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Tiaan Consumer Ltd.

BSE: 540108 Sector: Others
NSE: N.A. ISIN Code: INE864T01011
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NSE 05:30 | 01 Jan Tiaan Consumer Ltd
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VOLUME 4707
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Tiaan Consumer Ltd. (TIAANCONSUMER) - Director Report

Company director report

To

The Members Tiaan Consumer Limited

Your Directors are pleased to present their 29th Annual Report and theaudited Financial Statement for the year ended 31st March 2021.

1. Financial Statements

(Amount in Rs.)

PARTICULARS

CURRENT YEAR

PREVIOUS YEAR

2020-21

2019-20

Total Income 40901320 192209566
Total Expense 26325394 178544866
Profit before Finance Cost and Depreciation 14575926 13664700
Less : Finance Cost -- --
Profit before Depreciation 14575926 13664700
Less : Depreciation 2159768 2410341
Profit/(Loss) before Tax 12416158 11254359
Provision for Tax
Current Tax 3035099 2901640
Deferred Tax - -
Balance of Profit/(Loss) for the year 9381059 8352719
Earning per equity share: 1.45 1.61
Basic & Diluted (Rs.10/- each)

2. Performance Review

The revenue for the current financial year decreased to Rs. 409.01 lakh compared toprevious year Rs. 1922.09 lakh. The expense for the current financial year was Rs. 263.25lakh also decreased to lakh compared to previous year Rs. 1785.44 lakh. However the netprofit after tax increased from Rs.83.52 lakh compare to Rs. 93.81 lakh during the currentyear.

3. Dividend

The Board on 6th March 2020 had declared an Interim Dividend of Rs. 0.06/-i.e. 0.60% per share and the same was credited to the Shareholders on 18thJune 2020.

4. Transfer to General Reserve

A sum of Net Profit after distribution has been transferred to the General Reserves ofthe company. This reflects well on the financial strength of the Company.

5. Change in the nature of business

There is no Change in the Business of the Company during the year however theshareholders of the Company at its General Meeting held on 28th September 2020had approved to expand its business horizon by adding Consumers Products namely AyurvedicNatural and Herbal Care Products.

6. Bonus

During the reporting period the Board of Directors at its meeting held on 6thMarch 2020 has approved issuance of Bonus shares in the ratio of 1:4 to its existingshareholders and the same was allotted to those shareholders whose names are recorded inthe Register of Members as on the Record Date i.e. 03rd July 2020.

7. Change of Name of the Company

The shareholders of the Company had approved to change the name of the Company at its28th AGM held during last year. Thus the name of the Company was changed fromTiaan Ayurvedic & Herbs Limited to Tiaan Consumer Limited.

8. Corporate Office

During the reporting period the company has opened its new Corporate office at 401Prashanti Ram Towers Above Axis Bank Yousufguda Road Ameerpet Hyderabad 500073Telangana.

9. Significant and Material Orders Passed by the Regulators or Courts

No significant material orders have been passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company and its futureoperations.

10. Subsidiary / Associates Companies

During the year under review the Company does not have any subsidiary and associatescompany.

11. Adequacy of internal financial controls

The Company has in place adequate and effective Internal Financial Controls withreference to financial statements. During the year such controls were tested and upgradedand no reportable material weaknesses in the design or operation were observed.

12. Particulars of Loans Guarantees or Investments

During the year under review your Company has not directly or indirectly -

Given any loan to any person or other body corporate other than usual advancesenvisaged in a contract of supply of materials if any;

Given any guarantee or provided security in connection with a loan to any other bodycorporate or person; and acquired by way of subscription purchase or otherwise thesecurities of any other body corporate.

13. Particulars of Contracts or Arrangements with Related Parties

No related party transaction(s) entered into during the financial year. The Company hasnot entered into any contract arrangement or transaction with any related party whichcould be considered as material as defined under SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

The Board has approved a policy for related party transactions which has been uploadedon the website of the Company (www.tiaanstore.com).

AOC-2 pursuant to clause(h) of sub-section (3) of Section 134 of the Act and Rule 8(2)of the Companies (Accounts) Rules 2014 is furnished as Annexure A to this report.

