To
The Members
Your Directors present the 30th Annual Report of the Company highlighting the business and operations of the Company and the Audited Financial Statements for the Financial Year ended 31st March, 2023.
1. FINANCIAL RESULTS
The Company's financial performance for the year ended March 31, 2023 is summarized below:
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2. FINANCIAL HIGHLIGHTS AND OPERATION
The Key highlights pertaining to the business of the Company for the Financial Year 2022-23 have been given hereunder:
• The Total Revenue from operations of the Company during the financial year 2022-23 was Rs. 11,143.47 Lakhs against the revenue from operations of Rs. 16,154.55 Lakhs in the previous financial year 2021-22.
• The Net Profit/(Loss) before tax and prior item for the year under review at Rs. 66.63 Lakhs was more than the loss in the previous year of Rs. (4,060.10) Lakhs.
• The Net Profit/(Loss) after tax for the year under review at Rs. 9.15 Lakhs was more than that of loss in the previous year of Rs. 2,896.28 Lakhs. The Earning Per Share (EPS) of the company is minus Rs. (0.04) per share.
• This year overall business performance remained low due to Shortage of working capital. In F.Y. 2021-22 due to deterioration, the stock which was found unfit for human consumption was identified as deteriorated stock & valued at realizable value which resulted in loss of approx. Rs. 3381.31 Lacs, there is no such deteriorated stock identified in F.Y. 2022-23.
• Your Directors are hopeful about the performance of the company to be better in the upcoming financial years.
3. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATED AND THE DATE OF THE REPORT
There are no material changes and commitments affecting financial position of the company, which occurred after the end of the financial year i.e., March 31, 2023 except the Restructuring proposal with the Lender.
The company is engaged in the business of procurement and processing of milk and manufacturing and sale of Ghee, Butter, Milk Powder, packaged milk and other milk products. These are edible items for human consumption and have limited shelf life and are perishable in nature. As stated in the Audited Balance Sheet of March 31st, 2022, the company has been victim of a series of extraneous circumstances due to COVID-19; such as low demand on account of elongated lock downs in 2020 and 2021 which was the peak off take season, piling of inventory resulting into expiry of shelf life of the products, downward correction in the inventory prices, delay in realization of debtors.
These factors have adversely impacted its cash flows and repayment capacity of the Company resultant the Company could not service its debt on time and the accounts with the bank have been classified as sub standard by the bank. These events which were entirely beyond the control of the management have had material and adverse impact on the operations and prospects of the company.
Recognizing the issues at hand, the company and its management have engaged with the lenders for restructuring of their dues and proposal for the same has been approved by the lenders and implemented. The effects of restructuring proposal have been incorporated in the Financial Statements.
In accordance with IND AS 109 Company has done initial recognition of restructured loans at fair value due to which there is gain of Rs 1022.11 lacs which has been recognized in the profit & loss account and disclosed as exceptional item.
The standalone financial statement the recovery of outstanding receivables are slow due to accumulation of stocks with dealers and distributors and withholding of the payment by them. The Company has made provision of Rs 831.84 lacs for expected credit loss and doubtful receivables from customer. Determining Expected Credit Loss includes management judgment and is subject to high degree of estimation and assumptions.
4. DIVIDEND
In view of losses incurred by the company during the year under review, the Board of directors has not recommended dividend for the Year ended on 31st March, 2023.
5. TRANSFER TO RESERVES
In view of losses incurred by the company during the year under review, the Company has not transferred any amount to reserve for the year ended on 31st March, 2023.
6. CHANGE IN SHARE CAPITAL STRUCTURE
During the year under review, the company has made changes in the Capital Structure:
A) AUTHORISED SHARE CAPITAL
During the year under review 2022-23, the Authorised share capital of the company is Rs.36,25,00,000/-(Rupees Thirty-Six Crores Twenty Five Lakhs only) divided into 2,40,00,000 equity shares of Rs.10 each and 1,22,10,000 Optionally Convertible Preference Shares of Rs. 10 each.
a. The Board of Directors in their meeting held on 15th October, 2022, has decided to increase the Authorised Share Capital of the Company from Rs. 24,00,00,000 (Rupees Twenty Four Crore) divided into 2,40,00,000 (Two Crore Forty Lakh) Equity Shares of Rs.10 (Rupees Ten Only) each to Rs. 36,25,00,000 (Rupees Thirty Six Crore Twenty Five Lakh only) divided into 2,40,00,000 (Two Crore Forty Lakh) Equity Shares of Rs.10 (Rupees Ten Only) each and 1,22,50,000 (One Crore Twenty Two Lakh Fifty two Thousand) preference shares of Rs.10 (Rupees Ten Only) each subject to the approval of shareholders, which was obtained in the Extra Ordinary General Meeting held on 16th November, 2022. Accordingly the Capital Clause of the Memorandum of Association was also altered on 16th November, 2022.
