Dear Members,
Your Directors have pleasure in presenting the Directors' Report and the Audited Statement of Accounts (including consolidated financial statements) of the Company for the Financial Year ended 31st March 2022.
1. FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS STATE OF AFFAIRS:
The performance of the Company during the year has been as under:
(Amount in Lakhs)
Standalone
Consolidated
REVIEW OF OPERATIONS:
Standalone: Your Company during the year under review could not generate any revenue. However, the Company incurred a net loss of Rs. 13.91 Lakhs as compared to revenue and Rs. 2.96 Lakhs and a net loss of Rs.39.08 Lakhs incurred in the previous financial year.
Consolidated: Your Company during the year under review could not generate any revenue. However, the Company incurred a net loss of Rs. 17.31 lakhs as compared to revenue of Rs. 2.96 Lakhs and net loss of Rs. 39.94 Lakhs incurred in the previous financial year.
2. BUSINESS UPDATE AND STATE OF COMPANY'S AFFAIRS:
The information on Company's affairs and related aspects is provided under Management Discussion and Analysis report, which has been prepared, inter-alia, in compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) regulations, 2015 and forms part of this Report.
3. CHANGE IN THE NATURE OF THE BUSINESS, IF ANY:
During the period under review and the date of Board's Report there was no change in the nature of Business.
4. RESERVES:
The Closing balance of reserves, including retained earnings, of the Company as at March 31st 2022 is Rs. 0.21 Lakhs.
5. DIVIDEND:
Your Directors have decided not to recommend dividend for the year 2021-22.
6. MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There are no major material changes and commitments affecting the financial position of the Company after the end of the financial year and up to date of this report (i.e.05.09.2022).
7. BOARD MEETINGS:
The Board of Directors duly met five (5) times during the financial year from 1st April 2021 to 31st March 2022. The dates on which the meetings were held are 29.06.2021, 13.08.2021, 13.09.2021, 13.11.2021, 12.02.2022.
8. REGISTERED OFFICE:
The Company's Registered office has been shifted from Plot No. 29, Kharkhana Road, HACP Colony Secunderabad, Hyderabad - 500009,Telangana to Panchasheel Enclave, Yapral, Hyderabad- 500087, Telangana w.e.f. 13.09.2021.
9. APPOINTMENT / RE-APPOINTMENT / RESIGNATION / RETIREMENT OF DIRECTORS /CEO/ CFO AND KEY MANANGERIAL PERSONNEL:
a) Appointments:
Following Appointments have taken place till the date of this report
* Change in Designation from Whole Time Director to Non- Executive Director b) Resignations:
Following Resignations have taken place till the date of this report
The Board places on record its sincere appreciation for the services rendered by the Directors/KMP during their association with the Company.
10. REVISION OF FINANCIAL STATEMENTS :
There was no revision of the financial statements for the year under review.
11. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:
The Company has received declarations from all the Independent Directors of the Company to the effect that they are meeting the criteria of independence as provided in Sub-Section (6) of Section 149 of the Companies Act, 2013 and Regulation 25 of SEBi (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Independent Directors have also confirmed that they have complied with the Company's Code of Conduct.
In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.
In the opinion of the Board, all the Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity for the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.
12. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:
Independent Directors are familiarized about the Company's operations and businesses. Interaction with the Business heads and key executives of the Company is also facilitated. Detailed presentations on important policies of the Company is also made to the directors. Direct meetings with the Chairman are further facilitated to familiarize the incumbent Director about the Company/its businesses and the group practices.
13. POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS' INDEPENDENCE:
1. Scope:
This policy sets out the guiding principles for the Nomination & Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, in case of their appointment as independent Directors of the Company.
2. Terms and References:
2.1 "Director" means a director appointed to the Board of a Company.
2.2 "Nomination and Remuneration Committee means the committee constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and reg. 19 of SEBI (Listing Obligation and Disclosure Requirement), Regulations, 2015.
2.3 "Independent Director" means a director referred to in sub-section (6) of
Section 149 of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015.
