TO THE MEMBERS
Your Directors have pleasure in presenting their 40th Annual
Report on the business of your Company for the year ended 31st March, 2023.
HIGHLIGHTS OF PERFORMANCE
Below is a summary of the Company's financial performance during the
current year, compared to the previous financial year:
|
Rupees in Lakhs |
Rupees in Lakhs |
Particulars |
Year ended 31st March, 2023 |
Year ended 31st March, 2022 |
Turnover |
25,435.97 |
30,082.43 |
Profit/(Loss) before Interest,
Depreciation & Taxation (PBIDT) |
657.69 |
614.62 |
Interest |
0.99 |
0.29 |
Profit/(Loss) before
Depreciation & Taxation (PBDT) |
656.70 |
614.33 |
Depreciation |
24.77 |
27.07 |
Profit/(Loss) Before Tax and
Extraordinary items (PBTE) |
631.93 |
587.26 |
Extraordinary items |
0.00 |
0.00 |
Profit/(Loss) Before Tax (PBT) |
631.93 |
587.26 |
Provision for Taxation /
(Deferred Tax) |
(170.49) |
(174.92) |
Profit/(Loss) After Tax (PAT)
(A) |
461.44 |
412.35 |
Other Comprehensive Income |
(51.18) |
72.39 |
Total Comprehensive Income |
410.27 |
484.74 |
SHARE CAPITAL
The Paid -up- Share Capital of the Company, comprising Equity Shares,
is Rs.6 Crores as on 31st March, 2023. 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,
2023, 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 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
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, 2023. 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 2022-23.
STATE OF COMPANY AFFAIRS AND FUTURE OUTLOOK STATE OF COMPANY'S AFFAIRS
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 |
1,210.10 |
24,225.87 |
25,435.97 |
Previous Year |
969.78 |
29,112.65 |
30,082.43 |
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.
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,
2023, 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.
TRANSFER OF UNPAID/ UNCLAIMED DIVIDEND AND EQUITY SHARES TO THE IEPF
AUTHORITY
Pursuant to the provisions of Sections 124 and 125 of the Companies
Act, 2013 dividends for the Financial Year ended 31st March, 2023 and equity
shares on which such dividend remain unpaid/unclaimed for a period of 7 years will be
transferred to the 'Investor Education and Protection Fund'("IEPF") constituted
by the Central Government. Members, who have not encashed their dividend warrant(s) for
the Financial Year ended 31st March, 2016 or any subsequent financial year(s) are urged to
claim such amount from the Share Department of the Company/Registrar and Share Transfer
Agent.
The last dates of claims for the following dividends are as follows:
Dividend for the financial
year ended |
Date of declaration of
Dividend |
Last date for claiming
unpaid dividend |
31st March, 2016 |
26th September, 2016 |
1st November, 2023 |
The shares in respect of such unclaimed dividends are also liable to be
transferred to the demat account of the IEPF Authority. In view of this, Members are
requested to claim their dividends from the Company, within the stipulated timeline.
The Members, whose unclaimed dividends/shares have been transferred to
IEPF, may claim the same by making an online application to the IEPF Authority in web Form
No. I EPF-5, available on www.iepf.gov.in.
DIRECTORS AND KEY MANAGERIAL PERSONNEL Composition
As of March 31st, 2023, 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, one Non-Executive Director and two
Executive Directors. 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
There were no changes in Board or KMP Composition
The following functioned as Key Managerial Personnel during the year:
Rohan Ghosh |
Managing Director |
Mou Mukherjee |
Chief Financial Officer |
Priyanka Mukherjee |
Company Secretary |
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. Rohan Ghosh (DIN 00032965), Managing Director will retire
by rotation at the ensuing Annual General Meeting and being eligible has offered himself
for re-appointment.
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/ Whole time 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/ Wholesome 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.
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)? and 134(5) of the Act:
in the preparation of the Annual Accounts for the financial year
ended March 31st, 2023, 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, 2023 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 2022-23, viz.,
on May 25th, 2022, August 03rd, 2022, November 09th, 2022
and February 07st, 2023.
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 25.05.2022 |
7 |
7 |
2 03.08.2022 |
7 |
7 |
3 09.11.2022 |
7 |
7 |
4 07.02.2023 |
7 |
7 |
ATTENDANCE OF DIRECTORS AT THE BOARD MEETINGS AND ANNUAL GENERAL
MEETING (AGM) DURING THE YEAR ENDED 31st MARCH, 2023
Name of the
directors |
No. of the
Meetings |
Attendance of last |
Held |
Attended |
AGM held on 26.09.2022 |
Dasho Wangchuk Dorji |
4 |
4 |
Yes |
Mr. Rohan Ghosh |
4 |
4 |
Yes |
Dasho Topyal Dorji |
4 |
4 |
Yes |
Mr. Prem Sagar |
4 |
4 |
Yes |
Mr. K. N. Malhotra |
4 |
4 |
Yes |
Mr. Vinay Killa |
4 |
4 |
Yes |
Ms. Sarada Hariharan |
4 |
4 |
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 effectiveness 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 mandatory 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, 2023 are given below:
Name of Directors |
Category |
Position |
PREM SAGAR |
Non-Executive Independent
Director - |
Chairperson |
KANWAL NAIN MALHOTRA |
Non-Executive Independent
Director |
Member |
VINAY KILLA |
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, 2023, the Audit Committee
met 4 (Four) times on 25.05.2022, 03.08.2022, 09.11.2022 and 07.02.2023, 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 2022-23 were
reviewed by the Audit Committee at its meeting held on 29.05.2023 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 2022-23 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 |
3 |
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 2023 are given below:
Name of Directors |
Category |
Position |
PREM SAGAR |
Non-Executive Independent
Director - |
Chairperson |
KANWAL NAIN MALHOTRA |
Non-Executive Independent
Director |
Member |
DASHO TOPGYAL DORJI |
Non-Executive Director |
Member |
VINAY KILLA |
Non-Executive Independent
Director |
Member |
During the financial year 2022-23, the Committee met One (1) time on
25.05.2022. All the Members attended the meeting as under:
Name of Directors |
Position |
Meetings held |
Meetings attended |
PREM SAGAR |
Chairman |
1 |
1 |
KANWAL NAIN MALHOTRA |
Member |
1 |
1 |
DASHO TOPGYAL DORJI |
Member |
1 |
1 |
VINAY KILLA |
Member |
1 |
1 |
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, 2023 are given below:
Name of Directors |
Category |
Position |
PREM SAGAR |
Non-Executive - Independent
Director |
Chairperson |
KANWAL NAIN MALHOTRA |
Non-Executive - Independent
Director |
Member |
VINAY KILLA |
Non-Executive - Independent
Director |
Member |
During the year ended 31st
March, 2023, the Stakeholders Relationship Committee met 4 (Four) times on 25.05.2022,
03.08.2022, 09.11.2022 and 07.02.2023, 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 |
3 |
4. Independent Director
Committee,
The composition of the Independent Director Committee of
the Company as on 31st March 2023 are given below: |
Name of Directors |
Category |
Position |
PREM SAGAR |
Non-Executive - Independent
Director |
Chairperson |
KANWAL NAIN MALHOTRA |
Non-Executive - Independent
Director |
Member |
VINAY KILLA |
Non-Executive - Independent |
Member |
SARADA HARIHARAN |
Non-Executive - Independent
Director |
Member |
During the year ended 31st March 2023, the Independent Director
Committee met 1 (One) time on 25.05.2022.
