DIRECTORS' REPORT TO THE MEMBERS Your Directors have pleasure in presenting their 32nd Annual Report on the business and operations of your Company for the year ended 31st March, 2015. EXTRACT OF ANNUAL RETURN The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure A". MEETINGS OF THE BOARD During the yearfour Board Meetings and four Audit Committee Meetings were convened and held on 19th May, 2014, 12th August, 2014, 14th November, 2014 and 5th February, 2015. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to the provisions of Section 134 (5) of the Companies Act, 2013, the Directors hereby confirm, to the best of their knowledge and belief, that: (a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures; (b)The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period; (c)The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d)The Directors have prepared the annual accounts on a going concern basis; (e)The Directors have laid down internal financial controls to be followed by the Company which are adequate and operating effectively; and (f)The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS Mr. Prem Sagar, (DIN : 00040396), Mr. K.N. Malhotra (DIN: 00128479), Mr. Vinay Killa (DIN : 00060906) and Ms. Sarada Hariharan (DIN : 06914753), Independent Directors, have filed the requisite declarations with the Company as per Section 149(7) of the Act to the effect that they qualify as Independent Directors within the meaning of Section 149(6) of the Act. REMUNERATION POLICY Upon the recommendations of the Nomination and Remuneration Committee in terms of Section 178(4) of the Companies Act, 2013, your Board has adopted a policy relating to the remuneration for the Directors, key managerial personnel and other employees of the Company. The said policy is annexed herewith as "Annexure B" and may be viewed at the official website of the Company at www.taiind.com. DIRECTORS' RESPONSE TO COMMENTS MADE IN THE AUDITOR'S REPORT There were no adverse remarks in the Auditor's Report. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS The Company has not given any loans, guarantees or made any investments exceeding sixty per cent of its paid-up share capital, free reserves and securities premium account or one hundred per cent of its free reserves and securities premium account, whichever is more, as prescribed in Section 186 of the Companies Act, 2013. RELATED PARTY TRANSACTIONS All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel orotherdesignated persons which may have a potential conflict with the interest of the Company. All Related Party Transactions are placed before the Audit Committee, as also the Board, for approval. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature. The statement of particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 is annexed hereto as "Annexure C". PLANS AND PROSPECTS Fruit Product Division Faced by constrains such as high cost of warehousing facilities and transport costs, high inventory carrying cost, high taxation, high packaging cost, affordability and cultural preference offresh food, this division saw a challenging year in 2014-2015. To alleviate the situation, several trade and consumer initiatives were launched during the year to reach out to a large number of consumers beyond our traditional markets and customer segments, to further consolidate the Brand's potential. Your Company's strength continues to lie in its established brand image and product quality Your Company is exploring opportunities to expand its breakfast category by introducing new variants of cereals. Industrial Division Despite market competition coupled with the sluggish growth of the steel industry, the performance of this division was good. Your Company is looking at developing additional supply sources and setting up more screening and sizing facilities. Retail Division C3's performance grew significantly over that of last year. Despite poor market outlook, C3 has not only defended its market share but has also managed to enhance its performance. The introduction of the hard liquorsection also attracted betterfootfalls. Future plans and prospects lie in the direction of gradually phasing out shop in shops after profitability is achieved. TRANSFER TO RESERVES Your Board has considered appropriate not to transfer any amount to the General Reserves of the Company. Theentire amount of Rs. 0.92 Crores is proposed to be retained in the Statement of Profit and Loss. DIVIDEND Yours Directors have recommended a dividend of Re. 0.70 per share (7 % on an equity share of Rs. 10/- each). The payment of the aforesaid dividend is subject to the approval of the shareholders at the forthcoming Annual General Meeting. OTHER INFORMATION Conservation of Energy Your Company's activities being trading in nature, energy consumed is only in the nature of electrical consumption for use and maintenance of office appliances. However, the efforts of your Company are aimed at keeping the consumption levels to as low as practicable. Your Company not being engaged in any manufacturing activity, disclosure as per Form A of the Annexure in respect oftotal energy consumption and energy consumption per unit of production is not applicable. Technology Absorption Your Company not being engaged in any manufacturing activity, disclosure as per Form B of the Annexure is not applicable. Foreign exchange earnings and outgo As trade between India and Bhutan are being transacted in Indian Rupees, there has been no foreign exchange earnings or outgo during the year. RISK MANAGEMENT POLICY Your Company has implemented an effective risk management policy aiming to reduce loss or injury arising out of various risk exposures, focusing on risk assessment, risk management and risk monitoring. ANNUAL EVALUATION OF BOARD, COMMITTES AND DIRECTORS Your Board of Directors has adopted an annual evaluation process for evaluating its own performance and that of its Committees and Independent Directors. The formal evaluation