3. Policy:
3.1. Qualifications and criteria
3.1.1 The Nomination and Remuneration Committee, and the Board, shall
review on annual basis, appropriate skills, knowledge and experience required of the Board as a whole and its individual members. The objective is to have a board with diverse background and experience that are relevant for the Company's operations.
3.1.2 In evaluating the suitability of individual Board member the NR Committee may take into account factors, such as:
• General understanding of the Company's business dynamics, global business and social perspective;
• Educational and professional background
• Standing in the profession;
• Personal and professional ethics, integrity and values;
Willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively.
3.1.3 The proposed appointee shall also fulfil the following requirements:
• shall possess a Director Identification Number;
• shall not be disqualified under the Companies Act, 2013;
• shall Endeavour to attend all Board Meeting and wherever he is appointed as a Committee Member, the Committee Meeting;
• shall abide by the code of Conduct established by the Company for Directors and senior Management personnel;
• shall disclose his concern or interest in any Company or companies or bodies corporate, firms, or other association of individuals including his shareholding at the first meeting of the Board in every financial year and thereafter whenever there is a change in the disclosures already made;
• Such other requirements as may be prescribed, from time to time, under the Companies Act, 2013, SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015and other relevant laws.
3.1.4 The Nomination & Remuneration Committee shall evaluate each individual with the objective of having a group that best enables the success of the Company's business.
3.2 Criteria of independence
3.2.1 The Nomination & Remuneration Committee shall assess the independence of Directors at time of appointment/ re-appointment and the Board shall assess the same annually.
The Board shall re-assess determinations of independence when any new interest or relationships are disclosed by a Director.
3.2.2 The criteria of independence shall be in accordance with guidelines as laid down in Companies Act, 2013 and reg. 16(1) (b) of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015.
3.2.3 The Independent Director shall abide by the "Code for Independent
Directors "as specified in Schedule IV to the companies Act, 2013.
3.3 Other Directorships/ Committee Memberships
3.3.1 The Board members are expected to have adequate time and expertise and experience to contribute to effective Board performance Accordingly, members should voluntarily limit their directorships in other listed public limited companies in such a way that it does not interfere with their role as Director of the Company. The NR Committee shall take into account the nature of, and the time involved in a Director Service on other Boards, in evaluating the suitability of the individual Director and making its recommendations to the Board.
A Director shall not serve as director in more than 20 companies of which not more than10 shall be public limited companies.
3.3.3 A Director shall not serve an independent Director in more than 7 listed companies and not more than 3 listed companies in case he is serving as a whole-time Director in any listed Company.
3.3.4 A Director shall not be a member in more than 10 committee or act chairman of more than5 committee across all companies in which he holds directorships.
For the purpose of considering the limit of the committee, Audit committee and stakeholder's relationship committee of all public limited companies, whether listed or not, shall be included and all other companies including private limited companies, foreign companies and companies under section 8 of the Companies Act, 2013 shall be excluded.
Remuneration policy for Directors, key managerial personnel and other employees
1.1 This policy sets out the guiding principles for the Nomination and Remuneration committee for recommending to the Board the remuneration of the directors, key managerial personnel and other employees of the Company.
2. Terms and Reference:
In this policy the following terms shall have the following meanings:
2.1 "Director" means a Director appointed to the Board of the Company.
2.2 "key managerial personnel" means
(i) The Chief Executive Office or the managing director or the manager;
(ii) The Company secretary;
(iii) The whole-time director;
(iv) The chief finance Officer; and
(v) Such other office as may be prescribed under the companies Act, 2013
2.3 "Nomination and Remuneration Committee" means the committee constituted by Board in accordance with the provisions of section 178 of the companies Act,2013 and reg. 19 of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015.
3.1 Remuneration to Executive Director and Key Managerial Personnel
3.1.1 The Board on the recommendation of the Nomination and Remuneration (NR) committee shall review and approve the remuneration payable to the Executive Director of the Company within the overall approved by the shareholders.
3.1.2 The Board on the recommendation of the NR committee shall also review and approve the remuneration payable to the key managerial personnel of the Company.
