Your Directors have pleasure in presenting the 42ndAnnual Report on the business of your Company for the yearended 31st March, 2025.
Below is a summary of the Company's financial performance during the current year, compared to the previousfinancial year:
Particulars
Year ended3 1st March, 2025
Year ended31st March, 2024
Turnover
28,006.07
14,777.81
Profit/(Loss) before Interest, Depreciation & Taxation (PBIDT)
193.77
172.14
Interest
3.31
6.60
Profit/(Loss) before Depreciation & Taxation (PBDT)
190.46
165.54
Depreciation
28.28
37.24
Profit/(Loss) Before Tax and Extraordinary items (PBTE)
162.18
128.30
Extraordinary items
0.00
Profit/(Loss) Before Tax (PBT)
Provision for Taxation / (Deferred Tax)
52.68
(12.49)
Profit/(Loss) After Tax (PAT) (A)
109.50
140.79
Other Comprehensive Income
(44.65)
87.37
Total Comprehensive Income
64.85
228.16
The Paid -up- Share Capital of the Company, comprising Equity Shares, is Rs.6 Crores as on 31st March, 2025. Duringthe year under review, there were no changes in the Share Capital of the Company.
The Annual Return of the Company, for the Financial Year ended March 31st, 2025, pursuant to the provisions ofSection 134(3)(a) and Section 92(3) of the Act, read with Rule 12 of the Companies (Management andAdministration) Rules, 2014, is available on the website of the Company www.taiind.com
The Company has adopted the Indian Accounting Standards ("Ind AS") notified under the Companies (IndianAccounting 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 theaccounting standards notified in the Companies Act, 2013
The directors have decided not to recommend the payment of any dividend on the equity shares of the company forthe year ended 31st March, 2025. This decision is aimed at conserving funds for the future development and growthof the company.
No amount is proposed to be transferred to General Reserve during the financial year 2024-25.
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:
Fruit Product(^ Lakhs)
Industrial(^ Lakhs)
Total
(^ Lakhs)
Revenue
Current Year
1,454.35
26,551.72
Previous Year
1,281.38
13,496.43
Increasing urbanization, lifestyle changes, greater affluence and increased rates of women working outside of theirhome are driving the demand for processed foods.
Continued efforts are being made to sustain an efficient supply chain and distribution network that ensures visibilityand availability of products in the market. DRUK products are very popular with the customers and being mindful oftheir needs, we ensure that our business continues to grow and initiative are being taken by management to covereastern part of India for the purpose of expansion.
The supply of our Ferro Silicon to the markets was satisfactory, considering the depressed market condition andshortage of availability of materials Charcoal supply was maintained as per regular demand in Bhutan. Marginscontinued to remain constrained due to competition.
Conservation of Energy
Your Company's activities being trading in nature, energy consumed is only in the nature of electrical consumptionfor use and maintenance of office appliances. However, the efforts of your Company are aimed at keeping theconsumption levels to as low as practicable.
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 exchangeearnings or outgo during the year.
Your Company has implemented an effective risk management policy focusing on risk assessment, risk managementand risk monitoring, aimed at reducing losses or injury arising out of various risk exposures.
During the year under review, there were no changes in the nature of the Company's business.
There was no change in the registered office of the company during the financial year 2024-2025.
There have been no material changes and commitments affecting the financial position of the company from theclose of the financial year ended March 31st, 2025, up to the date of this report.
During the year under review, no significant and material orders were passed by the Regulators or Courts or Tribunalswhich may impact the going concern status of the Company or its future operations.
Composition
As of 31st March, 2025, the Company's Board of Directors consisted of a total of six members. Among them, therewere three Non-Executive Independent Directors, including one Female Director, and two Executive Directors andone Non-Executive-Non-Independent Directors. Notably, the roles of Chairman of the Board and Managing Directorwere held by different individuals. The Chairman of the Board is an Executive Director. The profile of all the Directorscan 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 theCompanies Act, 2013 (Act). Further, all the Directors have confirmed that they are not debarred from accessing thecapital market as well as from holding the office of Director pursuant to any order of Securities and Exchange Board ofIndia 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 asexperience considered to be vital for business growth. The detailed analysis of various skills, qualifications andattributes as required and available with the Board has been presented in the Corporate Governance Report.
During the period under review the Mr. K. N. Malhotra, Mr. Vinay Killa, Mr. Prem Sagar and Ms. Sarada Hariharancompleted their tenure of 10 years on 28.09.2024 and the following persons were appointed as Directors of theCompany namely Mr. Abhrajit Dutta, Mr. Omar. M. Kidwai and Ms. Sucharita Moitra with effect from 28.09.2024.