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 CSR Committee of the Company as on 31st,
March 2023 are given below: |
Name of Directors |
Category |
Position |
VINAY KILLA |
Non-Executive
Independent
Director |
- |
Chairperson |
KANWAL NAIN MALHOTRA |
Non-Executive
Independent
Director |
|
Member |
ROHAN GHOSH |
Managing Director |
Member |
During the year ended 31st
March, 2023, the CSR Committee met 2(Two) times on 7.02.2023 & 20.03.2023 |
Name of Directors |
Position |
Meetings held |
Meetings attended |
VINAY KILLA |
Chairman |
2 |
|
2 |
KANWAL NAIN MALHOTRA |
Member |
2 |
|
1 |
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
A" 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, 2023
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 |
Sniffing Fee |
Board |
Committee |
Mr Rohan Ghosh |
Managing Director |
23.13 |
1.73 |
2.45 |
|
|
Dasho Wangchuk Dorji |
Chairman & Wholetime
Director |
23.92 |
- |
1.73 |
|
|
Dasho Topgyal Dorji |
Director |
- |
- |
- |
0.40 |
- |
Mr Prem Sagar |
Independent Director |
- |
- |
- |
0.40 |
0.40 |
Mr Vinay Killa |
Independent Director |
- |
- |
- |
0.40 |
0.30 |
Mr Kanwal Nain Malhotra |
Independent Director |
- |
- |
-. |
0.40 |
0.40 |
Ms Sarada Hariharan |
Independent Director |
- |
- |
- |
0.40 |
- |
REMUNERATION PAID TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD
FOR THE
FINANCIAL YEAR ENDED 31st MARCH, 2023
' 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 |
20.93 |
- |
1.78 |
Ms. Priyanka Mukherjee |
Company Secretary |
3.33 |
- |
0.31 |
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: +918335954701
Email: priyanka.mukherjee@taiind.com Website:www.taiind.com
DETAILS OF COMPLAINTS RECEIVED AND RESOLVED DURING THE YEAR ENDED 31st
MARCH, 2023
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 |
11th September,
2020 at 3.00 PM |
Video conferencing/ other
Audio Visual Means (VC/OAVM) |
1.No Special Resolution was
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. |
During FY 2022-23, 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 2022 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 3.50 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, 2023, in accordance
with Section 135 of the Act and Companies (Corporate Social Responsibility Policy) Rules,
2014 is set out in "Annexure-B" 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
C."
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 D":
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-"E" 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 43 d 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 2022-23. 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 2022-23.
The Secretarial Audit Report in Form MR-3, for the Financial Year
2022-23, is annexed hereto and marked as "Annexure F".
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, 2023, 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 G".
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Business Responsibility and sustainability report is not applicable to
the Company.
COMPLIANCE WITH SECRETARIAL STANDARDS
During the Financial Year 2022-23, 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, 2023. 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) No proceedings are pending against the Company under the Insolvency
and Bankruptcy Code, 2016.
iii) 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
Place : Kolkata
Date : 29th May, 2023
VINAY KILLA
(DIN : 00060906) Independent Director
ROHAN GHOSH
(DIN : 00032965) Managing Director
SALIENT FEATURES OF THE POLICY RELATING TO REMUNERATION OF DIRECTORS,
KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES
The Nomination and Remuneration Committee constituted by the Board of
Directors of the Company adopted the Policy Relating to Remuneration of Directors, Key
Managerial Personnel and Other Employees, on 5th February, 2015, formulated in
compliance with Section 178 of the Companies Act, 2013 read along with the applicable
Rules thereto and Clause 49 of the erstwhile Listing Agreement.
IMPORTANT DEFINITIONS
"The Committee" shall mean the Nomination and Remuneration
Committee
"Independent Director" shall mean a director referred to in
Section 149 (6) of the Companies Act, 2013.
"Key Managerial Personnel" (KMP) shall mean (i) the Managing
Director, (ii) Company Secretary, (iii) Whole-time Director( in the absence of a Managing
Director), (iv) Chief Financial Officer and (v) Such other officer as may be prescribed.
"Remuneration" shall mean any money or its equivalent given
or passed to any person for services rendered by him and includes perquisites as defined
under the Income-tax Act, 1961.
"Senior Management" shall mean personnel of the Company who
are members of its core management team excluding Board of Directors. This would include
all members of management one level below the executive directors, including all the
functional heads.