3.1.3 The Remuneration structure to the Executive Director and key managerial personnel shall include the following components:
(i) Basic pay
(ii) Perquisites and Allowances
(iii) Commission (Applicable in case of Executive Directors)
(iv) Retrial benefits
(v) Annual performance Bonus
3.1.4 The Annual plan and Objectives for Executive committee shall be reviewed by the NR committee and Annual performance Bonus will be approved by the committee based on the achievement against the Annual plan and Objectives.
3.2 Remuneration to Non-Executive Directors
3.2.1 The Board, on the recommendation of the Nomination and Remuneration Committee, shall review and approve the remuneration payable to the Non-Executive Directors of the Company within the overall limits approved by the shareholders as per provisions of the Companies act.
3.2.2 Non-Executive Directors shall be entitled to sitting fees attending the meetings of the Board and the Committees thereof. The NonExecutive Directors shall also be entitled to profit related commission in addition to the sitting fees.
3.3. Remuneration to other employees
3.3.1. Employees shall be assigned grades according to their qualifications and work experience, competencies as well as their roles and responsibilities in the organization. Individual remuneration shall be determined within the appropriate grade and shall be based on various factors such as job profile skill sets, seniority, experience and prevailing remuneration levels for equivalent jobs.
14. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 134(3)(c) and 134(5) of the Companies Act, 2013 and on the basis of explanation given by the executives of the Company and subject to disclosures in the Annual Accounts of the Company from time to time, we state as under:
1. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
2. That the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;
3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
4. That the Directors have prepared the annual accounts on a going concern basis:
5. That the Directors have lain down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
6. That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
15. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") read with the relevant circulars and amendments thereto, the amount of dividend/equity shares remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund ("IEPF"), constituted by the Central Government.
During the Year, no amount of dividend was unpaid or unclaimed for a period of seven years and therefore no amounts/equity shares is required to be transferred to Investor Education and Provident Fund under the Section 125(1) and Section 125(2) of the Act.
16. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:
As on 31st March, 2022 the Company has subsidiary namely M/s.Taaza International PTE Limited in Singapore The Financial performance of the subsidiary company is mentioned in Form AOC- 1 in accordance with Section 129(3) of the Companies Act, 2013 which is annexed to this report as Annexure - I.
Further, audited financial statements together with related information and other reports of the subsidiary Company, have also been placed on the website of the Company at www.taazastores.com.
Taaza General Trading FZC, Dubai ceases to be its subsidiary during the year.
17. ANNUAL RETURN:
As required pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an annual return is disclosed on the website www.taazastores.com.
18. AUDITORS:
a. Statutory Auditors
The members of the Company in accordance with Section 139 of the Companies Act, 2013 had passed a resolution for appointment of M/s. V Ravi & Co., as statutory auditors of the Company for a period of 5 years in the AGM held on 30.09.2019 to hold office up to the conclusion of 24th Annual General Meeting of the Company to be held in the year 2023-2024.
The notes on accounts referred to in the auditors' report are selfexplanatory and therefore don't call for any further comments by the Board of directors.
There are no qualifications or adverse remarks in the Auditors' Report which require any clarification or explanation.
Statutory Auditors Report
The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the year ended March 31,2022 and has noted that the same does not have any reservation, qualification or adverse remarks.
b. Secretarial Auditor
Pursuant to the provisions of Section 134(3) (f) & Section 204 of the Companies Act, 2013, the Board has appointed M/s. Ankit Singhal & Associates, Practicing Company Secretaries to undertake Secretarial Audit of the Company for financial year ending 31.03.2022. The report of the Secretarial Auditor is enclosed herewith vide Annexure-II of this Report and the same does not have any reservation, qualifications or adverse remarks except that the Company does not have an Internal Auditor.
Reply:
The Company is in the process of appointment of Internal Auditor. Annual Secretarial Compliance Report
Annual Secretarial Compliance Report is not applicable to the Company for financial year ending 31.03.2022.
c. Cost Auditor
Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act, are not applicable for the Company for the year 2021-22.
d. Internal Auditor
The Company has not appointed any Internal Auditor as there is no revenue generation during the year.
19. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:
There have been no frauds reported by the auditor's u/s 143(12).
20. INTERNAL AUDIT AND FINANCIAL CONTROLS:
The Company has adequate internal controls consistent with the nature of business and size of the operations, to effectively provide for safety of its assets, reliability of financial transactions with adequate checks and balances, adherence to applicable statues, accounting policies, approval procedures and to ensure optimum use of available resources. These systems are reviewed and improved on a regular basis. It has a comprehensive budgetary control system to monitor revenue and expenditure against approved budget on an ongoing basis.
21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The Company has not given loans, Guarantees or made any investments attracting the provision of Section 186 of the Companies Act, 2013 during the year under review.
22. RELATED PARTY TRANSACTIONS:
Our Company has formulated a policy on related party transactions which is also available on Company's website at www.taazastores.com. This policy deals with the review and approval of related party transactions.
No related party transactions were entered into during the financial year. There were no material significant related party transactions made by the Company with the Promoters, Directors, Key Managerial Personnel or the Senior Management which may have a potential conflict with the interest of the Company at large.
There were no contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 and therefore no transaction is reported in the Form AOC-2 which is appended as Annexure III of this Report.
No related party transactions were required to be placed before the Audit Committee/Board for approval. Accordingly, no Prior approval of the Audit Committee was required to be obtained.
23. CONSOLIDATED FINANCIAL STATEMENTS:
In compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the ‘Listing Regulations') and Section 129 of the Companies Act, 2013, the Consolidated Financial Statements which have been prepared by the Company in accordance with the applicable provisions of the
Companies Act, 2013 and the applicable Indian Accounting Standards (Ind AS) forms part of this Annual Report.
24. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:
During the year under review no Company has become or ceased to become its subsidiary, joint venture or associate Company Except, Taaza General Trading FZC, Dubai ceases to be its subsidiary during the year.
25. DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars as prescribed under Section 134(3) (m) of the Companies Act, 2013, is provided hereunder:
A. Conservation of Energy:
Your Company's operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.
B. Research & Development and Technology Absorption:
1. Research and Development (R&D): NIL
2. Technology absorption, adoption and innovation: NIL
C. Foreign Exchange Earnings and Out Go:
Foreign Exchange Earnings: NIL Foreign Exchange Outgo: NIL
26. COMMITTEES:
(I). AUDIT COMMITTEE
Audit committee: Terms of reference of Audit committee covers all the matters prescribed under Regulation 18 of the Listing Regulations and Section 177 of the Act, 2013.
Brief Description of Terms of Reference: - Overview of the Company's financial reporting process and disclosure of its financial information to ensure that the financial statements reflect a true and fair position and that sufficient and credible information is disclosed.
i. 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;
ii. Recommending the appointment and removal of External Auditors, fixation of audit fee and approval for payment for any other services;
iii. Review and monitor the auditor's independence and performance, and effectiveness of audit process.
iv. Approval of payment to statutory auditors for any other services rendered by them.
v. Review with the management and statutory auditors of the annual financial statements before submission to the Board with particular reference to:
(a) Matters required to be included in the Directors' 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;
vi. Review of the quarterly and half yearly financial results with the management and the statutory auditors;
vii. Examination of the financial statement and the auditors' report thereon;
viii. Review and monitor statutory auditor's independence and performance and effectiveness of audit process;
ix. Approval or any subsequent modification of transactions with related parties;
x. Scrutiny of inter-corporate loans and investments;
xi. Review of valuation of undertakings or assets of the Company wherever it is necessary;
xii. Evaluation of internal financial controls and risk management systems;
xiii. Review with the management, statutory auditors and the internal auditors about the nature and scope of audits and of the adequacy of internal control systems;
xiv. 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;
xv. 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;
xvi. Consideration of the reports of the internal auditors and discussion about their findings with the management and suggesting corrective actions wherever necessary;
xvii. Look into the reasons for any substantial defaults in payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividend) and creditors, if any;
xviii. Review the functioning of the whistle blower mechanism;
xix. Review and monitor the end use of funds raised through public offers and related matters;
xx. Approval of appointment of Chief Financial Officer after assessing the qualifications, experience and background, etc. of the candidate;
xxi. Frame and review policies in relation to implementation of the Code of Conduct for Prevention of Insider Trading and supervise its implementation under the overall supervision of the Board;
xxii. Discharge such duties and functions as indicated in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Companies Act, 2013 and the rules made thereunder from time to time.