14. Directors' Responsibility Statement

Pursuant to section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that:

a) in the preparation of annual accounts for the year ended March 31 2021 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same; b) they haveselected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company at March 31 2021 and of the Profit of the Company for the yearended on that date;

c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a ‘going concern' basis;

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 are adequate and operating effectively.

15. Directors and Key Managerial Personnel as on 31st March 2021

Mr. Sudharshan Rangarajan : Managing Director

Mr. Sanjay Patel : Non Executive Independent Director (up to 24th June2020) Mr. Satish Bhagat : Non Executive Independent Director Mrs. Kajal Jain : NonExecutive Independent Director (upto 15th October 2020) Mr. Tansukh Lal Badara: Executive Director (w.e.f 24th June 2020 to 6th November 2020)Mr. Dasarath Kumar Kallur : Non-Executive - Non Independent Director (w.e.f 24thJune 2020)* Ms. Samala Pavithra : Non-Executive - Independent Director (w.e.f 3rdNovember 2020) Mr. Naresh Veeramalla : Non-Executive - Independent Director (w.e.f 6thNovember 2020) Mrs. Jayshri Kothari : Non-Executive - Independent Director (w.e.f 9thDecember 2020) Mr. Anurag Poojary : Executive Director (w.e.f 9th December2020)

*Designation changed to Executive Director w.e.f 6th November 2020

Key Managerial Personnel:

Mr. Sudharshan Rangarajan : Managing Director

Mr. Vinod Sarda : Chief Financial Officer (upto 7th November 2020) Mr.Dasarath Kumar Kallur : Chief Financial Officer (w.e.f 8th November 2020) Mr.Shanoo Mathew : Company Secretary

None of the Company's directors are disqualified from being appointed as a director asspecified in Section 164 of the Act.

16. Declaration by Independent Directors

The Company has received necessary declarations from all Independent Directors of theCompany confirming that they meet the criteria of independence laid down in Section 149(6)of the Companies Act 2013 as well as under Regulation 25 and 16(1)(b) of SEBI (LODR)Regulations. There has been no change in the circumstances which may affect their statusas independent director during the year.

17. Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performanceBoard committees and Individual Directors pursuant to the provisions of the Act and theCorporate Governance requirements as prescribed by Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations").

The performance of the Board was evaluated by the Board after seeking inputs from allthe Directors on the basis of the criteria such as the Board composition and structureeffectiveness of Board processes information and functioning etc.

The performance of the Committees was evaluated by the Board after seeking inputs fromthe Committee members on the basis of the criteria such as the composition of Committeesattendance prior study of materials given participation at the meetings level andeffectiveness of Committee meetings etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the Individual Directors on the basis of the criteria such as thecontribution of the individual Director to the Board and Committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the Chairman was also evaluated on the key aspectsof his role.

In a separate meeting of independent Directors performance of non-independentdirectors performance of the Board as a whole and performance of the Chairman wasevaluated taking into account the views of Executive Directors and Non-executiveDirectors. The same was discussed in the board meeting that followed the meeting of theIndependent Directors at which the performance of the Board its Committees andindividual Directors was also discussed. Performance evaluation of independent directorswas done by the entire board excluding the Independent Director being evaluated..

18. Familiarization Program for the Independent Directors

In compliance with the requirements of SEBI Regulations 2015 the Company has put inplace a familiarization programme for the Independent Directors to familiarize them withtheir role rights and responsibilities as Directors the working of the Company natureof the industry in which the Company operates business model etc.

19. Policy on Directors' Appointment and Remuneration and other details

The Nomination and Remuneration Committee has laid down the criteria for Directorsappointment and remuneration including criteria for determining qualification positiveattributes and independence of a Director. The following attributes/criteria for selectionhave been laid by the Board on the recommendation of the Committee:

The candidate should possess the positive attributes such as leadershipentrepreneurship business advisor or such other attributes which in the opinion of theCommittee are in the interest of the Company;

The candidate should be free from any disqualification as provided under Sections 164and 167 of the Companies Act2013;

The candidate should meet the conditions of being independent as stipulated under theCompanies Act 2013 and Listing Agreement entered into with Stock Exchanges in case ofappointment as an independent director; and the candidate should possess appropriateeducational qualification skills experience and knowledge in one or more fields offinance law management sales marketing administration corporate governancetechnical operations infrastructure or such other areas or disciplines which are relevantfor the Company's business.