GUIDING PRINCIPLES
The Policy ensures that the level and composition of remuneration is
reasonable and sufficient to attract, retain and motivate Directors of the quality
required to run the Company successfully. Relationship of remuneration to performance is
clear and meets appropriate performance benchmarks.
APPOINTMENT AND REMOVAL OF DIRECTORS, KMPS AND SENIOR MANAGEMENT
Appointment criteria and qualifications:
1. The appointment, tenure and remuneration of Directors and KMPs shall
be governed by the provisions of the Companies Act, 2013 and the Rules thereto (including
any statutory modifications and re enactments thereof for the time being in force).
2. The Committee shall identify and ascertain the integrity,
qualification, expertise and experience of the person for appointment as Director, KMP or
at Senior Management level and recommend to the Board his / her appointment.
3. The Committee has discretion to decide whether qualification,
expertise and experience possessed by a person are sufficient / satisfactory for the
concerned position.
Evaluation of Performance:
The Committee shall carry out annually evaluation of performance of
every Director, KMP and Senior Management.
Removal:
Due to reasons of any disqualification mentioned in the Companies Act,
2013, Rules made thereunder or under any other applicable Act, Rules and Regulations, the
Committee may recommend, to the Board with reasons recorded in writing, removal of a
Director, KMP or Senior Management subject to the provisions and compliance of the said
Act, Rules and Regulations.
Retirement:
The Directors, KMPs and Senior Management shall retire as per the
applicable provisions of the Companies Act, 2013 and the prevailing policy of the Company.
The Board will have the discretion to retain the Director, KMP, Senior Management in the
same position / remuneration or otherwise even after attaining the retirement age, for the
benefit of the Company.
PROVISIONS RELATING TO REMUNERATION OF MANAGERIAL PERSON, KMP AND
SENIOR MANAGEMENT
General:
1. The remuneration / compensation / commission etc. to Managerial
Person, KMP and Senior Management Personnel will be determined by the Committee and
recommended to the Board for approval. The remuneration / compensation / commission etc.
shall be subject to the prior/post approval of the shareholders of the Company and Central
Government, wherever required.
2. The remuneration and commission to be paid to Managerial Person
shall be as per the statutory provisions of the Companies Act, 2013, and the Rules made
thereunder, for the time being in force.
3. Increments to the existing remuneration / compensation structure may
be recommended by the Committee to the Board which should be within the slabs approved by
the Shareholders in the case of Managerial Persons. Increments will be effective from the
date of reappointment in respect of Managerial Person and 1st April in respect of other
employees of the Company.
4. Where any insurance is taken by the Company on behalf of its
Managerial Person, KMP and any other employees for indemnifying them against any
liability, the premium paid on such insurance shall generally not be treated as part of
the remuneration payable to any such personnel.
Remuneration to Managerial Person, KMP and Senior Management:
1. Fixed pay:
Managerial Person, KMP and Senior Management shall be eligible for a
monthly remuneration as may be approved by the Board on the recommendation of the
Committee and in accordance with the statutory provisions of the Companies Act, 2013, and
the Rules made thereunder for the time being in force.
2. Minimum Remuneration:
If, in any financial year, the Company has no profits or its profits
are inadequate, the Company shall pay remuneration to its Managerial Person in accordance
with the provisions of Schedule V of the Companies Act, 2013.
Remuneration to Non-Executive / Independent Directors:
1. Remuneration:
The remuneration shall be in accordance with the statutory provisions
of the Companies Act, 2013, and the Rules made there under for the time being in force.
2. Sifting Fees:
The Non- Executive / Independent Directors may receive remuneration by
way of fees for attending meetings of Board or Committee thereof, not exceeding the
maximum amount as provided in the Companies Act, 2013.
3. Limit of Remuneration:
Remuneration may be paid within the monetary limit approved by
shareholders, subject to the limit not exceeding 1% of the net profits of the Company
computed as per the applicable provisions of the Companies Act, 2013.
4. Stock Options:
An Independent Director shall not be entitled to any stock option of
the Company.
DEVIATIONS FROM THIS POLICY
Deviations on elements of this policy in extraordinary circumstances,
when deemed necessary in the interests of the Company, will be made if there are specific
reasons to do so in individual cases.
The full text of the Policy Relating to Remuneration of Directors, Key
Managerial Personnel and Other Employees is available on the website of the Company at
www.taiind.com.
THE ANNUAL REPORT ON CSR ACTIVITIES FOR THE FINANCIAL YEAR 2022-23
1. A brief outline of the Company's Corporate Social Responsibility
(CSR) policy, including overview of projects or programs proposed to be undertaken and a
reference to the web-link to the CSR policy and projects or programs:
2. The Board of Directors in accordance with Section 135 of the
Companies Act, 2013 (the Act) read with Companies (Corporate Social Responsibility Policy)
Rules, 2014 adopted the Corporate Social Responsibility (CSR) Policy. The CSR policy lays
down thrust areas for CSR activities, which include but not limited to projects benefiting
the communities in and around the Company composition of CSR Committee:
.. Designation / Nature
Name of Directors of Directorship |
Number of meetings of CSR
Committee held during the year |
Number of meetings of CSR
Committee attended during the year |
Mr. VINAY KILLA "j
& .
Independent Director |
2 |
2 |
Member &
Mr. ROHAN GHOSH
Managing Director |
2 |
2 |
Member &
Mr. KANWAL NAIN MALHOTRA
Independent Director |
2 |
1 |
3. Web-link where composition of CSR committee, CSR Policy and CSR
projects approved by the Board are disclosed on the website of the company. :
https//www.taiind.com
4. Provide the executive summary along with web-link(s) of Impact
Assessment of CSR Projects carried out in pursuance of sub-rule (3) of rule 8, if
applicable: N.A.