Xxiii. Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding Rs. 100 Crores or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision.
Xxiv. consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders.
Review of the following information:
• management discussion and analysis of financial condition and results of operations;
• management letters / letters of internal control weaknesses issued by the statutory auditors;
• internal audit reports relating to internal control weaknesses;
• The appointment, removal and terms of remuneration of the Chief Internal Auditor shall be subject to review by the Audit Committee.
• Statement of deviations as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
• Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to Stock Exchange(s) in terms of Regulation 32(1).
• Annual statement of funds utilized for purposes other than those stated in the offer document /prospectus / notice in terms of Regulation 32(7).
• The Audit Committee of the listed holding Company shall also review the financial statements, in particular, the investments made by the unlisted subsidiary Company.
• Carrying out any other function as may be referred to the Committee by the Board.
• Authority to review / investigate into any matter covered by Section 177 of the Companies Act, 2013 and matters specified in Part C of Schedule II of the Listing Regulations.
During the financial year 2021-22, (4) four meetings of the Audit Committee were held on the 29.06.2021, 13.08.2021, 13.11.2021, 12.02.2022.
The details of the composition of the Committee and attendance of the members at the meetings are given below:
* Resigned w.e.f 30.09.2021 ** Resigned w.e.f 13.09.2021
# Appointed w.e.f. 30.09.2021
NED (I): Non-Executive Independent director NED: Non-Executive director
During the year, all recommendations of Audit Committee were approved by the Board of Directors.
(II). NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee
(‘NRC') functions in accordance with Section 178 of the Act, Regulation 19 of the Listing Regulations and its Charter adopted by the Board. The terms of reference of the NRC includes:
• Recommend to the Board the setup and composition of the Board, including formulation of the criteria for determining qualifications, positive attributes and independence of a Director.
• Periodical review of composition of the Board with the objective of achieving an optimum balance of size, skills, independence, knowledge, age, gender and experience.
• Support the Board in matters related to the setup, review and refresh of the Committees.
• Devise a policy on Board diversity.
• Recommend to the Board the appointment or reappointment of Directors.
• Recommend to the Board how the Company will vote on resolutions for appointment of
Directors on the Boards of its material subsidiaries.
• Recommend to the Board, the appointment of Key Managerial Personnel (KMP) and executive team members.
• Carry out the evaluation of every Director's performance and support the Board and Independent Directors in the evaluation of the performance of the Board, its Committees and individual Directors, including formulation of criteria for evaluation of Independent Directors and the Board.
• Oversee the performance review process for the KMP and executive team with the view that there is an appropriate cascading of goals and targets across the Company.
• Recommend the Remuneration Policy for the Directors, KMP, executive team and other employees.
• On an annual basis, recommend to the Board the remuneration payable to Directors, KMP and executive team of the Company.
• Review matters related to remuneration and benefits payable upon retirement and severance to MD/EDs, KMP and executive team.
• Review matters related to voluntary retirement and early separation schemes for the Company.
• Provide guidelines for remuneration of Directors on material subsidiaries.
• Recommend to the Board how the Company will vote on resolutions for remuneration of Directors on the Boards of its material subsidiaries.
Assist the Board in fulfilling its corporate governance responsibilities relating to remuneration of the Board, KMP and executive team members.
• Oversee familiarization programmes for Directors.
• Review HR and People strategy and its alignment with the business strategy periodically, or when a change is made to either.
• Review the efficacy of HR practices, including those for leadership development, rewards and recognition, talent management and succession planning.
Perform other activities related to the charter as requested by the Board from time to time.
During the financial year 2021-22, (3) three meetings of the Nomination & Remuneration Committee held on the 13.08.2021, 13.09.2021 and 12.02.2022.