The following functioned as Key Managerial Personnel during the year:
Rohan Ghosh
Managing Director
Mou Mukherjee
Chief Financial Officer
Snigdha Khetan
Company Secretary
As per the provisions of Section 152(6)(d) of the Act read with Companies (Appointment and Qualification ofDirectors) Rules, 2014 And Articles of Association of the Company, Mr. Dasho Topgyal Dorji (DIN: 00296793)Non-Executive Non-Independent will retire by rotation at the ensuing Annual General Meeting and being eligible hasoffered themselves for re-appointment.
During the current year, the tenure of Dasho Wangchuk Dorji (DIN: 00296747) as Whole Time Director expired on 19thMay, 2025 and he was reappointed by the Board as Whole Time Director upon the recommendations of theNomination and Remuneration Committee, subject to the approval of the shareholders of the Company and theCentral Government for a period of three years with effect from May 20th, 2025.
During the current year, the tenure of Mr. Rohan Ghosh (DIN: 00032965) as Managing Director expired on 18th May,2025 and he was reappointed by the Board as Managing Director upon the recommendations of the Nomination andRemuneration Committee, subject to the approval of the shareholders of the Company for a period of three yearswith effect from 19th May, 2025.
Appropriate resolutions seeking your approval to the aforesaid appointments of the Whole time Director andManaging Director and the terms of their remuneration have been provided in the Notice convening the 42nd AnnualGeneral Meeting.
All Directors have certified that the disqualifications mentioned under Sections 164, 167, and 169 of the CompaniesAct, 2013 do not apply to them. Your Directors hereby affirm that the Directors are not debarred from holding theoffice of director by virtue of any SEBI order or any order from such other authority.
The Independent Directors have affirmed compliance with the Code for the Independent Directors mentioned inSchedule IV of the Companies Act, 2013. The Independent Directors have given their declaration that they meet thecriteria of independence referred to in Section 149(6) of the Company's Act, 2013 and that they are not disqualifiedto act as such Independent Directors.
Brief profiles of the Directors being reappointed have been provided in the Notice of the Annual General Meeting.
The Company has received declarations from all the Independent Directors confirming that they meet the criteria ofindependence as prescribed under Section 149 of the Act as well as Regulation 16 and 25 of Listing Regulations. TheIndependent Directors have also submitted a declaration confirming that they have registered their names in thedatabank of Independent Directors as being maintained by the Indian Institute of Corporate Affairs (IICA) in terms ofRule 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 reasonablyanticipated, that could impair or impact their ability to discharge their duties with an objective independentjudgement and without any external influence. The Board of Directors have taken on record the declaration andconfirmation submitted by the Independent Directors after undertaking due assessment of the same and in theiropinion the Independent Directors are persons of integrity, expertise and experience and fulfill the conditionsspecified 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 theAct along with the Code of Conduct for Directors and Senior Management Personnel formulated by the Company asper Listing Regulations.
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. Topromote diversity within the Board, the Company has established the Board Diversity Policy, outlining its approachtowards achieving this goal. The policy is accessible on the Company's website at www.taiind.com.
In terms of section 134(3)(p) of the Companies Act, 2013, your Board of Directors has adopted an annual evaluationprocess 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 evaluatingthe performance of the Board/ Committees/ Directors/ Chairperson/ Managing Director/ Whole-time Director on acase 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, riskmanagement, 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, whichinclude a set of questions having a rating mechanism, are reviewed and analysed by the Nomination & RemunerationCommittee before placing its feedback before the Board.
COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL ANDSENIOR MANAGEMENT PERSONNEL
The Nomination and Remuneration Committee identifies and ascertains the integrity, qualification, expertise, skills,knowledge and experience of the person for appointment as Director and Key Managerial Personnel. Theappointment of a Director as recommended by the Nomination and Remuneration Committee requires approval ofthe Board. The remuneration / compensation / commission etc. to the Directors and Key Managerial Personnel isproposed by the Nomination and Remuneration Committee in compliance with requirements of the Companies Actand recommended to the Board for it's approval. Approval of Shareholders is obtained, if required. The Directorsreceive remuneration by way of fees for attending meetings of the Board or committees thereof. At the time ofappointing an Independent Director, a formal letter of appointment is given to the candidate, which inter-alia,explains the role, functions, duties and responsibilities expected of the person as an Independent Director of theCompany. The Independent Director is also explained in detail the compliance required from him under theCompanies Act, 2013 and other relevant regulations. The independence of Director is decided as per provisions ofthe Companies Act, 2013. The Board has, on the recommendation of the Nomination & Remuneration Committeeframed a policy for remuneration of Directors, Key Managerial Personnel and Senior Management. The saidRemuneration Policy is posted on the website of the Company www.taiind.com.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of our knowledge and belief and according to the information and explanations obtained by us, wehereby make the following statements in terms of Section 134(3) (c) and 134(5) of the Act:
(i) in the preparation of the Annual Accounts for the financial year ended March 31st, 2025, the applicable AccountingStandards had been followed along with proper explanation relating to material departures, if any;
(ii) such accounting policies as mentioned in Notes to the Annual Accounts have been selected and applied consistentlyand judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company as at March 31st, 2025 and of the profit of the Company for the year ended on that date;
(iii) proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of theAct for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities has beentaken;
(iv) the Annual Accounts has been prepared on a going concern basis;
(v) internal financial control to be followed by the Company are in place and that such internal financial controls areadequate and are operating effectively; and
(vi) proper systems to ensure compliance with the provisions of all applicable laws are in place and that such systems wereadequate and operating effectively.
MEETINGS of board of directors
The Board met 4 (Four) times during the Financial Year 2024-25, viz., on 28thMay, 2024,12th August, 2024, 14thNovember, 2024 and 12th February, 2025.
The intervening gap between the Meetings was within the period as prescribed under the Companies Act, 2013. Thedetails of the date and attendance at the Board meetings are as under:
Sl.No
Date Board
Strength
No. of Directors Present
1
28.05.2024
7
2
12.08.2024
3
14.11.2024
6
4
12.02.2025
ATTENDANCE OF DIRECTORS AT THE BOARD MEETINGS AND ANNUAL GENERAL MEETING (AGM) DURINGTHE YEAR ENDED 31st MARCH, 2025
Name of the directors
No. of the Meetings
Attendance of last AGM
Held
Attended
held on 28.09.2024
Dasho Wangchuk Dorji
Yes
Mr. Rohan Ghosh
Dasho Topyal Dorji
Mr. Prem Sagar (Ceased to be Director w.e.f 28.09.24)
Mr. K. N. Malhotra (Ceased to be Director w.e.f 28.09.24)
Mr. Vinay Killa (Ceased to be Director w.e.f 28.09.24)
No
Ms. Sarada Hariharan (Ceased to be Director w.e.f 28.09.24)
Mr. Abhrajit Dutta (Appointed w.e.f 28.09.24)
Mr. Omar M Kidwai (Appointed w.e.f 28.09.24)
Ms. Sucharita Moitra (Appointed w.e.f 28.09.24)
The Board of Directors have constituted the following 5 (Five) Committees
The power, role and broad terms of reference of the Audit Committee are as per the provisions of Section 177 ofthe 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 toensure 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 auditors report thereon beforesubmission 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'sreport 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 forapproval;
6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (publicissue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than thosestated in the offer document / prospectus / notice and the report submitted by the monitoring agencymonitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendationsto 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 internalcontrol systems;
13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal auditdepartment, staffing and seniority of the official heading the department, reporting structure coverage andfrequency 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 issuspected fraud or irregularity or a failure of internal control systems of a material nature and reporting thematter to the Board;
16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as wellas 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 andbackground, 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
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 reviewby the audit committee.
5) Statement of deviations:
(a) Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted tostock exchange(s) in terms of Regulation 32(1).
(b) Annual statement of funds utilized for purposes other than those stated in the offerdocument/prospectus/ notice in terms of Regulation 32(7)."
Name of Directors
DIN
Category
Position
PREM SAGAR(Ceased w.e.f..28.09.2024
00040396
Non-ExecutiveIndependent Director
Chairperson
KANWAL NAIN MALHOTRA(Ceased w.e.f..28.09.2024)
00128479
Member
VINAY KILLA
(Ceased w.e.f..28.09.2024)
00060906
ABHRAJIT DUTTA(Appointed w.e.f 14.11.2024
00546556
Non-ExecutiveIndependent Director )
OMAR. M. KIDWAI(Appointed w.e.f 14.11.2024
10723936
ROHAN GHOSH(Appointed w.e.f 14.11.2024)
00032965
All members of the Audit Committee are financially literate. The Director, the Chief Financial Officer and theStatutory Auditors are invitees to the Audit Committee Meetings.