5. (a) Average net profit of the company as per section 135(5):
Rs.156.05 Lakh
(b) Two percent of average net profit of the company as per section
135(5): Rs. 3.12 Lakh
(c) Surplus arising out of the CSR projects or programmes or activities
of the previous financial years: N.A.
(d) Amount required to be set off for the financial year, if any: Nil
(e) Total CSR obligation for the financial year (5b+5c-5d): Rs.3.12
Lakh
6. (a) Amount spent on CSR Projects other than Ongoing Project): Rs
3.50 Lakh
(b) Amount spent in Administrative Overheads: Nil
(c) Amount spent on Impact Assessment, if applicable: N.A.
(d) Total amount spent for the Financial Year [(a)+(b)+(c)]: Rs 3.50
Lakh
Total amount Spent
for the Financial Year 2022-23 (Rs. Lakh) |
Amount Unspent
(Rs. Lakh) |
Total Amount
transferred to Unspent CSR Account as per section 135(6). |
Amount
transferred to any fund specified under Schedule VII as per second proviso to section
135(5). |
Amount |
Data Transfer |
Name of Fund |
Amount |
Data Transfer |
3.50 |
Nil |
Nil |
Nil |
Nil |
Nil |
(e) CSR amount spent or unspent for the financial year: Rs. 3.50 Lakh
(f ) Excess amount for set off, if any: 0.38 Lakh
7. Details of Unspent CSR amount for the preceding three financial
years: N.A.
8. Whether any capital assets have been created or acquired through
Corporate Social Responsibility amount spent in the Financial Year:
I I Yes I VI'nq
If yes, enter the number of Capital assets created/ acquired: N.A.
Furnish the details relating to such asset(s) so created or acquired
through Corporate Social Responsibility amount spent in the Financial Year: N.A.
9. Specify the reason(s), if the company has failed to spend two per
cent of the average net profit as per section 135(5):
N.A.
Place : Kolkata Date : 29th May, 2023
For and on behalf of the Board
VINAY KILLA
(DIN:00060906) Independent Director
ROHAN GHOSH
(DIN: 00032965) Managing Director
WHISTLE BLOWER POLICY / VIGIL MECHANISM POLICY.
1 BACKGROUND
Section 177 of the Companies Act, 2013, which has come into effect from
1st April, 2014, mandates that, every listed company is required to establish a
vigil mechanism for the directors and employees, to report genuine concerns in such manner
as may be prescribed. Such a vigil mechanism shall also provide for adequate safeguards
against victimization of persons who use such mechanism and make provision for direct
access to the chairperson of the Audit Committee, in appropriate or exceptional cases.
The amended Clause 49 of the Listing Agreement, which shall come into
effect from 1st October, 2014, also provides for mandatory establishment of
vigil mechanism for directors and employees to report concerns about unethical behaviour,
actual or suspected fraud or violation. The mechanism is also required to provide for
adequate safeguards against victimisation of the directors/employees using the mechanism.
(Clause 49, Sub -clause II (F))
Under these circumstances, Tai Industries Limited, being a Company
listed with BSE and CSE, proposes to establish a Vigil Mechanism/ Whistle Blower mechanism
and to formulate a policy for the same.
2. POLICY OBJECTIVES.
A Vigil mechanism shall provide a channel to the employees to report to
the management concerns about unethical behaviour, actual or suspected fraud or violation
of the Code of Conduct or Service Rules of the Company. The mechanism shall also provide
for adequate safeguards against victimization of employees who avail of the mechanism and
also provide for direct access to the Chairman of the Audit Committee in exceptional
cases.
This neither releases employees from their duty of confidentiality in
the course of their work nor can it be used as a route for raising malicious or unfounded
allegations against people in authority and / or colleagues in general.
3. SCOPE OF THE POLICY.
This Policy covers malpractices and events which have taken place /
suspected to have taken place, misuse or abuse of authority, fraud or suspected fraud,
violation of Company's rules, manipulations, negligence causing danger to public health
and safety, misappropriation of monies, and other matters or activity on account of which
the interest of the Company is affected and formally reported by whistle blowers.
4. ELIGIBILITY
All Employees and directors of the Company are eligible to make
Protected Disclosures under the Policy. The Protected Disclosures may be in relation to
matters concerning the Company.
5. DISQUALIFICATIONS
a. While it will be ensured that genuine Whistleblowers are accorded
complete protection from any kind of unfair treatment as herein set out, any abuse of this
protection will warrant disciplinary action.
b. Protection under this Policy would not mean protection from
disciplinary action arising out of false or bogus allegations made by a Whistleblower
knowing it to be false or bogus or with a mala fide intention.
c. Whistleblowers, who make three or more Protected Disclosures, which
have been subsequently found to be mala fide, frivolous, baseless, malicious, or reported
otherwise than in good faith, will be disqualified from reporting further Protected
Disclosures under this Policy. In respect of such Whistleblowers, the Company/Audit
Committee would reserve its right to take/recommend appropriate disciplinary action.
6. DEFINITIONS.
"Alleged wrongful conduct" shall mean violation of law,
infringement of Company's rules, misappropriation of monies, actual or suspected fraud,
substantial and specific danger to public health and safety or abuse of authority.
"Audit Committee" means a Committee constituted by the Board
of Directors of the Company in accordance with the Companies Act, 2013 and the Listing
Agreement.
"Board" means the Board of Directors of the Company.
"Company" means Tai Industries Limited and all its offices.
"Compliance Officer" shall mean the Compliance Office of the
Company under the Listing Agreement and shall mean an officer to receive protected
disclosures from whistle blowers, maintaining records thereof, placing the same before the
Audit Committee for its disposal and informing the whistle blower the result thereof.
"Employee" means all the present employees and whole time
Directors of the Company.
"Protected Disclosure" means a concern raised by an employee
or group of employees of the Company, through a written communication and made in good
faith which discloses or demonstrates information about an unethical or improper activity
under the title "SCOPE OF THE POLICY" with respect to the Company. However, the
Protected Disclosures should be factual and not speculative or in the nature of an
interpretation / conclusion and should contain as much specific information as possible to
allow for proper assessment of the nature and extent of the concern.
