| Dear Members,
The Directors have pleasure in presenting before you the 15th Annual
Report of the Company together with the Audited Statements of Accounts
for the year ended 31st March, 2015. FINANCIAL SUMMARY/HIGHLIGHTS,
OPERATIONS, STATE OF AFFARIS :
The performance during the period ended 31st March, 2015 has been as
under :
Rs. in lakhs
Particular 2014-2015 2013-2014
Total Income 38323.46 39,322.55
Total Expenditure 36490.62 39,080.32
Profit Before Tax 201.27 242.22
Provision for Tax 81.31 82.40
Profit after Tax 119.96 159.82
Transfer to General Reserves - -
Profit available for appropriation 119.96 159.82
Provision for proposed Dividend - -
Provision for Corporate Tax - -
Balance Carried to Balance Sheet 119.96 159.82
1. PERFORMANCE REVIEW:
The revenue from operations for the year ended 31st March, 2015 was Rs.
38323.46 Lacs as compared to Rs. 39322.55 Lacs for the previous year
ending 31st March, 2014. The Profit before tax for the year ended 31st
March, 2015 was Rs. 201.27 Lacs as compared to Rs. 242.22 Lacs for the
year ending 31st March, 2014. The Profit after Tax stood at Rs. 119.96
Lacs for the year ending 31st March, 2015 as compared to Rs. 159.82
Lacs for the previous year ending 31st March, 2014.
2. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:
There were no material changes and commitments affecting financial
position of the company between 31st March and the date of Board's
Report. (i.e. 25.08.2015)
3. CHANGE IN THE NATURE OF 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. BOARD MEETINGS :
The Board of Directors duly met 6 (six) times on 30.05.2014,
14.08.2014, 25.08.2014, 14.11.2014, 14.02.2015 and 31.03.2015 in
respect of which meetings, proper notices were given and the
proceedings were properly recorded and signed in the Minutes Book
maintained for the purpose.
5. DIRECTORS AND KEY MANANGERIAL PERSONNEL :
During the year, Ms. D Vanaja Kumari was appointed as Additional
Director. Now the Board proposes to appoint her as Independent
Director.
Notice has been received from a Member proposing candidature of the
Director namely Ms. D Vanaja Kumari for the office of Independent
Director of the Company. In the opinion of the Board, she fulfils the
conditions specified in the Companies Act, 2013 and the Rules made
there under for appointment as Independent Director of the Company.
Mr. A. Srinivas was appointed as Chief Financial Officer (CFO) of the
company with effect from
05.05.2014.
Mr. N Venugopal will retire by rotation at the ensuing Annual General
Meeting in terms of Section
152 and other applicable provisions of the Companies Act, 2013 and
being eligible offers himself for re-appointment.
Details of re-appointment /appointment of the director:
Name of the Director Ms. D Vanaja Kumari
Date of Birth 07.09.1970
Date of Appointment 31.03.2015
Qualifications Doctor
No. of Shares held in the Company Nil
Directorships held in other companies Century 21st Portfolio Limited
(excluding private limited and Grandma Trading and
foreign companies) Agenicies limited
Positions held in mandatory 3
committees of other companies
Name of the Director Mr. N Venugopal
Date of Birth 08.03.1976
Date of Appointment 14.08.2012
Qualifications MBA
No. of Shares held in the Company 360420
Directorships held in other companies Nil
(excluding private limited and
foreign companies)
Positions held in mandatory Nil
committees of other companies
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 clause 49 of the Equity Listing Agreement.
2.3 "Independent Director" means a director referred to in sub-section
(6) of Section 149 of the Companies Act, 2013 and Clause 49(II)(B) of
the Equity Listing Agreement.
3. Policy:
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 HRNR
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 fulfill the following
requirements:
* shall possess a Director Identification Number;
* shall not b 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, Equity listing Agreements and 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, as laid down in companies Act, 2013
and Clause 49 of the Equity Listing Agreement, is as below:
3.2.3 An independent director in relation to a company, means a
director other than a managing director or a whole-time director or a
nominee director-
3.2.3 The independent Director shall abide by the "code for independent
Directors "as specified in Schedule IV to the companies A ct, 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 HRNR
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.
3.3.2 A Director shall not serve as director in more than 20 companies
of which not more than 10 shall be public limited companies.
3.3.3 A Director shall not serve an 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
chaiman of more than 5 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. Scope:
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 Office; 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 clause 49 of the Equity Listing
Agreement.
3. Policy:
3.1 Remuneration to Executive Director and key managerial personnel
3.1.1 The Board on the recommendation of the Nomination and
Remuneration committee (NR) 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) Stock Options
(iv) Commission (Applicable in case of Executive Directors)
(v) Retrial benefits
(vi) 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 & 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.