20. Number of Meetings of the Board

During the year under review Thirteen (13) Meetings of the Board of Directorswere held on 5th April 2020 20th May 2020 24th June2020 8th July 2020 6th August 2020 25th August2020 16th October 2020 3rd November 2020 6thNovember 2020 9th December 2020 1st January 2021 10thFebruary 2021 and 16th March 2021.

21. Audit Committee

The Audit Committee of the Board of Directors meets the criteria laid down underSection 177 of the Companies Act 2013 read with Regulation 18 of Securities and ExchangeBoard of India (Listing Obligation and Disclosure Requirement) Regulation 2015 in theterms of reference to the Audit Committee.

Name of Members of Audit Committee Designation Nature of Directorship
SatishBhagat Member Independent Director
Kajal Jain Member (upto 15.10.2020) Independent Director
Sanjay Patel Member (upto 24.06.2020) Independent Director
Dasarath Kumar Kallur Member (upto 06.11.2020) Non Independent Director
Naresh Veeramalla Chairman Independent Director
Samala Pavithra Member Independent Director

22. Material Changes and Commitments if any affecting the Financial position of theCompany which have occurred between the end of Financial Year of the Company to which theFinancial Statement relate and the date of the Report.

There were no material changes and commitments that have affected the financialposition of the Company which have occurred during the financial year ended on 31st March2021.

23. Management Discussion and Analysis

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations andDisclosures Requirements) Regulation 2015 the Management Discussion and Analysis has beengiven hereunder.

WORLD

As per International Monetary Fund (IMF) we will see differential economic recoveriesacross the world with global economy potentially going back to pre-pandemic levels inanother two years. The global economy has witnessed an unprecedented contraction of 3.3%in FY 2019-20 due to the COVID pandemic despite the policy support provided by differentgovernments. The GDP growth scenario improved in the second half as lockdown restrictionswere eased (between the first and the second waves of infection) and economies adapted tonew ways of working.

Outlook

Current forecasts are optimistic with the IMF projecting 6% global GDP growth in FY2020-21 supported by increase in vaccination coverage continued fiscal monetary andfinancial support provided by central banks and governments. Good growth is projected bothin case of advanced (USA and Japan through their fiscal support).

However uncertainty remain around the pace of economic recovery which may be furtherdampened by new COVID-19 virus mutations continued efficacy of government policy actionsand projected increase in commodity prices.

There is optimism around the recovery of Indian growth with predictions ranging between10% (World Bank) to 12.5% (IMF) for FY 2021-22. However there are risks to growth in theform of the third waves and its impact on economic outlook (including but not limited toanother phase of lockdown measures being implemented).

INDIA

The Indian economy too like the other economies of the world were deeply impacted byCOVID-19 pandemic. The Indian economy is estimated to have contracted by 8% in FY 2020-21.In the first quarter with the implementation of nation-wide lockdown the economycontracted by 24% however our economy slowly went into recovery mode during later half onthe year. Consumption patterns normalised towards the third quarter with increasing levelsof demand for consumer products. Economic indicators like Good and Services Taxcollections automobile and tractor sales power demand is showing growth compared to lastyear. Given the gradual easing of restrictions and revival of several infrastructureprojects by the government manufacturing activity has increased.

Opportunities and Threats:

Our business segment awaits a vast opportunities as existing trends in health andwellness as well as convenience create new consumer needs and market opportunities. Agreater number of consumers are reassessing their priorities and seeking a healthierlifestyle hence we are preparing to leverage them through focused expansion of our salesand distribution system in India and improving our supply chain model. Premium productofferings and new market models are also being developed. The listing of our products onecommerce market will not only ride on the digital growth wave thanks to increaseddigital penetration through better internet access improved security of paymentsgateways m-commerce adoption and Cash on Delivery (CoD) options but will also benefitfrom changes in consumer behavior. Our premium products like Ayurvedic cosmetics &skin care products are also likely to boost our market share in the years to come.

Key threats to our business include changing consumer preferences and its volatilityfor demand. Although we plan on ensuring business continuity at every level thecontinuation of crisis can have long-term demand and supply implications which isdifficult to predict at this point in time. Thus we are further strengthening our salesnetwork and using technology to improve our execution capabilities.