"Subject" means a person or group of persons against or in
relation to whom a Protected Disclosure is made or evidence gathered during the course of
an investigation.
"Vigilance Officer" means an officer of the Company nominated
by the Audit Committee for conducting appropriate investigation of the protected
disclosure.
"Whistle Blower" is an employee or group of employees who
make a Protected Disclosure under this Policy and also referred in this policy as
complainant.
7. RECEIPT AND DISPOSAL OF PROTECTED DISCLOSURES.
Protected Disclosures should be reported in writing by the complainant
as soon as possible after the whistle blower becomes aware of the same so as to ensure a
clear understanding of the issues raised and should either be typed or written in a
legible handwriting in English.
The Protected Disclosure should be submitted in a closed and secured
envelope and should be super scribed as "Protected disclosure under the vigil
mechanism policy". If the complaint is not super scribed and closed as mentioned
above it will not be possible for the Audit Committee to protect the complainant and the
protected disclosure will be dealt with as if a normal disclosure. In order to protect
identity of the complainant, the Compliance officer will not issue any acknowledgement to
the complainant and the complainants are advised not to write the name / address of the
complainant on the envelope, nor to enter into any further correspondence with the nodal
officer / audit committee. The audit committee assures that in case any further
clarification is required he will get in touch with the complainant.
Anonymous / Pseudonymous disclosure shall not be entertained by the
Compliance Officer.
The Protected Disclosure should be forwarded under a covering letter
signed by the complainant. The Compliance Officer/ MD / Chairman of Audit Committee shall
detach the covering letter bearing the identity of the whistle blower and process only the
Protected Disclosure.
All Protected Disclosures should be addressed to the Compliance Officer
of the Company. The contact details of the Compliance Officer is as under:-
Address of Compliance Officer:
Ms. Priyanka Mukherjee Company Secretary,
Tai Industries Limited,
53A, Mirza Ghalib Street, Kolkata 700016.
Protected Disclosure against the Compliance Officer should be addressed
to the Managing Director (MD) of the Company and the Protected Disclosure against the MD
of the Company should be addressed to the Chairman of the Audit Committee. The contact
details of the MD and the Chairman of the Audit Committee are as under:
Name and Address of MD
Mr. Rohan Ghosh Tai Industries Limited,
53A, Mirza Ghalib Street, Kolkata 700016.
Name and Address of Chairman of Audit Committee
Mr. Prem Sagar Tai Industries Limited,
53A, Mirza Ghalib Street, Kolkata 700016.
On receipt of the protected disclosure the Compliance Officer / MD /
Chairman of the Audit Committee shall make a record of the Protected Disclosure and also
ascertain from the complainant whether he was the person who made the protected disclosure
or not before referring the matter to the Audit Committee of the Company for further
appropriate investigation and needful action. The record will include:
a) Brief facts;
b) Whether the same Protected Disclosure was raised previously by
anyone, and if so, the outcome thereof;
c) Whether the same Protected Disclosure was raised previously on the
same subject;
d) Details of actions taken by Compliance officer/ MD for processing
the complaint.
e) Findings of the Audit Committee;
f) The recommendations of the Audit Committee / other action(s).
The Audit Committee if deems fit may call for further information or
particulars from the complainant.
8. INVESTIGATION
All protected disclosures under this policy will be recorded and
thoroughly investigated. The Audit Committee (AC) may investigate and may at its
discretion consider involving any other Officer of the Company including the Vigilance
Officer of the Company for the purpose of investigation.
The decision to conduct an investigation taken by the Audit Committee
is by itself not an accusation and is to be treated as a neutral fact finding process.
Subject(s) will normally be informed in writing of the allegations at
the outset of a formal investigation and have opportunities for providing their inputs
during the investigation.
Subject(s) shall have a duty to co-operate with the Audit Committee or
any of the Officers appointed by it in this regard to the extent that such cooperation
will not compromise self incrimination protections available under the applicable laws.
Subject(s) have a responsibility not to interfere with the
investigation. Evidence shall not be withheld, destroyed or tampered with and witness
shall not be influenced, coached, threatened or intimidated by the subject(s).
Unless there are compelling reasons not to do so, subject(s) will be
given the opportunity to respond to material findings contained in the investigation
report. No allegation of wrong doing against a subject(s) shall be considered as
maintainable unless there is good evidence in support of the allegation.
Subject(s) have a right to be informed of the outcome of the
investigations.
The investigation shall be completed normally within 90days of the
receipt of the protected disclosure and is extendable by such period as the Audit
Committee deems fit and as applicable.
9. DECISION AND REPORTING
The Audit Committee along with its recommendations will report its
findings to the Managing Director through the Compliance Officer within 15 days of receipt
of report for further action as deemed fit. In case prima facie case exists against the
subject, then the Managing Director shall forward the said report with its recommendation
to the concerned disciplinary authority for further appropriate action in this regard or
shall close the matter, for which he shall record the reasons. Copy of above decision
shall be addressed to the Audit Committee, the Compliance Officer, the Vigilance Officer,
the complainant and the subject.
In case the subject is the Compliance officer of the Company, the
protected disclosure shall be addressed to the Managing Director who, after examining the
protected disclosure shall forward the matter to the audit committee. The Audit Committee
after providing an opportunity to the subject to explain his position and after completion
of investigation shall submit a report along with its recommendation to the MD. After
considering the report and recommendation as aforesaid, MD shall forward the said report
with its recommendation to the concerned disciplinary authority for further appropriate
action in this regard or shall close the matter, for which he shall record the reasons.
Copy of the above decision shall be addressed to the Audit Committee, the Compliance
Officer, the Vigilance Officer, the complainant and the subject.
