL NIL
Mr. Gaurav Gupta (01 January 2022 onwards) NIL NIL

There are no convertible instruments issued by the Company.


The Company operates in one segment i.e. Prepared Food consisting Ready-to-Eat productsand intermediate food products such as Prepared Meals Formed Frozen Foods and Sauces.There is no change in nature of business of the Company.


The Company has been making significant efforts to ensure conservation of energy. Thedetails of energy conservation technology absorption research and development andforeign exchange earnings and outgo are as per "Annexure D".


In compliance with the provisions of Section 134 of the Companies Act 2013 theCompany has identified the elements of the risks industry specific and in general aswell which in the opinion of the Board may threaten the existence of the Company. TheCompany has developed and implemented a 'Business Contingency Plan' and an extensive'Enterprise Risk Management and Mitigation Plan'.

The details of the Business Contingency Plan and Risk Mitigation of the Company aregiven in the Management Discussion and Analysis


The Company has a Policy and a Committee for Corporate Social Responsibility incompliance with the provisions of Companies Act 2013. The details about the Policy andthe Committee are given in Corporate Governance Report annexed to this report. AnnualReport on CSR activities is annexed as "Annexure E".

As per the provisions of Section 135 of the Companies Act 2013 every Company fallingunder the applicability of Corporate Social Responsibility is required to spend 2% of itsaverage net profits of previous three years on the activities given under Schedule VII ofthe Companies Act 2013 and CSR policy adopted by the Board of Directors.

The Company has spent total amount of INR 10.71 million during financial year 2021-22.

The details of amount of expenditure during the year are as follows:

Particulars Amount in INR Million
a) Gross amount required to be spent by the Company during the year 10.71
b) Amount spent during the year
(i) Towards Covid 19 relief related work 0.37
(ii) Through Tasty Bite 10.34
Total [b(i) + (ii)] 10.71
c) Unspent amount Nil

During the year under review "Tasty Bite Foundation" has been activelyinvolved in CSR activities. The Foundation has carried out CSR activities in variousfields such as education agriculture and rural development. Some of the activitiesundertaken are as follows:

Programme Projects
1. Accelerating sustainable & inclusive rural development with Krishi Vigyan Kendra (KVK) • NRM Intervention
• Crop production
• Livestock intervention
Programme Projects
2. Catalyst for sustainable development in rural education and livelihood training with American India Foundation (AIF] Sustainable Livelihoods through Multi Skills Training & Entrepreneurship Development


During the year under review the Company neither had a subsidiary company nor a jointventure company. Hence comments and details on preparation of financials on standalonebasis or report on the performance of subsidiary company or a joint venture company arenot required to be offered.


The particulars of contracts or arrangements with related parties in Form AOC - 2 areannexed herewith as "Annexure F". The Board hereby informs that all therelated party transactions are carried out in the ordinary course of business and on arm'slength basis. Further the Company has duly complied with the Indian Accounting Standard24 related to transactions with related parties of the Company. The Company has adoptedpolicy on Related Party Transactions and same is posted on website of the


There are no significant or material orders or awards passed by the Courts or any otherRegulators or Tribunals relating to Companies Act 2013 or SEBI (Listing Obligations andDisclosure Requirements] Regulations 2015 which would affect the going concern statusand Company's future operations.


1. The ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year 2021-22:

(INR in Million)
Name of Director Remuneration of Director (1) Median remuneration of employees (2) Ratio (3) = (1)/(2)
Mr. Ashok Vasudevan NIL NIL NIL
Mr. Abhijit Upadhye (till 31 December 2021] 21.76 0.66 32.97
Ms. Dawn Allen NIL NIL NIL
Mr. Kavas Patel NIL NIL NIL
Ms. Rama Kannan NIL NIL NIL
Dr. Chengappa Ganapati NIL NIL NIL
Mr. Sukhdev David Dusangh NIL NIL NIL
Mr. Gaurav Gupta* (01 January 2022 onwards] 1.98 0.66 3.00

*Mr. Gaurav Gupta received remuneration as CFO till 31 December 2021 and as Whole TimeDirector w.e.f. 01 January 2022. Independent directors receive only sitting fees forattending the meetings.

2. The percentage increase in remuneration of each Director Chief Financial OfficerCompany Secretary or Manager if any in the financial year;

(INR in Million)
Name of Director *Mr. Abhijit Upadhye Designation Managing Director Remuneration in FY 2020 - 21 24.23 Remuneration in FY 2021 - 22 Increase (in %) -10.2%
Mr. Gaurav Gupta CFO & Whole Time Director 7.74 8.59 NA as not paid for entire year as WTD
Ms. Minal Talwar Company Secretary 1.54 1.95 26.6%

* Remuneration paid till 31 December 2021

3. Number of permanent employees are 250 on the role of company as on 31 March 2022.

4. The remuneration paid to the employees is in affirmation with Remuneration &Evaluation Policy of the Company.

5. Average percentile increase in salaries of employees other than the managerialpersonnel in the last financial year 2022 was 11.5%. Percentile increase in the managerialremuneration in 2022 was NIL.