* Resigned w.e.f 13.09.2021
** Resigned w.e.f 30.09.2021
#Appointed w.e.f. 30.09.2021
NED (I): Non Executive Independent Director
NED: Non Executive Director
(III). STAKEHOLDERS RELATIONSHIP COMMITTEE
Terms of reference of the committee comprise of various matters provided under Regulation 20 of the Listing Regulations and section 178 of the Companies Act, 2013 which inter-alia include:
(i) Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, nonreceipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.
(ii) Proactively communicate and engage with stockholders including engaging with the institutional shareholders at least once a year along with members of the Committee/Board/ KMPs, as may be required and identifying actionable points for implementation.
(iii) Review of measures taken for effective exercise of voting rights by shareholders
(iv) 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.
(v) 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.
During the financial year 2021-22, (1) one meeting of the Stakeholders and
Relationship Committee meeting held on the 12.02.2022.
NED (I): Non Executive Independent Director NED: Non-Executive director
27. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with Regulation 22 of SEBI (LoDR) Regulations, 2015, a vigil Mechanism for Directors and employees to report genuine concerns has been established. It also provides for necessary safeguards for protection against victimization for whistle blowing in good faith.
Vigil Mechanism Policy has been established by the Company for directors and employees to report genuine concerns pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013. The same has been placed on the website of the Company.
28. CORPORATE SOCIAL RESPONSIBILITY (CSR, COMPOSITION OF CSR COMMITTEE AND CONTENTS OF CSR POLICY):
Since your Company does not have net worth of Rs. 500 Crores or more or turnover of Rs. 1000 Crores or more or a net profit of Rs. 5 Crores or more during the financial year, section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and hence the Company need not adopt any Corporate Social Responsibility Policy.
29. PUBLIC DEPOSITS:
Your Company has not accepted any deposits falling within the meaning of Sec.73, 74 & 76 of the Companies Act, 2013 read with the Rule 8(v) of Companies (Accounts) Rules 2014, during the financial year under review.
30. SIGNIFICANT & MATERIAL ORDERS PASSED BY COURTS / REGULATORS / TRIBUNALS:
There are no significant and material orders passed by the regulators /courts that would impact the going concern status of the Company and its future operations.
31. DISCLOSURE OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. The Company maintains appropriate system of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances, and are meant to ensure that all transactions are authorized, recorded and reported correctly.
During the period under review, there is no material or serious observations have been noticed for inefficiency or inadequacy of such controls.
Further, details of internal financial control and its adequacy are included in the Management Discussion and Analysis Report which is appended as Annexure IV and forms part of this Report.
32. INSURANCE:
The properties and assets of your Company are adequately insured.
33. CREDIT & GUARANTEE FACILITIES:
The Company has not availed any credit and guarantee facilities during the year.
34. RISK MANAGEMENT POLICY:
Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a robust risk management framework to identify, monitor and minimize risks and also to identify business opportunities. As a process, the risks associated with the business are identified and prioritized based on severity, likelihood and effectiveness of current detection. Such risks are reviewed by the senior management on a periodical basis.
35. SHARE CAPITAL:
The Authorised share capital of the Company stands at Rs.10,00,00,000/- divided into 1,00,00,000 equity shares of Rs.10/- each.
The Paid up share capital of the Company stands at Rs. 7,25,81,100 /- divided into 72,58,110 equity shares of Rs.10/- each.
36. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
Since the paid-up capital of the Company is less than Rs. 10 Crores and Net worth of the Company is less than Rs. 25 Crores, Corporate Governance is Not Applicable.
37. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:
The Management Discussion and Analysis Report, pursuant to the SEBI (LODR) Regulation provides an overview of the affairs of the Company, its legal status and autonomy, business environment, mission & objectives, sectoral and operational performance, strengths, opportunities, constraints, strategy and risks and concerns, as well as human resource and internal control systems is appended as Annexure IV for information of the Members.
38. POLICIES:
The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All the policies are available on our website www.taazastores.com.