In case the subject is the MD of the Company, the Chairman of the Audit
Committee after examining the Protected Disclosure shall forward the Protected Disclosure
to other members of the Audit Committee if deemed fit. The Audit Committee shall
appropriately and expeditiously investigate the Protected Disclosure.
If the report of investigation is not to the satisfaction of the
complainant, the complainant has the right to report the event to the appropriate legal or
investigating agency.
A complainant who makes false allegations of unethical & improper
practices or about wrongful conduct of the subject to the Compliance Office or the Audit
Committee shall be subject to appropriate disciplinary action in accordance with the
rules, procedures and policies of the Company.
10. SECRECY / CONFIDENTIALITY.
The complainant, the Compliance Officer, the Vigilance Officer, Members
of Audit committee, the Subject and everybody involved in the process shall:
¦ Maintain confidentiality of all matters under this Policy
¦ Discuss only to the extent or with those persons as required
under this policy for completing the process of investigations.
¦ Not keep the papers unattended anywhere at any time
¦ Keep the electronic mails / files under password.
11. PROTECTION.
No unfair treatment will be meted out to a whistle blower by virtue of
his/ her having reported a Protected Disclosure under this policy. The company, as a
policy, condemns any kind of discrimination, harassment, victimization or any other unfair
employment practice being adopted against Whistle Blowers. Complete protection will,
therefore, be given to Whistle Blowers against any unfair practice like retaliation,
threat or intimidation of termination / suspension of service, disciplinary action,
transfer, demotion, refusal of promotion or the like, including any direct or indirect use
of authority to obstruct the Whistle Blower's right to continue to perform his duties /
functions including making further Protected Disclosure. The company will take steps to
minimize difficulties, which the Whistle Blower may experience as a result of making the
Protected Disclosure. Thus if the Whistle Blower is required to give evidence in criminal
or disciplinary proceedings, the Company will arrange for the Whistle Blower to receive
advice about the procedure etc.
A Whistle Blower may report any violation of the above clause to the
Chairman of the Audit Committee, who shall investigate the same and recommend suitable
action to the management.
The identity of the Whistle Blower shall be kept confidential to the
extent possible and permitted under law. The identity of the complainant will not be
revealed unless he himself has made either his details public or disclosed his identity to
any other office or authority. In the event of the identity of the complainant being
disclosed, the Audit Committee is authorized to initiate appropriate action as per extant
regulations against the person or agency making such disclosure. The identity of the
Whistleblower, if known, shall remain confidential to those persons
directly involved in applying this policy, unless the issue requires investigation by law
enforcement agencies, in which case members of the organization are subject to subpoena.
Any other Employee assisting in the said investigation shall also be
protected to the same extent as the Whistle Blower.
Provided however that the complainant before making a complaint has
reasonable belief that an issue exists and he has acted in good faith. Any complaint not
made in good faith as assessed as such by the audit committee shall be viewed seriously
and the complainant shall be subject to disciplinary action as per the Service Rules of
the Company. This policy does not protect an employee from an adverse action taken
independent of his disclosure of unethical and improper practice etc. unrelated to a
disclosure made pursuant to this policy.
12. ACCESS TO CHAIRMAN OF THE AUDIT COMMITTEE
The Whistle Blower shall have right to access Chairman of the Audit
Committee directly in exceptional cases and the Chairman of the Audit Committee is
authorized to prescribe suitable directions in this regard.
13. COMMUNICATION.
A whistleblower policy cannot be effective unless it is properly
communicated to employees. Employees shall be informed through by publishing in notice
board and the web site of the company.
14. RETENTION OF DOCUMENTS.
All Protected disclosures documented along with the results of
Investigation relating thereto, shall be retained by the Compliance Officer for a period
of 5 (five) years or such other period as specified by any other law in force, whichever
is more.
15. ADMINISTRATION AND REVIEW OF THE POLICY.
The Managing Director shall be responsible for the administration,
interpretation, application and review of this policy. The Managing Director also shall be
empowered to bring about necessary changes to this Policy, if required at any stage with
the concurrence of the Audit Committee.
16. ANNUAL AFFIRMATION.
The Company shall annually affirm that it has in place an adequate
vigil mechanism policy and that it has provided protection to the complainant from unfair
adverse personal action. The affirmation shall also form part of Corporate Governance
report which is attached to the Annual report of the Company.