was performed by sending out assessment questionnaires to all the Directors for their responses, for evaluating the performance of the Board as a whole, the Committees and the individual Directors (self evaluation) and also seeking one on one feedbackfrom each individual Director. DETAILS OF DIRECTORS/KEY MANAGERIAL PERSONNEL APPOINTED DURING THE YEAR Mr. Prem Sagar (DIN: 00040396), Mr. K.N. Malhotra (DIN: 00128479) and Mr. Vinay Killa (DIN: 00060906), the existing Independent Directors of the Companywere appointed as Independent Directors under Section 149 of the Companies Act, 2013, atthe Annual General Meeting of the Company held on 17th September, 2014. Ms. Sarada Hariharan (DIN: 06914753), was appointed Independent Director under Section 149 of the Companies Act, 2013, atthe Annual General Meeting of the Company held on 17th September, 2014. Mr. Rohan Ghosh (DIN: 00032965) was appointed Managing Directorof the Company at the Annual General Meeting of the Company held on 17th September, 2014. The appointments of Ms. Mou Mukherjee as the CFO of the Company and Ms. Indira Biswas (ACS 9621), Company Secretary, under Section 203 of the Companies Act, 2013, were noted at the Meeting of the Board held on19th May, 2014. In terms of Section 203 of the Companies Act, 2013, the following persons qualify as Key Managerial Personnel: Mr. Rohan Ghosh - Managing Director Ms. Mou Mukherjee - Chief Financial Officer Ms. Indira Biswas - Company Secretary The details of the above Directors and Key Managerial Personnel are annexed herewith as "Annexure D". DIRECTORS In terms of Article 59(2) of the Articles of Association of the Company, Dasho Wangchuk Dorji (DIN : 00296747), who shall retire by rotation at the forthcoming Annual General Meeting shall not be understood to have ceased to hold the office of Whole Time Director, if re-elected. DEPOSITS The Company has not accepted any deposit from the public, falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014. ORDERS PASSED BY REGULATORS During the year under report, there were no significant and material orders passed by regulators or courts or tribunals, impacting the Company's going concern status and its future operations. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY Your Company has an Internal Control System, carried out by external firms of Chartered Accountants, which is commensurate with the size, scale and complexity of its operations. Based on the reports of internal auditors, the respective heads of the departments/divisions undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board. The financial statements provide a true and fair view of the state of affairs of the Company and are compliant with the accounting standards notified in the Companies Act, 2013. CORPORATE SOCIAL RESPONSIBILITY Your Company falls outside the ambit of Section 135 of the Companies Act 2013 as regards Corporate Social Responsibility, in terms of its net worth, turnover and net profit during the financial year ended on 31st March, 2015. COMPOSITION OF THE AUDIT COMMITTEE The Audit Committee consists of three Non-executive Independent Directors, possessing the requisite experience and expertise. The composition of the Audit Committee is as follows: Mr. Prem Sagar Independent Director Chairman Mr. Kanwal Nain Malhotra : Independent Director Member Mr. Vinay Killa : Independent Director Member VIGIL MECHANISM/WHISTLE BLOWER POLICY The Company has put in place a Vigil Mechanism Policy in accordance with Section 177(10) of the Companies Act, 2013. The details of the policy may be viewed at the official website of the Company at www.taiind.com and is also annexed hereto as "Annexure E". PREVENTION OF SEXUAL HARASSMENT Your Company is committed to provide a safe and secure working environment to its women employees. There were no cases of sexual harassment reported during the year under review. CORPORATE GOVERNANCE/ MANAGEMENT DISCUSSION AND ANALYSIS REPORT In terms of Circular no. CIR/ CFD/ POLICY CELL/ 7/ 2014 dated September 15, 2014, issued by the Securities and Exchange Board of India, compliance with Clause 49 of the Listing Agreement is not mandatory for your Company. Accordingly, a corporate governance report and a management discussion and analysis report do not form a part of the Board's Report. DEMATERIALISATION OF SECURITIES The shares of the Company are compulsorily traded in dematerialised form for all shareholders. As on 31st March, 2015, 60.88 % of the total number of shares, stand dematerialised. PARTICULARS OF EMPLOYEES The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is annexed hereto as "Annexure F". AUDITORS The Company's Auditors, Messers Ray & Ray, Chartered Accountants, (Registration No. 301072E) who retire at the conclusion of the forthcoming Annual General Meeting, are eligible, for re - appointment from the conclusion of the Thirty Second Annual General Meeting till the conclusion of the Thirty Third Annual General Meeting, as per the provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under for reappointment as Auditors of the Company. The auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. SECRETARIAL AUDIT Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Messrs T. Chatterjee & Associates, a firm of Company Secretaries in Practice ( Registration No. 301072E) to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as "Annexure G". ACKNOWLEDGEMENTS Your Directors wish to place on record their grateful appreciation of the excellent support and co-operation received from the Shareholders, Banks, Financial Institutions and Investors, Government Authorities, Stock Exchanges, Reserve Bank of India, Central and State Governments. Your Directors also wish to place on record their deep appreciation of the dedication, competence and support of the employees at all levels for their contribution towards the performance ofyour Company. For and on behalf of the Board WANGCHUK DORJI Chairman (DIN :00296747) Place: Kolkata Date: 11th May, 2015 |