TO THE MEMBERS
Your Directors have pleasure in presenting their 41st Annual Report on the
business of your Company for the year ended 31st March, 2024.
HIGHLIGHTS OF PERFORMANCE
Below is a summary of the Company's financial performance during the current year,
compared to the previous financial year:
SHARE CAPITAL
|
Rupees in Lakhs |
Rupees in Lakhs |
| Particulars |
Year ended 31st March, 2024 |
Year ended 31st March, 2023 |
| Turnover |
14,777.81 |
25,435.97 |
| Profit/(Loss) before Interest, Depreciation & Taxation (PBIDT) |
172.14 |
657.69 |
| Interest |
6.60 |
0.99 |
| Profit/(Loss) before Depreciation & Taxation (PBDT) |
165.54 |
656.70 |
| Depreciation |
37.24 |
24.77 |
| Profit/(Loss) Before Tax and Extraordinary items (PBTE) |
128.30 |
631.93 |
| Extraordinary items |
0.00 |
0.00 |
| Profit/(Loss) Before Tax (PBT) |
128.30 |
631.93 |
| Provision for Taxation / (Deferred Tax) |
12.49 |
(170.49) |
| Profit/(Loss) After Tax (PAT) (A) |
140.79 |
461.44 |
| Other Comprehensive Income |
87.37 |
(51.18) |
| Total Comprehensive Income |
228.16 |
410.27 |
The Paid -up- Share Capital of the Company, comprising Equity Shares, is Rs.6 Crores as
on 31st March, 2024. During the year under review, there were no changes in the
Share Capital of the Company.
ANNUAL RETURN
The Annual Return of the Company, for the Financial Year ended March 31st,
2024, pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act, read
with Rule 12 of the Companies (Management and Administration) Rules, 2014, is available on
the website of the Company www.taiind.com
ACCOUNTING POLICIES AND PROCEDURES
The Company has adopted the Indian Accounting Standards ("Ind AS") notified
under the Companies (Indian Accounting Standards) Rules 2015, for preparation and
presentation of these Financial Statements. The financialstatements 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
DIVIDEND
The directors have decided not to recommend the payment of any dividend on the equity
shares of the company for the year ended 31st March, 2024. This decision is
aimed at conserving funds for the future development and growth of the company.
TRANSFER TO RESERVES
No amount is proposed to be transferred to General Reserve during the financial year
2023-24.
STATE OF COMPANY AFFAIRS AND FUTURE OUTLOOK
The Income from the operations of your Company compared to that of the previous year,
is given hereunder:
| Particulars |
Fruit Product |
Industrial |
Total |
|
(^ Lakhs) |
(^ Lakhs) |
(^ Lakhs) |
| Revenue |
|
|
|
| Current Year |
1,281.38 |
13,496.43 |
14,777.81 |
| Previous Year |
1,210.10 |
24,225.87 |
25,435.97 |
PLANS AND PROSPECTS Fruit Product Division
Increasing urbanization, lifestyle changes, greater affluence and increased rates of
women working outside of their home are driving the demand for processed foods.
Arising out of the COVID pandemic, there has been a significant shift in the choice of
food and this has impacted the performance of the Fruit Product Division. Continued
efforts are being made to sustain an efficient supply chain and distribution network that
ensures visibility and availability of products in the market. DRUK products are very
popular with the customers and being mindful of their needs, we ensure that our business
continues to grow,
Industrial Division
The supply of our Ferro Silicon to the markets was satisfactory, considering the
depressed market condition and shortage of availability of materials Charcoal supply was
maintained as per regular demand in Bhutan. Margins continued to remain constrained due to
competition.
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.
Technology Absorption
Your Company not being engaged in any manufacturing activity, there is no information
to be provided in this regard.
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 focusing on risk
assessment, risk management and risk monitoring, aimed at reducing losses or injury
arising out of various risk exposures.
CHANGE(S) IN NATURE OF BUSINESS
During the year under review, there were no changes in the nature of the Company's
business.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE
FINANCIAL YEAR AND THE DATE OF THE REPORT
There have been no material changes and commitments affecting the financial position of
the company from the close of the financial year ended March 31st, 2024, up to
the date of this report.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
During the year under review, no significant and material orders were passed by the
Regulators or Courts or Tribunals which may impact the going concern status of the Company
or its future operations.