During the year ended 31st March, 2025, the Audit Committee met 4 (Four) times on 28.05.2024, 12.08.2024,14.11.2024 and 12.02.2025, respectively. The maximum gap between any two consecutive meetings was less thanone hundred and twenty days.
The Annual Financial Statements for the financial year 2024-25 were reviewed by the Audit Committee at its meetingheld on 27.05.2025 and were recommended to the Board for adoption.
The Unaudited Quarterly and Audited Annual Financial Results were reviewed, analyzed and confirmed by theCommittee before they were approved by the Board of Directors for submission to the Stock Exchanges andpublication in newspapers in compliance with Regulation 47 of the SEBI (Listing Obligations & DisclosureRequirements) Regulations, 2015.
The details of the date and attendance at the Audit Committee meeting are as under :
Meetings held
Meetings attended
PREM SAGAR
Chairman
KANWAL NAIN MALHOTRA
ABHRAJIT DUTTA
OMAR. M. KIDWAI
ROHAN GHOSH
The power, role and broad terms of reference of the Nomination and Remuneration Committee are as per theprovisions 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 directorand recommend to the board of directors a policy relating to, the remuneration of the directors, keymanagerial personnel and other employees;
2) For every appointment of an Independent Director, the Nomination and Remuneration Committee shallevaluate 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 personrecommended to the Board for appointment as an Independent Director shall have the capabilities identifiedin 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 managementin accordance with the criteria laid down, and recommend to the Board of Directors their appointment andremoval.
6) Whether to extend or continue the term of appointment of the Independent Director, on the basis of thereport 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 2025are given below:
PREM SAGAR(Ceased w.e.f. 28.09.2024
KANWAL NAIN MALHOTRA(Ceased w.e.f. 28.09.2024)
DASHO TOPGYAL DORJI
00296793
Non-ExecutiveNon-Independent Directo
(Ceased w.e.f. 28.09.2024)
ABHRAJIT DUTTA(Appointed w.e.f 14.11.2024)
OMAR. M. KIDWAI(Appointed w.e.f 14.11.2024)
SUCHARITA MOITRA(Appointed w.e.f 14.11.2024)
10736947
During the financial year 2024-25, the Committee met Two (2) fimes on 28.05.2024 and 12.08.2024.The details of the date and attendance at the NRC meeting are as under
0
Criteria for performance evaluation of Independent Director
The Nomination and Remuneration Committee has laid down the criteria for performance evaluation of theExecutive and Non-Executive Directors including that of the Board as a whole. The Committee, at its Meeting heldon 28.05.2024 and 12.08.2024, has reviewed the performance of the Directors and the Board for the year underreview. The evaluation was done primarily through a questionnaire duly completed by all Directors providingspecific rating for other Directors and also of the Board as a whole.
3. Stakeholders Relationship Committee,
The Board of Directors of the Company has constituted a Stakeholders Relationship Committee in accordance withthe 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 StakeholdersRelationship Committee are as per the provisions of the said Section 178 of the Companies Act, 2013 and Regulation20 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 ofnew/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 beingrendered by the Registrar & Share Transfer Agent.
4) Review of the various measures and initiatives taken by the listed entity for reducing the quantum ofunclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices bythe shareholders of the company"
The composition of the Stakeholders Relationship Committee of the Company as on 31st March, 2025 aregiven below:
During the year ended 31st March, 2025, the Stakeholders Relationship Committee met 4 (Four) times on28.05.2024, 12.08.2024, 14.11.2024 & 12.02.2025. The maximum gap between any two consecutive meetingswas less than one hundred and twenty days.
SUCHARITA MOITRA
4. Independent Director Committee,
The Composition of the Independent Director Committee of the Company as on 31st March 2025 are givenbelow:
SARADA HARIHARAN(Appointed w.e.f 28.09.2024)
06914753
MEMBER
During the year ended 31st March, 2025, the Independent Director Committee met 1 (One) time on 28.05.2024.