3.2.2 Non - Executive Directors shall be entitled to sitting fees
attending the meetings of the Board and the Committees thereof. The
Non- Executive Director 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.
6. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS
The Company has received a declaration from Mr. G V Kamath, Mr. Y
Satish Kumar and Ms. D Vanaja Kumari, 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.
7. COMPOSITION OF AUDIT COMMITTEE :
I. The Audit Committee of the Company is constituted in line with the
provisions of Clause 49 of the Listing Agreements with the Stock
Exchanges read with Section 177 of the Companies Act, 2013.
II. The terms of reference of the Audit Committee include a review of
the following:
* 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.
* Recommending the appointment and removal of external auditors,
fixation of audit fee and also approval for payment for any other
services.
* Discussion with external auditors before the audit commences, of the
nature and scope of audit as well as post-audit discussion to ascertain
any area of concern.
* Reviewing the financial statements and draft audit report including
quarterly / half yearly financial information.
* Reviewing with management the annual financial statements before
submission to the Board, focusing on:
1. Any changes in accounting policies and practices;
2. Qualification in draft audit report;
3. Significant adjustments arising out of audit;
4. The going concern concept;
5. Compliance with accounting standards;
6. Compliance with stock exchange and legal requirements concerning
financial statements and
7. Any related party transactions
* Reviewing the company's financial and risk management's policies.
* Disclosure of contingent liabilities.
* Reviewing with management, external and internal auditors, the
adequacy of internal control systems.
* Reviewing the adequacy of internal audit function, including the
audit character, the structure of the internal audit department,
approval of the audit plan and its execution, staffing and seniority of
the official heading the department, reporting structure, coverage and
frequency of internal audit.
* Discussion with internal auditors of any significant findings and
follow-up thereon.
* Reviewing the findings of any internal investigations by the internal
auditors into the 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.
* Looking into the reasons for substantial defaults in payments to the
depositors, debenture holders, shareholders (in case of non-payment of
declared dividends) and creditors.
* Reviewing compliances as regards the Company's Whistle Blower Policy.
III. The previous Annual General Meeting of the Company was held on
30.09.2014 and Chairman of the Audit Committee, attended previous AGM.
IV. The composition of the Audit Committee and the attendance of each
member of the Audit Committee are given below:
The Company has complied with all the requirements of Clause 49 (II)
(A) of the Listing Agreement relating to the composition of the Audit
Committee. During the financial year 2014-2015, (4) four meetings of
the Audit Committee were held on the 30.05.2014, 14.08.2014, 14.11.2014
and 14.02.2015.
The details of the composition of the Committee and attendance of the
members at the meetings are given below:
Name Designation Category
Mr. G V Kamath Chairman NED(I)
Mr. N Venugopal Member NED(Professional)
Mr. Y Satish Kumar Member NED(I)
*Mrs.D Vanaja Kumari Member NED(I)
Name No of No of
Meetings held Meetings attended
Mr. G V Kamath 4 4
Mr. N Venugopal 4 4
Mr. Y Satish Kumar 4 4
*Mrs.D Vanaja Kumari 4 0
* Appointed w.e.f. 31.03.2015
NED (I) : Non Executive Independent Director
V. NOMINATION & REMUNERATION COMMITTEE The details of composition of
the Committee are given below:
Name Designation Category
Mr. G V Kamath Chairman NED(I)
Mr. Y Satish Kumar Member NED(I)
*Ms. D Vanaja Kumari Member NED(I)
* Appointed w.e.f. 31.03.2015
NED (I) : Non Executive Independent Director
ED : Executive Director
Terms of reference:
The main term of reference of the Committee is to approve the
fixation/revision of remuneration of the Managing Director/Whole Time
Director of the Company and while approving:
To take into account the financial position of the Company, trend in
the industry, appointee's qualification, experience, past performance,
past remuneration etc.
To bring out objectivity in determining the remuneration package while
striking a balance between the interest of the Company and the
Shareholders
Remuneration Policy:
The objectives of the remuneration policy are to motivate Directors to
excel in their performance, recognize their contribution and retain
talent in the organization and reward merit.
The remuneration levels are governed by industry pattern,
qualifications and experience of the Directors, responsibilities
shouldered, individual performance etc.
The details of remuneration paid to the Executive and Non Executive
Directors for the financial year 2014-2015 are given below:
Mr. A Srinivas (Executive director) has drawn a remuneration of Rs.
15,00,000/- for the year ended 31.03.2015 and Mr. P Ravinder Rao
(Managing Director) has drawn a remuneration of Rs. 15,00,000/- for the
year ended 31.03.2015.