DIRECTORS AND KEY MANAGERIAL PERSONNEL Composition
As of 31st March, 2024, the Company's Board of Directors consisted of a
total of seven members. Among them, there were four Non-Executive Independent Directors,
including one Female Director, and two Executive Directors and one Non-Executi've-Non
Independent Director. Notably, the roles of Chairman of the Board and Managing Director
were held by different individuals. The Chairman of the Board is an Executive Director.
The profile of all the Directors can be accessed on the Company's website at
www.taiind.com.
None of the Directors of the Company have incurred any disqualification under Section
164(1) & 164(2) of the Companies Act, 2013 (Act). Further, all the Directors have
confirmed that they are not debarred from accessing the capital market as well as from
holding the office of Director pursuant to any order of Securities and Exchange Board of
India or Ministry of Corporate Affairs or any other such regulatory authority.
In the view of the Board, all the directors possess the requisite skills, expertise,
integrity, competence, as well as experience considered to be vital for business growth.
The detailed analysis of various skills, qualifications and attributes as required and
available with the Board has been presented in the Corporate Governance Report.
Changes in Board and KMP Composition
During the period under review the Company Secretary Ms Priyanka Mukherjee resigned on
09.11.2023 and Ms. Snigdha Khetan was appointed as Company Secretary from 05.02.2024.
The following functioned as Key Managerial Personnel during the year:
| Rohan Ghosh |
Managing Director |
| Mou Mukherjee |
Chief Financial Officer |
| Priyanka Mukherjee |
Company Secretary resigned 09.11.2023 |
| Snigdha Khetan |
Company Secretary appointed w.e.f. 05.02.2024 |
The Company submitted an application vide SRN AA4713614 to the central Government on 9th
September, 2023, pursuant to Section 196 read with schedule V of the Companies Act 2013
for the appointment of Mr Wangchuk Dorji as Whole time Director of company . This
application was disposed of on April 23rd 2024. Consequently the matter has
been taken up with the Ministry of Corporate Affairs for the necessary approval.
Director liable to retire by rotation
As per the provisions of Section 152(6)(d) of the Act read with Companies (Appointment
and Qualification of Directors) Rules, 2014 and Articles of Association of the Company,
Mr. Wangchuk Dorji (DIN:00296747), Whole time Director will retire by rotation at the
ensuing Annual General Meeting and being eligible has offered himself for reappointment.
Declaration Given by the Independent Directors
The Company has received declarations from all the Independent Directors confirming
that they meet the criteria of independence as prescribed under Section 149 of the Act as
well as Regulation 16 and 25 of Listing Regulations. The Independent Directors have also
submitted a declaration confirming that they have registered their names in the databank
of Independent Directors as being maintained by the Indian Institute of Corporate Affairs
(IICA) in terms of Rule 6 of the Companies (Appointment and Qualification of Directors)
Rules, 2014.
None of the Independent Directors are aware of any circumstance or situation, which
exist or may be reasonably anticipated, that could impair or impact their ability to
discharge their duties with an objective independent judgement and without any external
influence. The Board of Directors have taken on record the declaration and confirmation
submitted by the Independent Directors after undertaking due assessment of the same and in
their opinion the Independent Directors are persons of integrity, expertise and experience
and fulfill the conditions specified in the Act and Listing Regulations and are
independent of the management.
The Independent Directors have complied with the Code for Independent Directors
prescribed in Schedule IV to the Act along with the Code of Conduct for Directors and
Senior Management Personnel formulated by the Company as per Listing Regulations.
Board Diversity
The Company acknowledges and values the advantages of having a diverse Board, which
includes a mix of skills, experience, expertise, and a range of different perspectives
that align with the Company's business needs. To promote diversity within the Board, the
Company has established the Board Diversity Policy, outlining its approach towards
achieving this goal. The policy is accessible on the Company's website at www.taiind.com.
PERFORMANCE EVALUATION OF THE BOARD, THE COMMITTEES AND THE INDIVIDUAL DIRECTORS
In terms of section 134(3)(p) of the Companies Act, 2013, your Board of Directors has
adopted an annual evaluation process for evaluating its own performance as a whole and
that of its Committees and of its individual Directors.
As the law has not prescribed any evaluation methodology, the following factors have
been considered for evaluating the performance of the Board/ Committees/ Directors/
Chairperson/ Managing Director/ Whole-time Director on a case to case basis:
• People factors (knowledge, personal characteristics, Board size, structure,
Directors contribution, interpersonal skills, level of commitment, Board room behaviour,
etc); and
• Process factors (planning and managing Board meetings, information flow,
oversight management, risk management, coordination, etc.)