39. ENVIRONMENTS AND HUMAN RESOURCE DEVELOPMENT:
Your Company always believes in keeping the environment pollution free and is fully committed to its social responsibility. The Company has been taking upmost care in complying with all pollution control measures from time to time strictly as per the directions of the Government.
We would like to place on record our appreciation for the efforts made by the management and the keen interest shown by the Employees of your Company in this regard.
40. STATUTORY COMPLIANCE:
The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects.
41. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company is having less than 10 employees and therefore not required to constitute Internal Complaints Committee. No Complaints were pending at the beginning of the year or received during the year.
42. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3)OF THE COMPANIES(APPOINTMENT & REMUNERATION) RULES, 2014:
A table containing the particulars in accordance with the provisions of Section 197 (12) of the Act, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure V (a) to this Report.
A statement showing the names of the top ten employees in terms of remuneration drawn and the name of every employee is annexed to this Annual report as Annexure V (b).
During the year, none of the employees is drawing a remuneration of Rs.1,02,00,000/- and above per annum or Rs. 8,50,000/- and above in aggregate per month, the limits specified under the Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
43. RATIO OF REMUNERATION TO EACH DIRECTOR
Under section 197(12) of the Companies Act, 2013, and Rule 5(1) (2) & (3) of the Companies (Appointment & Remuneration) Rules, 2014 read with Schedule V of the Companies Act, 2013 the ratio of remuneration of Director of the Company to the median remuneration of the employees is given elsewhere in the Report.
44. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:
The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2018. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities. The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading, is available on our website (www.taazastores.com).
45. MECHANISM FOR EVALUATION OF THE BOARD:
The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.
The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.
The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.
In a separate meeting of independent directors, performance of nonindependent directors, the board as a whole and the Chairman of the Company was evaluated, taking into account the views of executive directors and nonexecutive directors.
The Board reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.
In the board meeting that followed the meeting of the independent directors the performance of the board, its committees, and individual directors was also discussed.
Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.
46. SECRETARIAL STANDARDS:
The Company is in compliance with the applicable secretarial standards.
47. EVENT BASED DISCLOSURES:
During the year under review, the Company has not taken up any of the following activities except as mentioned:
1. Issue of sweat equity share: NA
2. Issue of shares with differential rights: NA
3. Issue of shares under employee's stock option scheme: NA
4. Disclosure on purchase by Company or giving of loans by it for purchase of its shares: NA
5. Buy back shares: NA
6. Disclosure about revision: NA
7. Preferential Allotment of Shares: NA
48. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):
There is no application filed for corporate insolvency resolution process, by a financial or operational creditor or by the company itself under the IBC before the NCLT
49. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016
During the year under review, there were no applications made or proceedings pending in the name of the Company under Insolvency and Bankruptcy Code, 2016.
50. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:
During the year under review, there has been no one time settlement of loans taken from banks and financial institutions.
51. DEVIATIONS, IF ANY OBSERVED ON FUNDS RAISED THROUGH PUBLIC ISSUE, PREFERENTIAL ISSUE ETC:
During the year under review, company has not raised any funds from public or through preferential allotment.
52. DECLARATION BY THE COMPANY:
The Company has not made any default under Section 164(2) of the Companies Act, 2013, as on March 31,2022.
53. CODE OF CONDUCT COMPLIANCE:
All Members of the Board and Senior Management have affirmed compliance to the Code of Conduct for the Financial Year 2021-22. A declaration signed by the Managing Director affirming compliance with the Company's Code of Conduct by the Board of Directors and Senior Management for the Financial Year 2021-22 as required under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is appended as Annexure VI and forms part of this
Report.
54. NON-EXECUTIVE DIRECTORS' COMPENSATION AND DISCLOSURES:
None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.
No compensation was paid to the Independent and Non-Executive Directors.
55. ACKNOWLEDGEMENTS:
Your Directors wish to place on record their appreciation of the contribution made by the employees at all levels, to the continued growth and prosperity of your Company. Your Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions and shareholders of the Company for their continued support for the growth of the Company.
For and on behalf of the Board
Taaza International Limited