None of the Director is drawing any Commission, Perquisites, Retirement
benefits etc
VI. STAKEHOLDERS RELATIONSHIP COMMITTEE
A.) Composition:
The Details of composition of the Committee are given below:
Name Designation Category
Ms. D Vanaja Kumari Chairman NED(I)
Mr. G V Kamath Member NE NID(I)
Mr. Y Satish Kumar Member NED(I)
NED (I) : Non Executive Independent Director NE NID(1): Non Executive
Non Independent Director B) Powers:
The Committee has been delegated with the following powers:
* To redress shareholder and investor complaints relating to transfer
of shares, Dematerialization of Shares, non-receipt of Annual Reports,
non-receipt of declared dividend and other allied complaints.
* To approve, transfer, transmission, and issue of duplicate / fresh
share certificate(s)
* Consolidate and sub-division of share certificates etc.
* To redress, approve and dispose off any, other complaints,
transactions and requests etc., received from any shareholder of the
company and investor in general.
* The Board has delegated the power to process the transfer and
transmission of shares to the Registrar and Share Transfer Agents, who
process share transfers within a week of lodgement in the case of
shares held in physical form.
The Company has designated an exclusive e-mail ID called
info@taazastores.com complaints/ grievances.
VII. RISK MANAGEMENT COMMITTEE
A.) Composition:
The Details of composition of the Committee are given below:
Name Designation Category
Mr. G V Kamath Chairman NE NID(I)
Mr. P. Ravinder Rao Member ED
Mr. A. Srinivas Member ED
NED (I) : Non Executive Independent Director ED : Executive Director
Role and Responsibilities of the Committee includes the following :
* Framing of Risk Management Plan and Policy
* Overseeing implementation of Risk Management Plan and Policy
* Monitoring of Risk Management Plan and Policy
* Validating the process of risk management
* Validating the procedure for Risk minimisation.
* Periodically reviewing and evaluating the Risk Management Policy and
practices with respect to risk assessment and risk management
processes.
* Continually obtaining reasonable assurance from management that al
known and emerging risks have been identified and mitigated or managed.
8. VIGIL MECHANISM :
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.
9. DIRECTOR'S RESPONSIBILITY STATEMENT:
In pursuance of section 134 (5) of the Companies Act, 2013, the
Directors hereby confirm that:
(a) In the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) The Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit and
loss of the company for that period;
(c) The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
(d) The Directors had prepared the annual accounts on a going concern
basis; and
(e) The Directors, had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
(f) The Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
10. 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.
11. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION
OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:
As on 31st March, 2015, the Company has two wholly owned Subsidiary
Companies namely M/s Taaza International PTE Limited in Singapore and
M/s. Taaza General Trading FZC in Dubai. The Financial performance of
the subsidiary Companies is attached as Annexure to this Report.
12. EXTRACT OF 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 extract of annual return in MGT 9 as a part of this Annual
Report (FORMAT IN ANNEXURE I)
13. AUDITORS AND AUDITORS REPORT
In the previous Annual General Meeting ( 14thAGM), the Company
appointed M/s. M M Reddy & Co,, Chartered Accountants as statutory
Auditors to hold office until the conclusion of the 17th Annual General
Meeting for the FY 2016-17. The Company has already received letter
from them to the effect that their ratification, if made by the
shareholders, would be within the prescribed limits and that they are
not disqualified for re-appointment within the meaning of the Companies
act 2013. The Board of Directors recommend their re-appointment/
ratification for the financial year 2015-16.
INTERNAL AUDIT:
The Company has not appointed any Internal Auditor during the Financial
Year 2014-15. SECRETARIAL AUDIT :
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of managerial
personnel) Rules 2014, Mr. S. Sarveswar Reddy, Practicing Company
Secretary has conducted Secretarial Audit of the Company for the FY
201415. The Secretarial Audit Report for the FY 2014-15 is annexed
hereto and forms part of this Annual report. Secretarial Audit Report
is self explanatory and does not call for any further comments.
14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
OUTGO:
The required information as per Sec.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. 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 : Rs. 4,69,23,959/-
Foreign Exchange Outgo : Rs. 6,28, 645/-
15. DETAILS RELATING TO DEPOSITS, COVERING THE FOLLOWING :
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.
16. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
Your Company has well established procedures for internal control
across its various locations, commensurate with its size and
operations. The organization is adequately staffed with qualified and
experienced personnel for implementing and monitoring the internal
control environment. The internal audit function is adequately
resourced commensurate with the operations of the Company and reports
to the Audit Committee of the Board.
17. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:
During the period under review there were no significant and material
orders passed by the regulators or Courts or Tribunals impacting the
going concern status and the company's operations in future.