Each Director is given a Form for assessing the overall performance of the Board/
Committees/ Directors/ Chairperson/ Managing Director/ Wholetime Director as the case may
be, sufficiently in advance. The forms, which include a set of questions having a rating
mechanism, are reviewed and analysed by the Nomination & Remuneration Committee before
placing its feedback before the Board.
COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL
AND SENIOR MANAGEMENT PERSONNEL
In terms of section 134(3)(p) of the Companies Act, 2013, your Board of Directors has
adopted an annual evaluation process for evaluating its own performance as a whole and
that of its Committees and of its individual Directors.
As the law has not prescribed any evaluation methodology, the following factors have
been considered for evaluating
the performance of the Board/ Committees/ Directors/ Chairperson/ Managing Director/
Whole-time Director on a case to case basis:
• People factors (knowledge, personal characteristics, Board size, structure,
Directors contribution, interpersonal skills, level of commitment, Board room behaviour,
etc); and
• Process factors (planning and managing Board meetings, information flow,
oversight management, risk management, coordination, etc.)
Each Director is given a Form for assessing the overall performance of the Board/
Committees/ Directors/ Chairperson/ Managing Director/ Wholetime Director as the case may
be, sufficiently in advance. The forms, which include a set of questions having a rating
mechanism, are reviewed and analysed by the Nomination & Remuneration Committee before
placing its feedback before the Board.
CORPORATE GOVERNANCE REPORT
The Company continues to remain committed to high standards of corporate governance.
The report on corporate governance as per the requirement of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 forms part of this report is annexed as
Annexure-A. The Company has complied with all the requirements of corporate governance.
The certificate from the Auditors of the Company confirming compliance to the conditions
of the corporate governance requirements is also annexed.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of our knowledge and belief and according to the information and
explanations obtained by us, we hereby make the following statements in terms of Section
134(3) (c) and 134(5) of the Act:
• in the preparation of the Annual Accounts for the financial year ended March 31st,
2024, the applicable Accounting Standards had been followed along with proper explanation
relating to material departures, if any;
• such accounting policies as mentioned in Notes to the Annual Accounts have been
selected and applied consistently and judgment and estimates have been made that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company as at March 31st, 2024 and of the profit of the Company for the year
ended on that date;
• proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities has been taken;
• the Annual Accounts has been prepared on a going concern basis;
• internal financial control to be followed by the Company are in place and that
such internal financial controls are adequate and are operating effectively; and
• proper systems to ensure compliance with the provisions of all applicable laws
are in place and that such systems were adequate and operating effectively.
MEETINGS OF BOARD OF DIRECTORS
The Board met 4 (Four) times during the Financial Year 2023-24, viz., on 29thMay,
2023 , 14th August, 2023, 09th November, 2023 and 05th
February, 2024.
The intervening gap between the Meetings was within the period as prescribed under the
Companies Act, 2013. The details of the date and attendance at the Board meetings are as
under:
| Sl.No |
Date Board |
Strength |
No. of Directors Present |
| 1 |
29.05.2023 |
7 |
6 |
| 2 |
14.08.2023 |
7 |
7 |
| 3 |
09.11.2023 |
7 |
6 |
| 4 |
05.02.2024 |
7 |
7 |
ATTENDANCE OF DIRECTORS AT THE BOARD MEETINGS AND ANNUAL GENERAL MEETING (AGM) DURING
THE YEAR ENDED 31st MARCH, 2024
| Name of the directors |
No. of the Meetings |
Attendance of last |
|
Held |
Attended |
AGM held on 25.09.2023 |
| Dasho Wangchuk Dorji |
4 |
4 |
Yes |
| Mr. Rohan Ghosh |
4 |
4 |
Yes |
| Dasho Topyal Dorji |
4 |
3 |
Yes |
| Mr. Prem Sagar |
4 |
4 |
Yes |
| Mr. K. N. Malhotra |
4 |
4 |
Yes |
| Mr. Vinay Killa |
4 |
4 |
Yes |
| Ms. Sarada Hariharan |
4 |
3 |
Yes |
COMMITTEES OF THE BOARD
The Board of Directors have constituted the following 5 (Five) Committees
1. Audit Committee,
The power, role and broad terms of reference of the Audit Committee are as per the
provisions of Section 177 of the Companies Act, 2013 and Regulation 18 read with Part C of
Schedule II to the SEBI (Listing Obligations & Disclosure Requirements) Regulations,
2015, an inter alia, includes
1. Oversight of the Company's financial reporting process and the disclosure of its
financial information to ensure that the financial statement is correct, sufficient and
credible;
2. Recommendation for appointment, remuneration and terms of appointment of auditors of
the Company;