SARADA HARIHARAN
5. CSR, Committee,
The composition of the Nomination and Remuneration Committee of the Company as on 31st March, 2025are givenbelow:
During the year ended 31st March, 2025, the CSR Committee met 2(Two) times on 14.11.2024 & 12.02.2025
NOMINATION AND REMUNERATION POLICY
Upon the recommendations of the Nomination and Remuneration Committee in terms of Section 178(4) ofthe Companies Act 2013, your Board has adopted a policy relating to the remuneration for the Directors, keymanagerial personnel and other employees of the Company. The salient features of the said policy, is annexedherewith as "Annexure B" the complete Policy can be viewed at the official website of the Company atwww.taiind.com
Salary
(including specialpay incentive)
Perquisites
(Computed underIncome Tax Act 1961)
Contribution
to providentand other fund
Siffing Fee
Board
Committee
Chairman & Whole¬time Director
25.11
-
3.01
Nil
Mr Rohan Ghosh
22.30
6.07
2.67
Dasho Topgyal Dorji
Director
0.30
Mr Prem Sagar
Independent Director
0.20
Mr Vinay Killa
Mr Kanwal Nain Malhotra
-.
Ms Sarada Hariharan
Mr Abhrajit Dutta
0.10
Mr Omar Kidwai
Ms Sucharita Moitra
REMUNERATION PAID TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD FOR THEFINANCIAL YEAR ENDED 31st MARCH, 2025
Key Managerial Personnel
Ms. Mou Mukherjee
CFO
Ms. Snigdha Khetan(appointed w.e.f 05.02.24)
6.00
In terms of Regulation 6 and Schedule V of the Listing Regulations, the Board has appointed Ms. Ms. Snigdha Khetan,Company Secretary of the Company as the Compliance Officer.
The Compliance Officer can be contacted at
Tel: 91 9051077004 | Email: cs@taiind.com | Website: www.taiind.com
DETAILS OF COMPLAINTS RECEIVED AND RESOLVED DURING THE YEAR ENDED 31st MARCH, 2025.
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 Date Venue If Special Resolution(s) passedin the last three years
Annual General Meeting
26th September, 2022 at3.30 PM
Video conferencing/other Audio VisualMeans (VC/OAVM)
1. Re-appointment ofMr. Rohan Ghosh
as Managing Director.
2. Re-appointment ofMr. Wangchuk Dorji
as Whole-time Director.
25th September, 2023at 3.30 PM
1.No Special Resolution was passed .
28th September, 2024at 3.30 PM
During FY 2024-25, no Extra-Ordinary General Meeting was held and no resolution was passed through postalballot. None of the business proposed to be transacted at the ensuing AGM requires passing of a SpecialResolution by way of Postal Ballot.
As per the provisions of the Act and the Listing Regulations, at the AGM held in 2024 the shareholders weregiven option to vote on all resolutions through electronic means.
The Company recognizes the value of being a socially responsible corporate and strongly believes in giving back tothe society. The objective of the Company's Corporate Social Responsibility (CSR) is to improve the quality of lifeof communities through long-term value creation. In this regard the Company has formulated a Corporate SocialResponsibility 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 withCompanies (Corporate Social Responsibility Policy) Rules, 2014, inter alia to give directions and assistance to theBoard for leading the CSR initiatives of the Company. The Committee formulates and reviews the Annual ActionPlan and also monitors the progress of the CSR activities. The details of the Committee including term of referencehave been disclosed in the Corporate Governance Report.
The provisions of Corporate Social Responsibility (CSR) under Section 135 of the Companies Act, 2013 are notapplicable to the Company during the financial year 2024-25, as the Company does not meet the specifiedthresholds in terms of net worth, turnover, or net profit.
Hence, the company is not eligible to spend any CSR amount. Further the company has spent an excess amount ofCSR expenditure in the previous two years.
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 theirReports 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 undertakecorrective action in their respective areas and thereby strengthen the controls. Significant audit observations andcorrective actions thereon are presented to the Audit Committee of the Board.
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 alsoannexed hereto as "Annexure C."
All related party transactions that were entered into during the financial year were on an arm's length basis andwere in the ordinary course of business. There were no materially significant related party transactions made bythe Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may havea potential conflict with the interests of the Company. All Related Party Transactions were placed before the AuditCommittee and also the Board, for approval. Prior omnibus approval of the Audit Committee has been obtainedon a quarterly basis for the transactions which were of a foreseen and repetitive nature. The statement ofparticulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act,2013 is annexed hereto as "Annexure D":
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 theFinancial Statements of the Company.
The related party disclosures with respect to loans/ advances at the end of the Financial Year under review andmaximum outstanding amount thereof during the year, as required under Part A of Schedule V to the ListingRegulations, have been provided in the Notes to the Financial Statements of the Company.
The disclosures relating to remuneration and other details as required under Section 197(12) of the Act read withRule 5(1) 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 isattached as "Annexure-"E" to this report.