6. The Company has a variable pay compensation structure only for Managing Directorbasis achievement of targets. No other employee has variable pay component structure. TheCompany further confirms that remuneration paid to employees is in line with itsRemuneration Policy.

7. Statement of employees receiving remuneration under Section 197(12) of CompaniesAct 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is attached as "Annexure G".


Variations in the market capitalization of the Company price earnings ratio as at theclosing date of the current financial year and previous financial year and percentageincrease over/decrease in the market quotations of the shares of the Company in comparisonto the rate at which the Company came out with the last public offer in case of listedcompanies:

Particulars Issued capital (No. of Shares] Closing Market price per share Earnings per share Price Earnings Ratio Market capitalization (INR in Million]
As on 31 March 2021 2566000 14391.15 153.32 93.86 36927.69
As on 31 March 2022 2566000 10864.70 40.25 269.93 27878.82
Increase/Decrease - -3526.45 -113.07 176.07 -9048.87
% Increase/Decrease - -24.50% -73.75% 187.59% -24.50%

The Company made Public Offering in February 1987 of 750000 equity shares at INR 10.00each. The market quotation of the equity shares of the Company as on 31 March 2022 was INR10864.70 for shares of face value of INR 10.00 each representing an increase of108547% over the period.


The Company during the year under review has not made investments in its own sharesits subsidiaries or associate companies


During the year under review there was no pecuniary relationship or pecuniarytransactions between the Company and its non - executive directors.


Your Company is an equal opportunity employer and safety of all employees and all otherpersons while within the premises is of utmost importance to your Company. The Company hasbeen practicing safety of women at workplace as part of its formally adopted Code ofConduct. In order to strengthen it and also in compliance to newly enacted Act forprotection of women your Company has formed Internal Complaints Committee and adopted"Policy on Prevention Prohibition and Redressal of Sexual Harassment of Women atWorkplace". The Committee's mandate is to bring awareness about ensuring safeworkplace for women; receive and take appropriate decision on complaints if any.

The Committee as appointed by the Management consist:

1. Ms. Anila Thomas - Presiding Officer

2. Ms. Minal Talwar - Member

3. Mr. Rajendra Jadhav - Member

4. Ms. Suman Bhagwat - Member

5. Mr. Kuldeep Joshi - Independent Member

6. Ms. Nirmala Lagad - Member

No complaints have been received during the year.


Covid-19 made it imperative for the organisation to embrace certain practicesincluding social distancing remote working and all these in turn led to significantdependence on and increased usage of digital technologies.

We have implemented advanced security controls technologies processes and practicesdesigned to protect networks computers and data from attack damage or unauthorizedaccess and threat analytics by leveraging industry leading technologies to help identifyand mitigate internal and external threats to the Company.

Our Cyber Security Policy ensures that our people are aware of the best practices to befollowed in order to ensure that the company's data and infrastructure do not becomevulnerable to external threats.

We ensure our IT Team is up to speed by providing them with avenues for continuouslearning and making internal training forums available as well as courses through externalacademic institutions to keep them enriched and in turn help protect the Company fromcyber-threats on a day-to-day basis.

29. COVID-19:

The COVID-19 pandemic continued to be a global challenge creating disruption acrossthe world. In the first three months and last quarter of FY 2021-22 the second wave &third wave of the pandemic overwhelmed India's medical infrastructure. Through this tryingperiod hospitalization support was provided to our employees & their familiesincluding many of our external vendor partner teams. Covid care centers in nearby villagesand hospitals were supported by supplies of oxygen cylinders medicines ventilators. dryration kits were also distributed to labourers. This was in addition to the medicalhelpline self-help and counselling services provided across the organisation.

Amid the pandemic the Company launched vaccination drive to ensure the safety andwellbeing of associates and their families.

30. The Company has not made any application under The Insolvency and BankruptcyCode 2016 nor any application is pending against the Company under the said Code.

31. The Company has not done any one time settlement with any Bank or FinancialInstitution during the year and hence declaration under the said clause is not applicable.

32. The Company is not required to maintain Cost Records as specified under section148(1) of the Act by the Central Government.


As per SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 theCorporate Governance Report with the Auditors' Certificate thereon and the ManagementDiscussion and Analysis are attached which forms part of this report.

The Company has devised proper systems to ensure compliance with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of Indiaand that such systems are adequate and operating effectively.

By Order of the Board of Directors
Tasty Bite Eatables Limited
Ashok Vasudevan
Date: 10 August 2022 Chairman
Place: Pune DIN:00575574