3. Approval of payment to statutory auditors for any other services rendered by the
statutory auditors;
4. Reviewing with the management, the annual financial statements and auditor>s
report thereon before submission to the Board for approval, with particular reference to:
a. Matters required to be included in the director's responsibility statement to be
included in the Board's report in terms of clause (c) of sub-section (3) of Section 134 of
the Companies Act, 2013;
b. Changes, if any, in accounting policies and practices and reasons for the same;
c. Major accounting entries involving estimates based on the exercise of judgment by
management;
d. Significant adjustments made in the financial statements arising out of audit
findings;
e. Compliance with listing and other legal requirements relating to financial
statements;
f. Disclosure of any related party transactions;
g. Modified opinion(s) in the draft audit report;
5. Reviewing, with the management, the quarterly financial statements before submission
to the Board for approval;
6. Reviewing, with the management, the statement of uses / application of funds raised
through an issue (public issue, rights issue, preferential issue, etc.), the statement of
funds utilized for purposes other than those stated in the offer document / prospectus /
notice and the report submitted by the monitoring agency monitoring the utilisation of
proceeds of a public or rights issue, and making appropriate recommendations to the Board
to take up steps in this matter;
7. Reviewing and monitoring the auditor's independence and performance, and
effectiventiess of audit process;
8. Approval or any subsequent modification of transactions of the listed entity with
related parties;
9. Scrutiny of inter-corporate loans and investments;
10. Valuation of undertakings or assets of the company, wherever it is necessary;
11. Evaluation of internal financial controls and risk management systems;
12. Reviewing, with the management, performance of statutory and internal auditors,
adequacy of the internal control systems;
13. Reviewing the adequacy of internal audit function, if any, including the structure
of the internal audit department, staffing and seniority of the official heading the
department, reporting structure coverage and frequency of internal audit;
14. Discussion with internal auditors of any significant findings and follow up there
on;
15. Reviewing the findings of any internal investigations by the internal auditors into
matters where there is suspected fraud or irregularity or a failure of internal control
systems of a material nature and reporting the matter to the Board;
16. Discussion with statutory auditors before the audit commences, about the nature and
scope of audit as well as post-audit discussion to ascertain any area of concern;
17. to look into the reasons for substantial defaults in the payment to the depositors,
debenture holders, shareholders (in case of non-payment of declared dividends) and
creditors;
18. To review the functioning of the whistle blower mechanism;
19. Approval of appointment of chief financial officer after assessing the
qualifications, experience and background, etc. of the candidate;
20. Consider and comment on rationale, cost-benefits and impact of schemes involving
merger, demerger, amalgamation etc., on the company and its shareholders
The Audit Committee shall mandatorily review:
1) Management discussion and analysis of financial condition and results of operations;
2) Management letters / letters of internal control weaknesses issued by the statutory
auditors;
3) Internal audit reports relating to internal control weaknesses;
4) The appointment, removal and terms of remuneration of the chief internal auditor
shall be subject to review by the audit committee.
5) Statement of deviations:
(a) Quarterly statement of deviati'on(s) including report of monitoring agency, if
applicable, submitted to stock exchange(s) in terms of Regulation 32(1).
(b) Annual statement of funds utilized for purposes other than those stated in the
offer document/prospectus/ notice in terms of Regulation 32(7)."
The composition of the Audit Committee of the Company as on 31st March, 2024
are given below:
| Name of Directors |
DIN |
Category |
Position |
| PREM SAGAR |
00040396 |
Non-Executive Independent Director |
Chairperson |
| KANWAL NAIN MALHOTRA |
00128479 |
Non-Executive Independent Director |
Member |
| VINAY KILLA |
00060906 |
Non-Executive Independent Director |
Member |
All members of the Audit Committee are financially literate. The Director, the Chief
Financial Officer and the Statutory Auditors are invitees to the Audit Committee Meetings.
During the year ended 31st March, 2024, the Audit Committee met 4 (Four)
fimes on 29.05.2023, 14.08.2023, 09.11.2023 and 05.02.2024, respectively. The maximum gap
between any two consecutive meetings was less than one hundred and twenty days.
The Annual Financial Statements for the financial year 2023-24 were reviewed by the
Audit Committee at its meeting held on 28.05.2024 and were recommended to the Board for
adoption.