Internal Control System and their Adequacy:

Company's internal control system is adequate considering the nature size andcomplexity of its business. The Audit Committee reviews its findings and recommendationsat periodic intervals. The statutory auditors while conducting the statutory audit reviewand evaluate the internal controls and their observations are discussed with the Auditcommittee of the Board. The Company's internal control systems are supplemented byperiodic reviews by the Management.

The Company has adequate internal control systems including suitable monitoringprocedures commensurate with its size and the nature of the business. The internal controlsystems provide for all documented policies guidelines authorisation and approvalprocedures.

Human Resources/Industrial Relations:

Your company continues to invest in human resources to build new businesses whilesimultaneously improving the individual & organizational preparedness for futurechallenges. The company believes that human resources are the most valuable assets and amajor driver for achieving its goals. The company places great emphasis on its employeesand believes that they are the core of the Corporate Purpose.

The HR mission is to empower employees to make continuous improvements and enhancetheir professional skills in increasing the market presence as well market share in termsof sales. The company believes in respecting the individual rights and dignity of thepeople.

Risks and Concerns:

Brand-Image:

The Company is taking every conscious efforts possible to create a brand Image of itsown in the market especially amongst the youth and to be the first choice of family inpersonal products.

Higher Investment:

Being relatively new in the market the Company is required to to invest heavily behindits advertisement branding better marketing strategies and easy accessibility includingnew options of e-commerce to become big in consumer market segment.

Forward Looking Statement:

Certain statements made in the Management Discussion and Analysis Report relating tothe Company's outlook expectations estimates opportunities and others may constitute‘forward looking statements' within the meaning of applicable laws and regulations.Actual results may differ from such expectations whether expressed or implied. Severalfactors could make significant difference to our operations. These include climatic andeconomic conditions affecting demand and supply government regulations and taxation anyepidemic or pandemic natural calamities over which we do not have any direct/ indirectcontrol.

24. Risk Management

The Company has in place a Risk Management Policy pursuant to Section 134 of theCompanies Act. It establishes various levels of accountability and overview within theCompany while vesting identified managers with responsibility for each significant risk.

The Finance Department facilitates the execution of Risk Management Practices in theCompany in theareas of risk identification assessment monitoring mitigation andreporting. Through this program each Function carried on works addresses opportunitiesand risks through a comprehensive approach aligned to the Company's objectives. TheCompany has laid down procedures to inform the Audit Committee as well as the Board ofDirectors about risk assessment and management procedures and status.

The Audit Committee of the Board of the Company has been entrusted with the task toframe implement and monitor the risk management plan for the Company and it isresponsible for reviewing the risk management plan and ensuring its effectiveness with anadditional oversight in the area of financial risks and controls. Major risks identifiedby the businesses and functions are systematically addressed through mitigating actions ona continuing basis.

25. Corporate Social Responsibility (CSR)

The Company does not fall in any of the Criteria of Section 135 of the Companies Act2015 read with the Companies (Corporate Social Responsibility Policy) Rules 2014 and hencethe company does not require to comply the same.

26. Safety Environment and Health

The Company has a stringent policy which drives all employees to continuously break newground safety management for the benefit of people property environment and thecommunities where we operate on sites. The Company's commitment to excellence in Healthand Safety is embedded in the Company's core values.

Regular employee training programmes are in place throughout the Company on SafetyEnvironment and Health and has well identified and widely covered safety management systemin place for ensuring not only the safety of employees but surrounding population of theworks as well. The Company respects human rights values its employees and theircommunities. The Company considers safety environment and health as the managementresponsibility.

27. Policy on Prevention Prohibition and Redressal of Sexual Harassment at Workplace

The Company has zero tolerance for sexual harassment at the workplace and has adopted aPolicy on Prevention Prohibition and Redressal of Sexual Harassment at the Workplace inline with the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules there under. The Policy aims to provideprotection to employees at the workplace and prevent and redress complaints of sexualharassment and for matters connected or incidental thereto with the objective ofproviding a safe working environment where employees feel secure.

All employees of the Company those of contractors as well as trainees are coveredunder this Policy.

No complaint was received from any employee during the financial year 2020-21 and henceno complaint is outstanding as on 31.03.2021 for redressal.

28. EXTRACT OF ANNUAL RETURN

A copy of the Annual Return as required under Section 92(3) and Section 134(3)(a) ofthe Act has been placed on the Company's website.