Form No. 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)
Form for disclosure of particulars of contracts/arrangements entered
into by the Company with related parties referred to in sub-section (1) of section 188 of
the Companies Act, 2013 including certain arms length transactions under third proviso
thereto
1. Details of contracts or arrangements or transactions not at arm's
length basis NOT APPLICABLE
2. Details of contracts or arrangements or transactions at arm's length
basis
(a) Name(s) of the related party and nature of relationship
NAME OF THE RELATED PARTY |
NATURE OF RELATIONSHIP |
Bhutan Fruit Products Private
Limited |
Common Directors |
Bhutan Carbide & Chemicals
Limited (Purchase) |
Common Directors |
Bhutan Carbide & Chemicals
Limited (Sale) |
Common Directors |
Bhutan Silicon Metal Private
Limited |
Common Directors |
Bhutan Ferro Alloys Limited |
Common Directors |
(b) Nature of contracts/arrangements/transactions
NAME OF THE RELATED PARTY |
NATURE OF
CONTRACT/AGREEMENT/TRANSACTIONS |
Bhutan Fruit Products Private
Limited |
Agency Agreement and Royalty
Agreement |
Bhutan Carbide & Chemicals
Limited |
Purchase Agreement |
Bhutan Carbide & Chemicals
Limited |
Sale Agreement |
Bhutan Silicon Metal Private
Limited |
Agency Agreement |
Bhutan Ferro Alloys Limited |
Day to day transactions |
Tashi Metals Private Limited |
Agency Agreement |
( c) Duration of the contracts / arrangements/transactions
NAME OF THE RELATED PARTY |
NATURE OF
CONTRACT/AGREEMENT/TRANSACTIONS |
Bhutan Fruit Products Private
Limited |
Agreement: 01.01.2021 -
31.12.2023 Royalty Agreement: 01.04.2022 - 31.03.2025 |
Bhutan Carbide & Chemicals
Limited |
Carbide:
01.01.2018-31.12.2018 Ferro Silicon: 01.01.2022 - 31.12.2024 |
Bhutan Silicon Metal Private
Limited |
Agency agreement 01.01.2022 -
31.12.2024 |
Bhutan Ferro Alloys Limited |
Day to day transactions |
Tashi Metals Private Limited |
Agency Agreement 01.06.2022 -
31.05.2025 |
(d) Salient terms of the contracts or arrangements or transactions
including the value, if any
NAME OF THE RELATED PARTY |
TERMS OF THE CONTRACTS OR
ARRANGEMENTS OR TRANSACTIONS INCLUDING THE VALUE (Rs in Lakhs.) |
Bhutan Fruit Products Private
Limited (Purchase) |
383.67 |
Bhutan Carbide & Chemicals
Limited (Purchase) |
7,660.00 |
Tashi Metals Private Limited
(Purchase) |
1,656.35 |
Bhutan Silicon Metal Private
Limited (Purchase) |
4,585.59 |
Bhutan Carbide & Chemicals
Limited (Sale) |
4,416.08 |
Bhutan Silicon Metal Private
Limited (Sale) |
2,118.23 |
Bhutan Ferro Alloys Limited
(Sale) |
- |
Tashi Metals Private Limited
(Sale) |
2,822.82 |
(e) Date(s) of approval by the Board
NAME OF THE RELATED PARTY |
ADVANCES TO THE REALTED
PARTY (as on 31.03.2023) (Rs. In Lakhs ) |
Bhutan Fruit Products Private
Limited |
- |
Bhutan Carbide & Chemicals
Limited |
31.56 |
Bhutan Silicon Metal Private
Limited |
- |
Bhutan Ferro Alloys Limited |
29.70 |
Place : Kolkata Date : 29th May, 2023
For and on behalf of the Board
VINAY KILLA
(DIN:00060906) Independent Director
ROHAN GHOSH
(DIN: 00032965) Managing Director
Information as required under Sections 134(3)(q) and 197(12) of the
Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment & Remuneration
of Managerial Personnel)Rules, 2014 for the year ended 31st March, 2023
SI.No. Requirement
. |
Details |
i) The ratio of the
remuneration of each Director to the median of remuneration of employees of the Company
for the Financial Year |
Mr. Dasho Wangchuk Dorji-
10.18:1
Mr. Rohan Ghosh-10.39:1
Mr. Prem Sagar-0.30:1
Mr. K.N.Malhotra-0.30:1
Mr. Vinay Killa-0.27:1
Ms. Sarada Hariharan-0.15:1
Mr. Dasho Topgyal Dorji 0.15:1 |
(ii) The percentage
increase in remuneration of each Director, Chief |
Directors: |
Executive Officer, Chief
Financial Officer, Company Secretary in the Financial Year. |
Mr. Dasho Wangchuk Dorji -
2.57% Mr. Rohan Ghosh - 9.37%
Mr. Prem Sagar - 0.00%
Mr. K.N.Malhotra - 0.00%
Mr. Vinay Killa - (-)12.50%
Ms. Sarada Hariharan - 0.00%
Mr. Dasho Topgyal Dorji - 33.33% Mrs. Mou Mukherjee, CFO-(-) 9.89% Ms.
Priyanka Mukherjee, CS - 0.00% |
(iii) The percentage
increase in median remuneration of employees in the Financial Year. |
5.40% |
(iv) The number of
permanent employees on the rolls of the Company |
68 |
(v) a) Average
percentage increase already made in salaries of employees other than the managerial
personnel in the last Financial Year |
9.46% |
b) Its comparison with the
percentage increase in the managerial remuneration |
0.58:1 |
c) Justification thereof and
point out if there are any exceptional circumstances for increase in the managerial
remuneration |
Increase in remuneration is
as per the service agreement as approved by the Central Government. |
(vi) Affirmation that the
remuneration is as per the remuneration policy of the Company |
Yes |
SECRETARIAL AUDIT REPORT ANNEXURE f
FORM MR-3
(For the financial year ended March 31, 2023)
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule 9 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members
TAI Industries Limited
We have conducted the Secretarial Audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by TAI Industries
Limited, CIN- L01222WB1983PLC059695 (hereinafter called the company). Secretarial Audit
was conducted in a manner that provided us a reasonable basis for evaluating the corporate
conducts/statutory compliances and expressing our opinion thereon.
Based on verification of the books, papers, minute books, forms ,
returns filed and other records maintained by the company, information provided by the
Company, its officers (including RTA), agents and authorized representatives, electronic
records available in the official portal of the Ministry of Corporate Affairs
www.mca.gov.in , portal of the Stock Exchanges, representation made by the Management and
considering relaxations granted by the Ministry of Corporate Affairs and Securities and
Exchange Board of India on account of ongoing global pandemic Novel Coronavirus (COVID
19), we hereby report that in our opinion, the company has, during the audit period
covering financial year ended on 31st March 2023, complied with the statutory
provisions listed hereunder and also that the Company has proper Board-processes and
compliance-mechanism in place to the extent, in the manner and subject to the reporting
made hereinafter:
We have examined the books, papers, minute books, forms and returns
filed with the stock exchange, in the official portal of the ministry of corporate affairs
(MCA) etc. and other records maintained by the company for the financial year ended on 31st
March 2023, according to the applicable provisions of:
I. The Companies Act, 2013 (the Act) and the rules made thereunder;
II. The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the
rules made thereunder;
III. The Depositories Act, 1996 and the Regulations and Bye-laws framed
thereunder;
IV. Foreign Exchange Management Act, 1999 and the rules and regulations
made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and
External Commercial Borrowings; (not applicable to the Company during the audit period)
V. The following Regulations and Guidelines, as amended from time to
time, prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act')
to the extent applicable to the company;
a. The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011;
b. The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015;
c. The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018; (not applicable to the Company during audit
period)
d. The Securities and Exchange Board of India (Issue and Listing of
Non-Convertible Securities) Regulation, 2021; (not applicable to the Company during audit
period)
e. The Securities and Exchange Board of India (Registrars to an Issue
and Share Transfer Agents) Regulations, 1993;
f. The Securities and Exchange Board of India (Share Based Employee
Benefits) Regulation, 2014. ( not applicable to the company during audit period)
g. The Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations , 2009 ; ( not applicable to the Company during audit period)
h. The Securities and Exchange Board of India (Buyback of Securities)
Regulations 2018; (not applicable to the Company during audit period)
i. The Securities and Exchange Board of India (Listing Obligations
& Disclosure Requirements) Regulations, 2015;
j. The Securities and Exchange Board of India (Depositories and
Participants) Regulations, 2018.