The Unaudited Quarterly and Audited Annual Financial Results were reviewed, analyzed
and confirmed by the Committee before they were approved by the Board of Directors for
submission to the Stock Exchanges and publication in newspapers in compliance with
Regulation 47 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations,
2015.
The Members recorded full attendance at all the meetings of the Audit Committee held
during the financial year 2023-24 as under:
| Name of Directors |
Position |
Meetings held |
Meetings attended |
| PREM SAGAR |
Chairman |
4 |
4 |
| KANWAL NAIN MALHOTRA |
Member |
4 |
4 |
| VINAY KILLA |
Member |
4 |
4 |
2. Nomination and Remuneration Committee.
The power, role and broad terms of reference of the Nomination and Remuneration
Committee are as per the provisions of Section 178 of the Companies Act, 2013 and
Regulation 19 read with Part D of Schedule II to the SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015.
The terms of reference of the Committee, interalia, includes:
1) Formulation of the criteria for determining qualifications, positive attributes and
independence of a director and recommend to the board of directors a policy relating to,
the remuneration of the directors, key managerial personnel and other employees;
2) For every appointment of an Independent Director, the Nomination and Remuneration
Committee shall evaluate the balance of skills, knowledge and experience on the Board and
on the basis of such evaluation, prepare a description of the role and capabilities
required of an Independent Director. The person recommended to the Board for appointment
as an Independent Director shall have the capabilities identified in such description.
For the purpose of identifying suitable candidates, the Committee may:
a. Use the services of an external agencies, if required;
b. Consider candidates from a wide range of backgrounds, having due regard to
diversity; and
c. Consider the time commitments of the candidates
3) Formulation of criteria for evaluation of performance of Independent Directors and
the Board of Directors;
4) Devising a policy on diversity of Board of Directors;
5) Identifying persons who are qualified to become Directors and who may be appointed
in senior management in accordance with the criteria laid down, and recommend to the Board
of Directors their appointment and removal.
6) Whether to extend or continue the term of appointment of the Independent Director,
on the basis of the report of performance evaluation of Independent Directors.
7) Recommend to the Board, all remuneration, in whatever form, payable to senior
management."
The composition of the Nomination and Remuneration Committee of the Company as on 31st
March 2024 are given below:
| Name of Directors |
DIN |
Category |
Position |
| PREM SAGAR |
00040396 |
Non-Executive Independent Director |
Chairperson |
| KANWAL NAIN MALHOTRA |
00128479 |
Non-Executive Independent Director |
Member |
| DASHO TOPGYAL DORJI |
00296793 |
Non-Executive Non-Independent Director |
Member |
| VINAY KILLA |
00060906 |
Non-Executive Independent Director |
Member |
During the financial year 2023-24, the Committee met Two (2) times on 29.05.2023 and
05.02.2023, All the Members attended the meeting as under:
| Name of Directors |
Position |
Meetings held |
Meetings attended |
| PREM SAGAR |
Chairman |
2 |
2 |
| KANWAL NAIN MALHOTRA |
Member |
2 |
2 |
| DASHO TOPGYAL DORJI |
Member |
2 |
0 |
| VINAY KILLA |
Member |
2 |
2 |
Criteria for performance evaluation of Independent Director
The Nomination and Remuneration Committee has laid down the criteria for performance
evaluation of the Executive and Non-Executive Directors including that of the Board as a
whole. The Committee, at its Meeting held on 29.05.2023, has reviewed the performance of
the Directors and the Board for the year under review. The evaluation was done primarily
through a questionnaire duly completed by all Directors providing specific rating for
other Directors and also of the Board as a whole.
3. Stake Holders Relation Committee,
The Board of Directors of the Company has constituted a Stakeholders Relationship
Committee in accordance with the provisions of Section 178 of the Companies Act, 2013 and
Regulation 20 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations,
2015. The power, role and broad terms of reference of the Stakeholders Relationship
Committee are as per the provisions of the said Section 178 of the Companies Act, 2013 and
Regulation 20 read with Part D of Schedule II to SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015.
The terms of reference of the Committee inter-alia, includes:
1) Resolving the grievances of the security holders of the listed entity including
complaints related to transfer/ transmission of shares, non-receipt of annual report,
non-receipt of declared dividends, issue of new/duplicate certificates, general meetings
etc.
2) Review of measures taken for effective exercise of voting rights by shareholders.
3) Review of adherence to the service standards adopted by the listed entity in respect
of various services being rendered by the Registrar & Share Transfer Agent.