29. Vigil Mechanism/ Whistle Blower Policy

There is a Whistle Blower Policy in the Company and that no personnel have been deniedaccess to the Chairman of the Audit Committee. The policy provides for adequate safeguardsagainst victimization of persons who use vigil mechanism. The Whistle Blower Policy isposted on the Company's website www.tiaanstore.com

30. Code of Conduct

The Board has laid down a code of conduct for board members and senior managementpersonnel of the Company. The code incorporates the duties of independent directors aslaid down in the Companies Act 2013.The said code of conduct is posted on Company'swebsite www.tiaanstore.com. The Board members and senior management personnel haveaffirmed compliance with the said code of conduct.

31. Prevention of Insider Trading

The Board has adopted a revised Code of Prevention of Insider Trading based on the SEBI(Prohibition of Insider Trading) Regulations 2015. The same has been placed on thewebsite of the Company www.tiaanstore.com. All the Directors senior management employeesand other employees who have access to the unpublished price sensitive information of theCompany are governed by this code. During the year under Report there has been duecompliance with the said code of conduct for prevention of insider trading.

32. Corporate Governance

As per SEBI LODR Compliance with the provisions of regulation 17 through 27 andclauses(b) to of sub regulations 46 and Para C D and E of schedule V is not mandatory forthe time being in respect of the following class of Companies:

a) Companies having paid up equity share capital not exceeding Rs.10 Crores and NetWorth not exceeding Rs.25 Crores as on the last day of previous financial year; b) Thelisted entity which has listed its specified securities on the SME Exchange;

As such our Company falls in the ambit of aforesaid exemption Consequently CorporateGovernance does not forms part of the Annual Report for the Financial Year 2020-21.However the Company is following the industry best corporate governance standards.

33. Human Resources

The human resource plays a vital role in the growth and success of an organization. TheCompany has maintained cordial and harmonious relations with employees.

Your Company continuously invests in attraction retention and development of talent onan ongoing basis. A number of programs that provide focused people attention are currentlyunderway. Your Company thrust is on the promotion of talent internally through jobrotation and job enlargement.

34. Deposits from Public

The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.

35. Conservation of Energy Technology Absorption Foreign Exchange Earnings and OutgoTechnology absorption: NIL

Foreign Exchange earnings and outgo: NIL

36. Particulars of Employees and Remuneration

Pursuant to the Rule 5(2) & (3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules no employee of the Company was paid remuneration exceedingthe prescribed limits during the financial year 2020-2021.

37. Insurance

All the properties and insurable interests of the Company including buildings Plants& Machineries and Stocks have been adequately insured.

38. Share Capital

Pursuant to Issue of Bonus Shares the paid-up equity share capital of the Company hasincreased from Rs.51668000 to Rs. 64585000 during the period under review. The Boardof Directors had approved allotment of 1291700 equity shares of Rs. 10/- each on 8thJuly 2021. The Company currently has no outstanding shares issued with differentialrights sweat equity or ESOS.

39. Auditors

Statutory Auditors:

M/s. Mehul M. Shah Chartered Accountants were appointed as the statutory auditors ofthe Company for a period of five years at the Annual General Meeting (AGM) of the Companyheld on 28th September 2017 to hold office from the conclusion of 25th AGMtill the conclusion of 30th AGM to be held in 2022.

The Auditors' Report read with the notes to the accounts referred to therein areself-explanatory and therefore do not call for any further comments. There are noqualifications reservations or adverse remarks made by the Auditors.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors of the Companyhad appointed Mr. Suhas Bhattbhatt of M/s. S Bhattbhatt & Co. Practicing CompanySecretaries to undertake the Secretarial Audit of the Company for the year ended March 312021. The Secretarial Audit Report is annexed as Annexure B.

Cost Auditors:

Your Company does not require to get its cost records audited by the qualified CostAuditors in view of non-applicability. No appointment of Cost Auditors has been made.

40. Acknowledgement

The Board places on record its deep appreciation for the continued support receivedfrom various clients vendors and suppliers and Bankers Government Authorities Employeesat all levels and Stakeholders in furthering the interest of the Company.

For and on behalf of the Board of Directors
Sd/-
Date: 28/08/2021 Sudharshan Rangarajan
Place: Vadodara Managing Director

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