Statutory Auditors and Auditor's Report
M/s. KAMG & Associates, Chartered Accountants (Firm Reg. No. 311027E), were appointed Statutory Auditors ofthe 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 the43rd 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 Year2024-25. The Audit Committee considers and reviews the Internal Audit Report submitted by the Internal Auditoron 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 Remunerationof Managerial Personnel) Rules, the Board had appointed 2014, M/s. T. Chatterjee & Associates, a firm ofcompany secretaries in practice, to conduct the secretarial audit of the Company for the financial year endedMarch 31, 2025. The Secretarial Audit Report in MR -3 is annexed as Annexure F which forms part of this Report.The Secretarial Audit Report for the financial year ended March 31, 2025, issued by M/s. T. Chatterjee &Associates, Practising Company Secretaries, does not contain any qualification, reservation or disclaimer exceptthe following observations, along with the replies of the Board of Directors:
Sl.
Observation / Adverse Remark
Management's Reply
a.
Regulation 46(i) of the Securities andExchange Board of India (ListingObligations and Disclosure Requirements)Regulations, 2015 with respect todisclosure of details of familiarizationprogrammes imparted to IndependentDirectors on the website of the Company.
The Management submits that the IndependentDirectors were appointed on August 12, 2024, andtheir appointment was approved by theshareholders at the Annual General Meeting heldon September 28, 2024. The Company is in theprocess of imparting the requisite familiarizationprogramme to the Independent Directors, and thedetails thereof will be uploaded on the website ofthe Company upon completion.
b.
As on the date of this report, the statusof the listed entity is appearing as "SDDNon-Compliant" on the portal of BSELimited.
The Management has already submitted a letterdated November 5, 2024, to the Stock Exchangeseeking clarification regarding the basis of such non¬compliance status. The Company is activelyfollowing up with the regulator to resolve the issueand ensure the compliance status is duly updated
The provisions of Section 148 of the Companies Act, 2013, with respect to maintenance of Cost records and CostAudit are not applicable on the Company.
During the year under review, the auditor has reported not any instances of fraud committed against theCompany as required to be reported under Section 143 (12) of the Act.
During the year under review, there is no Subsidiary, Joint Venture or Associate Company,
During the year under review, the Company has not accepted any deposits from the public within the meaning ofSection 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014. As on March 31, 2025, therewere no deposits lying unpaid or unclaimed
In terms of Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, aManagement Discussion and Analysis Report is annexed hereto as "Annexure G".
Business Responsibility and sustainability report is not applicable to the Company.
During the Financial Year 2024-25, the Company has complied with the applicable Secretarial Standards i.e. SS-1and SS-2, as issued by the Institute of Company Secretaries of India (ICSI).
Employees are the most valuable and indispensable asset for a Company. A Company's success depends on theability to attract, develop and retain best talent at every level. The Company has always been proactive inproviding growth, learning platforms, safe workplace and personal development opportunities to its workforce.Company strives to maintain a skilled and dedicated workforce, representing diverse experiences andviewpoints. The Human Resource Department of the Company are rooted in ensuring a fair and reasonableprocess for all-round development and upliftment of talent through its persistent effort.
The shares of the Company are compulsorily traded in dematerialized form for all shareholders. 70.45% of thetotal number of shares are dematerialized as on 31st March, 2025. Intimations have been sent to all shareholdersholding shares in physical mode informing them that as per revised Regulation 40 of SEBI (LODR) Regulations2015, shares will be transferred only in dematerialized mode effective from 1st April, 2019 and the shareholdershave been requested to dematerialize their existing shares in physical form.
Your company is committed to providing a safe and secure working environment to its women employees and hasin 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.
MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961
The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligiblewomen employees have been extended the statutory benefits prescribed under the Act. Including paid maternityleave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaksand flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive andsupportive work environment that upholds the rights and welfare of its women employees in accordance withapplicable laws.
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 orcommission 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 nosettlements were entered into with the bankers.
ACKNOWLEDGEMENT
Your Directors wish to place on record their grateful appreciation of the excellent support and co-operationreceived from the Shareholders, Banks, Financial Institutions and Investors, Government Authorities, StockExchanges, Reserve Bank of India, Central and State Governments. Your Directors also wish to place on recordtheir deep appreciation of the dedication, competence and support of the employees at all levels for theircontribution towards the performance of your Company.
For and on behalf of the Board
Place : Kolkata ABHRAJIT DUTTA ROHAN GHOSH
(DIN : 00546556) (DIN : 00032965)
Date : 27 May, 2025 Independent Director Managing Director