4) Review of the various measures and initiatives taken by the listed entity for
reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend
warrants/annual reports/statutory notices by the shareholders of the company"
The composition of the Stakeholders Relationship Committee of the Company as on 31st
March, 2024 are given below:
| Name of Directors |
DIN |
Category |
Position |
| PREM SAGAR |
00040396 |
Non-Executive Independent Director |
Chairperson |
| KANWAL NAIN MALHOTRA |
00128479 |
Non-Executive Independent Director |
Member |
| VINAY KILLA |
00060906 |
Non-Executive Independent Director |
Member |
During the year ended 31st March, 2024, the Stakeholders Relationship
Committee met 4 (Four) times on 29.05.2023, 14.08.2023, 09.11.2023 and 05.02.2024,
respectively. The maximum gap between any two consecutive meetings was less than one
hundred and twenty days.
| Name of Directors |
Position |
Meetings held |
Meetings attended |
| PREM SAGAR |
Chairman |
4 |
4 |
| KANWAL NAIN MALHOTRA |
Member |
4 |
4 |
| VINAY KILLA |
Member |
4 |
4 |
4. Independent Director Committee,
The Composition of the Independent Director Committee of the Company as on 31st
March 2024 are given below:
| Name of Directors |
DIN |
Category |
Position |
| PREM SAGAR |
00040396 |
Non-Executive Independent Director |
Chairperson |
| KANWAL NAIN MALHOTRA |
00128479 |
Non-Executive Independent Director |
Member |
| VINAY KILLA |
00060906 |
Non-Executive Independent Director |
Member |
| SARADA HARIHARAN |
06914753 |
Non-Executive Independent Director |
Member |
During the year ended 31st March, 2024, the Independent Director Committee
met 1 (One) time on 29.05.2023.
| Name of Directors |
Position |
Meetings held |
Meetings attended |
| PREM SAGAR |
Chairman |
1 |
1 |
| KANWAL NAIN MALHOTRA |
Member |
1 |
1 |
| VINAY KILLA |
Member |
1 |
1 |
| SARADA HARIHARAN |
Member |
1 |
1 |
5. CSR, Committee,
The composition of the Nomination and Remuneration Committee of the Company as on 31st
March, 2024 are given below:
| Name of Directors |
DIN |
Category |
Position |
| VINAY KILLA |
00060906 |
Non-Executive Independent Director |
Chairperson |
| KANWAL NAIN MALHOTRA |
00128479 |
Non-Executive Independent Director |
Member |
| ROHAN GHOSH |
00032965 |
Managing Director |
Member |
During the year ended 31st March, 2024, the CSR Committee met 2(Two) times
on 05.02.2024 & 18.03.2024.
| Name of Directors |
Position |
Meetings held |
Meetings attended |
| VINAY KILLA |
Chairman |
2 |
2 |
| KANWAL NAIN MALHOTRA |
Member |
2 |
2 |
| ROHAN GHOSH |
Member |
2 |
2 |
NOMINATION AND 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 salient features of the said policy, is annexed herewith as "Annexure
B" the complete Policy can be viewed at the official website of the Company at
www.taiind.com
REMUNERATION OF DIRECTORS FOR THE FINANCIAL YEAR ENDED 31st MARCH, 2024
Rs in Lakh
| Name of directors |
Position |
Salary (including special pay incentive) |
Perquisites (Computed under Income Tax Act 1961) |
Contribution to provident and other fund |
Siffing Fee |
|
|
|
|
|
|
Board |
Committee |
| Dasho Wangchuk Dorji |
Chairman & Wholetime Director |
24.51 |
- |
2.94 |
Nil |
Nil |
| Mr Rohan Ghosh |
Managing Director |
22.74 |
- |
4.18 |
Nil |
Nil |
| Dasho Topgyal Dorji |
Director |
- |
- |
- |
- |
0.30 |
| Mr Prem Sagar |
Independent Director |
- |
- |
- |
0.40 |
0.40 |
| Mr Vinay Killa |
Independent Director |
- |
- |
- |
0.40 |
0.40 |
| Mr Kanwal Nain Malhotr; |
Independent Director |
- |
- |
-. |
0.40 |
0.40 |
| Ms Sarada Hariharan |
Independent Director |
- |
- |
- |
0.30 |
Nil |
REMUNERATION PAID TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD FOR THE
FINANCIAL YEAR ENDED 31st MARCH, 2024
Rs in Lakh
| Name of KMP |
Position |
Salary (including special pay incentive) |
Perquisites (Computed under Income Tax Act 1961) |
Contribution to provident and other fund |
| Ms. Mou Mukherjee |
CFO |
20.84 |
- |
1.84 |
| Ms. Priyanka Mukherjee (resigned w.e.f 09.11.23) |
Company Secretary |
2.22 |
- |
|
| Ms. Snigdha Khetan (appointed w.e.f 05.02.24) |
Company Secretary |
0.93 |
- |
- |
In terms of Regulation 6 and Schedule V of the Listing Regulations, the Board has
appointed Ms. Priyanka Mukherjee, Company Secretary of the Company as the Compliance
Officer.