18. INSURANCE:
The company's properties have been adequately insured against major
risks. All the insurable interests of your Company including
inventories, buildings, plant and machinery, stock and liabilities
under legislative enactments are adequately insured.
19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The company has not given loans, Guarantees or made any investments
during the year under review.
20. RISK MANAGEMENT POLICY:
Your Company follows a comprehensive system of Risk Management. Your
Company has adopted a procedure for assessment and minimization of
probable risks. It ensures that all the risks are timely defined and
mitigated in accordance with the well structured risk management
process.
21. CORPORATE SOCIAL RESPONSIBILTY POLICY:
Since your Company do not have the net worth of Rs. 500 Crore or more,
or turnover of Rs. 1000 Crore or more, or a net profit of Rs. 5 Crore
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.
22. RELATED PARTY TRANSACTIONS:
All contracts/arrangements/transactions entered by the Company during
the financial year with related parties were in the ordinary course of
business and on arm's length basis. During the year, the Company had
not entered into any contract/arrangement/transaction with related
parties which could be considered material in accordance with the
policy of the company on materiality of related party transactions.
The Policy on materiality of related party transactions and dealing
with related party transactions as approved by the Board may be
accessed on the Company's website at www.taazastores.com.
23. FORMAL ANNUAL EVALUATION:
As per section 149 of the Companies Act, 2013 read with clause VII (1)
of the schedule IV and rules made thereunder, the independent directors
of the company had a meeting on 23.03.2015 without attendance of
non-independent directors and members of management. In the meeting the
following issues were taken up:
(a) Review of the performance of non-independent directors and the
Board as a whole;
(b) Review of the performance of the Chairperson of the company, taking
into account the views of executive directors and non-executive
directors;
(c) Assessing the quality, quantity and timeliness of flow of
information between the company management and the Board that is
necessary for the Board to effectively and reasonably perform their
duties.
The meeting also reviewed and evaluated the performance of
non-independent directors. The company has 2 (two) non-independent
directors namely:
i. ) Mr. P Ravinder Rao - Managing Director
ii. ) Mr. A Srinivas - Executive Director cum CFO.
The meeting recognized the significant contribution made by Mr. P
Ravinder Rao and Mr. A Srinivas, non- independent directors in the
shaping up of the company and putting the company on accelerated growth
path. They devoted more time and attention to bring up the company to
the present level.
The meeting also reviewed and evaluated the performance the Board as
whole in terms of the following aspects:
* Preparedness for Board/Committee meetings
* Attendance at the Board/Committee meetings
* Guidance on corporate strategy, risk policy, corporate performance
and overseeing acquisitions and disinvestments.
* Monitoring the effectiveness of the company's governance practices
* Ensuring a transparent board nomination process with the diversity of
experience, knowledge, perspective in the Board.
* Ensuring the integrity of the company's accounting and financial
reporting systems, including the independent audit, and that
appropriate systems of control are in place, in particular, systems for
financial and operational control and compliance with the law and
relevant standards.
Mr. P Ravinder Rao, chairman of the company has performed well by
attending board meetings regularly, by taking active participation in
the discussion of the agenda and by providing required guidance from
time to time to the company for its growth etc.
It was noted that the Board Meetings have been conducted with the
issuance of proper notice and circulation of the agenda of the meeting
with the relevant notes thereon.
24. DISCLOSURE ABOUT COST AUDIT:
Cost Audit is not applicable to your Company.
25. 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, a
remuneration of Rs. 15,00,000/- is being paid to Sri. A Srinivas,
Executive director of the Company and a remuneration of Rs. 15,00,000/-
is being paid to Mr. P Ravinder Rao, Managing Director of the Company.
26. LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the
year 2015-2016 to Bombay Stock Exchange where the Company's Shares are
listed.
27. 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.
28. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS
GOVERNING THE COMPANY
The Company is not a NBFC, Housing Companies etc., and hence Industry
based disclosures is not required.
29. EVENT BASED DISCLOSURES
During the year under review, the Company has not taken up any of the
following activities:
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
30. EMPLOYEE RELATIONS:
Your Directors are pleased to record their sincere appreciation of the
contribution by the staff at all levels in the improved performance of
the Company.
None of the employees is drawing Rs. 5,00,000/- and above per month or
Rs.60,00,000/- and above in aggregate per annum, the limits prescribed
under Section 134 of the Companies Act, 2013
31. 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. Internal Complaint
Committee (ICC) has been set up to redress complaints received
regarding sexual harassment. All employees are covered under this
policy.
The following is the summary of sexual harassment complaints received
and disposed during the calendar year.
* No. of complaints received: Nil
* No. of complaints disposed off: Nil
32. 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
Sd/-
Place: Hyderabad P Ravinder Rao
Date: 25.08.2015 Chairman
DIN: 01445527
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