VI. The Management of the Company represented that fiscal, labour and
environmental laws and other Statutes which are applicable to such type of companies, are
generally complied with which inter-alia includes the followings which are specifically
applicable to the company:
(a) Shops and Establishment Act, 1953;
(b) The Employees Provident Fund and Miscellaneous Provisions Act, 1952
and Rules made thereunder;
(c) The Minimum Wages Act, 1948;
(d) The Payment of Bonus Act, 1965;
(e) The Payment of Gratuity Act, 1972;
(f) The standards of Weights and Measures (Enforcement) Act' 1985
(g) Food Safety and Standards Act' 2006
(h) The Payment of Wages Act, 1936 and other applicable Industrial and
Labour Laws.
The management represented us in writing that no prosecution, action
was taken against the Company and or its directors and employees during the audit period
VII. We have also examined compliance of the applicable clauses of the
following:
a. Secretarial Standards issued by The Institute of Company Secretaries
of India with respect to Board Meeting (SS-1) and General Meetings (SS-2).
b. The Listing Agreements entered into by the Company with BSE Limited
and the Calcutta Stock Exchange Limited, read with the provisions of the Securities and
Exchange Board of India (SEBI) (Listing Obligations & Disclosure Requirements)
Regulations 2015.
During the period under review the Company has complied with the
provisions of the Act, Rules, Regulations, Guidelines, Standards, Listing Agreements etc.
mentioned above, except thefollowing:
Regulation 31(2) of the Securities and Exchange Board of India (Listing
Obligation & Disclosure Requirements) Regulations, 2015; require hundred percent of
shareholding of promoter(s) and promoter group in dematerialized form, we report that
1216000 Equity shares of the company held by the promoters in physical form which are
exempted under SEBI Circular No.SEBI/CIR/ISD/1/2012 dated March 30, 2012, Clause 3( c) in
arriving at compliance with 100% Promoters holding in demat form.
We report that:
The Company was unable to upload the application pursuant to Section
196 read with Schedule V of the Companies Act, 2013, for appointment of Mr. Wangchuk Dasho
Dorji as Whole-time Director of the Company to the Central Government due to technical
glitches in MCA Portal.The Company has taken reasonable steps to resolve the matter with
MCA and the same is in process.
We further report that:
a) The Board of Directors of the Company is duly constituted with
proper balance of Executive Directors, Non-Executive Directors and Independent Directors.
There were no changes in the composition of the Board of Directors that took place during
the period under review.
b) Adequate notice is given to all directors to schedule the Board
Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and
a system exists for seeking and obtaining further information and clarifications on the
agenda items before the meeting and for meaningful participation at the meeting.
c) The dissenting views of the members of the Board of Directors and
Committees thereof were captured and minuted whenever arises. However, No such case has
arisen during the period under review.
We report that during the period under review, the Board meetings were
conducted through video conferencing and adequate facilities are used to facilitate the
Directors at other locations to participate in the meeting.
We further report that there are adequate systems and processes in the
Company commensurate with the size and operations of the Company to monitor and ensure
compliance with applicable laws, rules, regulations and guidelines.
We further report that during the audit period, no events occurred
which had bearing on the Company's affairs in pursuance of the above referred laws, rules,
regulations, guidelines, standard etc.
Place: Kolkata Date: 29th May ,2023
Binita Pandey - Partner ACS:41594,CP:19730 UDIN:A041594E000427861
For T. Chatterjee & Associates Practicing Company Secretaries
FRN No. - P2007WB067100
THIS REPORT IS TO BE READ WITH OUR LETTER OF EVEN DATE WHICH IS ANNEXED
AS ANNEXURE A AND FORMS AN INTEGRAL PART OF THIS REPORT
'AnnexureA
To,
The Members of TAI Industries Limited
Our report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the
management of the company. Our responsibility is to express an opinion on these
secretarial records based on our audit.
2. We have followed the Guidance Notes on ICSI Auditing Standard, audit
practices and processes as were appropriate to obtain reasonable assurance about the
correctness of the contents of the Secretarial records. The verification was done on test
basis to ensure that correct facts are reflected in secretarial records. We believe that
the processes and practices, we followed provide a reasonable basis for our opinion.
3. Where ever required, we have obtained the Management representation
about the compliance of laws, rules and regulations and happening of events etc.
4. The compliance of the provisions of Corporate and other applicable
laws, rules, regulations, standards is the responsibility of management. Our examination
was limited to the verification of procedures on test basis.
5. The Secretarial Audit is neither an assurance as to the future
viability of the company nor of the efficacy or effectiveness with which the management
has conducted the affairs of the Company.
Place: Kolkata Date: 29thMay, 2023
For T. Chatterjee & Associates Practicing Company Secretaries
FRN No. - P2007WB067100
Binita Pandey - Partner ACS:41594, CP:19730 UDIN:A041594E000427861