The Compliance Officer can be contacted at
T: +919051077004 Email: cs@taiind.com Website:www.taiind.com
DETAILS OF COMPLAINTS RECEIVED AND RESOLVED DURING THE YEAR ENDED 31st
MARCH, 2024.
During the period under report no complaints were received by the Company.
GENERAL BODY MEETINGS
Location and time of last three Annual General Meetings (AGMs).
| Nature of the General Meetings held in the last three years |
Date |
Venue |
If Special Resolution(s) passed |
| Annual General Meeting |
23rd August, 2021 at 3.00 PM |
Video conferencing/ other Audio Visual Means (VC/OAVM) |
1.No Special Resolution was passed . |
| Annual General Meeting |
26th September, 2022 at 3.30 PM |
Video conferencing/ other Audio Visual Means (VC/OAVM) |
1. Re-appointment of Mr. Rohan Ghosh as Managing Director. 2. Re-appointment of Mr.
Wangchuk Dorji as Whole-time Director. |
| Annual General Meeting |
25th September, 2023 at 3.30 PM |
Video conferencing/ other Audio Visual Means (VC/OAVM) |
1.No Special Resolution was passed . |
During FY 2023-24, no Extra-Ordinary General Meeting was held and no resolution was
passed through postal ballot. None of the business proposed to be transacted at the
ensuing AGM requires passing of a Special Resolution by way of Postal Ballot.
As per the provisions of the Act and the Listing Regulations, at the AGM held in 2023
the shareholders were given option to vote on all resolutions through electronic means.
CORPORATE SOCIAL RESPONSIBILITY
The Company recognizes the value of being a socially responsible corporate and strongly
believes in giving back to the society. The objective of the Company's Corporate Social
Responsibility (CSR) is to improve the quality of life of communities through long-term
value creation. In this regard the Company has formulated a Corporate Social
Responsibility Policy which can be accessed at www.taiind.com
The Company has constituted a CSR Committee, in terms of provisions of Section 135 of
the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, inter
alia to give directions and assistance to the Board for leading the CSR initiatives of the
Company. The Committee formulates and reviews the Annual Action Plan and also monitors the
progress of the CSR activities. The details of the Committee including term of reference
have been disclosed in the Corporate Governance Report.
During the year, the Company has undertaken several CSR activities in accordance with
the Annual Action Plan laid down by the Board and has spent 4.25 lakhs towards CSR
activities.
Since there was no unspent amount, the Company was not required to transfer any amount
to the fund or separate bank account during the year, in accordance with the Companies
(Corporate Social Responsibility Policy) Rules, 2014.
The brief outline of the CSR Policy of the Company and the initiatives undertaken by
the Company during the financial year ended March 31, 2024, in accordance with Section 135
of the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out
in "Annexure-C" to this report.
INTERNAL FINANCIAL CONTROL
Your Company has an adequate internal audit system, carried out by external firms of
Chartered Accountants, which is commensurate with the size, scale and complexity of its
operations. The Internal Auditors submit their Reports upon completion of limited
review/audit for consideration by the Directors.
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.
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 D."
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
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 were no
materially significant related party transactions made by the Company with Promoters,
Directors, Key Managerial Personnel or other designated persons which may have a potential
conflict with the interests of the Company. All Related Party Transactions were placed
before the Audit Committee and also the Board, for approval. Prior omnibus approval of the
Audit Committee has been obtained on a quarterly basis for the transactions which were 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 E":
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The loan and guarantee given by the Company are within the limits prescribed under
Section 186 of the Act. Further, the details of the said loan given, guarantee given and
investment made are provided in the Notes to the Financial Statements of the Company.
The related party disclosures with respect to loans/ advances at the end of the
Financial Year under review and maximum outstanding amount thereof during the year, as
required under Part A of Schedule V to the Listing Regulations, have been provided in the
Notes to the Financial Statements of the Company.
PARTICULARS OF EMPLOYEES
The disclosures relating to remuneration and other details as required under Section
197(12) of the Act read with Rule 5(1) 5(2) & 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is attached as
"Annexure-"F" to this report.
AUDITORS & AUDIT REPORTS
Statutory Auditors and Auditor's Report
M/s. KAMG & Associates, Chartered Accountants (Firm Reg. No. 311027E), were
appointed Statutory Auditors of the Company in terms of Section 139 of the Companies Act,
2013 read with the Companies (Audit and Auditors) Rules, 2014, to hold office from the
conclusion of the 38th Annual General Meeting upto the conclusion of the 43rd
Annual General Meeting.
Internal Auditors
In accordance with the provisions of Section 138 of the Act read with the Companies
(Accounts) Rules, 2014, M/s. R. K. Chandak & Co Chartered Accountants, conducted the
Internal Audit of the Company for the Financial Year 2023-24. The Audit Committee
considers and reviews the Internal Audit Report submitted by the Internal Auditor on a
quarterly basis.
SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Act, read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. T. Chatterjee
& Associates, Practicing Company Secretary Firm, was re-appointed as the Secretarial
Auditor of the Company for the Financial Year 2023-24.
The Secretarial Audit Report in Form MR-3 including the Corporate Governance Report
issued by the Secretarial Auditor for the Financial Year 2023-24, is annexed hereto and
marked as "Annexure G". The Secretarial Audit Report does not contain any
qualification, reservation, adverse remark or disclaimer.
Cost Audit and Cost Records
The provisions of Section 148 of the Companies Act, 2013, with respect to maintenance
of Cost records and Cost Audit are not applicable on the Company.
REPORTING OF FRAUDS BY AUDITORS
During the year under review, the auditor has reported not any instances of fraud
committed against the Company as required to be reported under Section 143 (12) of the
Act.
DEPOSITS
During the year under review, the Company has not accepted any deposits from the public
within the meaning of Section 73 of the Act read with the Companies (Acceptance of
Deposits) Rules, 2014. As on March 31, 2024, there were no deposits lying unpaid or
unclaimed.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a Management Discussion and Analysis Report is annexed
hereto as "Annexure H".
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Business Responsibility and sustainability report is not applicable to the Company.
COMPLIANCE WITH SECRETARIAL STANDARDS
During the Financial Year 2023-24, the Company has complied with the applicable
Secretarial Standards i.e. SS-1 and SS-2, as issued by the Institute of Company
Secretaries of India (ICSI).
HUMAN RESOURCES AND INDUSTRIAL RELATIONS
Employees are the most valuable and indispensable asset for a Company. A Company's
success depends on the ability to attract, develop and retain best talent at every level.
The Company has always been proactive in providing growth, learning platforms, safe
workplace and personal development opportunities to its workforce. Company strive's to
maintain a skilled and dedicated workforce, representing diverse experiences and
viewpoints. The Human Resource department of the Company are rooted in ensuring a fair and
reasonable process for all-round development and upliftment of talent through its
persistent effort.
DEMATERIALISATION OF SECURITIES
The shares of the Company are compulsorily traded in dematerialised form for all
shareholders. 70.45% of the total number of shares and dematerialised as on 31st
March, 2024. Intimations have been sent to all shareholders holding shares in physical
mode informing them that as per revised Regulation 40 of SEBI(LODR) Regulations 2015,
shares will be transferred only in dematerialised mode effective from 1st
April, 2019 and the shareholders have been requested to dematerialise their existing
shares in physical form.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
Your company is committed to providing a safe and secure working environment to its
women employees and has in place the required Internal Committee as envisaged in the
Sexual Harassment of Women at Workplace(Prevention, Prohibition and Redressal) Act, 2013.
There were no cases of sexual harassment reported during the year under review
GENERAL DISCLOSURES
Your Directors state that:
i) The Company does not have any Employee Stock Option Plan.
ii) Neither the Managing Director nor the Whole time Director of the company receive
any remuneration or commission from any of its subsidiaries.
iiI) No proceedings are pending against the Company under the Insolvency and Bankruptcy
Code, 2016.
iv) The Company serviced all the debts & financial commitments as and when they
became due and no settlements were entered into with the bankers.
ACKNOWLEDGEMENT
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 of your Company.
|
For and on behalf of the Board |
|
|
VINAY KILLA |
ROHAN GHOSH |
| Place : Kolkata |
(DIN : 00060906) |
(DIN : 00032965) |
| Date : 28th May, 2024 |
Independent Director |
Managing Director |