B) ISSUED, SUBSCRIBED AND PAID UP SHARE CAPITAL:
During the under review 2022-23, the issued, subscribed and paid up share capital of the company is Rs.32,64,00,000 (Thirty-Two Crores Sixty-Four Lakhs only) divided into 2,04,30,000 Equity shares of Rs.10 each and 1,22,10,000 Optionally Convertible Preference Shares of Rs. 10 each.
a. The Board of Directors have issued 1,22,10,000 (One Crore Twenty Two Lakh Ten Thousand) Optionally Convertible Preference Shares of Rs. 10 (Rupees Ten only) each aggregating to Rs. 12,21,00,000 (Rupees Twelve Crore Twenty One Lakh only) on preferential basis to lender (Punjab National Bank) pursuant to restructuring of debt of the company, subject to the approval of shareholders which was obtained on 16thNovember, 2022 and the same were allotted on 26th November, 2022.
C) ISSUE OF BONUS SHARES:
During the year under review 2022-23, there was no Bonus issue of equity shares.
D) BUY BACK OF SECURITIES:
The Company has not bought back any of its securities during the year under review.
E) ISSUE OF SHARES WITH DIFFERENTIAL VOTING RIGHTS, SWEAT EQUITY SHARES AND EMPLOYEES STOCK OPTIONS:
During the financial year under review the company has not issued any shares with differential voting rights nor granted stock option, nor Sweat Equity.
F) PROVISION OF MONEY BY COMPANY FOR PURCHASE OF ITS OWN SHARES BY EMPLOYEES OR BY TRUSTEES FOR THE BENEFIT OF EMPLOYEES: N.A.
7. MATERIAL CHANGES DURING THE FINANCIAL YEAR 2022-23
During the year under review there is no material changes except the company have engaged with the lenders for restructuring of their dues and proposal for the same has been submitted which is under consideration of the lenders.
8. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There are no significant, material orders passed by the regulators or Courts or Tribunals, which would impact the going concern status of the company and its future operations.
9. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES
During the year under review no company has become or ceased to be its subsidiaries, joint venture or Associate Company.
10. ACCOUNTS, AUDITORS AND AUDIT REPORT
Statutory Auditor
M/s. Gupta Agarwal & Sultania, Chartered Accountants, Kanpur (FRN- 018782C), Statutory Auditors of the Company were appointed as Statutory Auditors of the Company for a period of five years at the 29th Annual General Meeting of the Company held on 30th September, 2021 for the term of Five Years till the conclusion of 34th Annual General Meeting of the Company pursuant to provisions of Section 139(1) of the Companies Act, 2013. The statutory auditor has resigned from his office before expiring of the tenure of five years, due to Health issue of engagement partner and pre occupation in other assignments of the firm.
The Company approached M/s. AKGSR & Co. (FRN-027579N), Chartered Accountants, for their appointment as a Statutory Auditor of the Company. Based on the recommendations of the Audit Committee for appointment, remuneration and terms of appointment of the Statutory Auditors of the Company, the Board at its meeting held on 02nd September, 2023 proposed the appointment of M/s AKGSR & Co. (FRN- 027579N), Chartered Accountants, as Statutory Auditors of the Company. AKGSR & Co., Chartered Accountants is an ICAI registered firm formed by a group of fresh enthusiastic chartered accountants with a definite aim of providing quality professional service. AKGSR & Co. was founded to serve as an organization providing services in all spheres of finance and accounts under one roof. The firm has a strong presence in the strategic locations of New Delhi.
The terms of appointment include quarterly audit of Standalone Financial Results and Annual Audit of Standalone Financial statements in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time along with the issuance of certificates in accordance with requirements of the Act, SEBI and RBI.
M/s. AKGSR & Co., Chartered Accountants, will be paid an annual remuneration / fees of Rs.3,00,000 (Rupees Three Lakhs Only) plus out of pocket expenses and taxes as applicable from time to time, for the purpose of audit of the Company's accounts. The power may be granted to the Board/ Audit Committee to alter and va ry the terms and conditions of appointment, revision including upward revision of the remuneration during the tenure of appointment, in such manner and to such extent as may be mutually agreed with the Statutory Auditors. The remuneration paid to the Statutory Auditors will be disclosed in the Corporate Governance Report as well as the Annual Financial Statements of the Company on an annual basis.
Members are requested to consider the appointment of M/s AKGSR & Co. Chartered Accountants (FRN- 027579N), as the Statutory Auditors.
Accounts:
The notes on financial statement referred to in the Auditor's Report except below mentioned qualified opinion and emphasis of matter, all are self- explanatory and do not call for any further comments.
Auditors' Report:
The Audit Reports dated May 30, 2023 issued by M/s. Gupta Agarwal & Sultania, Chartered Accountants, Statutory Auditors on the company's standalone financial statements for the financial year ended 2022-23 is a part of Annual Report.
Responses to qualifications, observations & emphasis of matter made by the statutory auditors in Standalone Audit Report:
Audit Qualifications: Refer to the section of "Basis of Qualified Opinion" of the Independent Auditors' Report on Financial Statements (Standalone).
1. As stated in note number 8(iii) of the standalone financial statement the recovery of outstanding receivables are slow due to accumulation of stocks with dealers and distributors and withholding of the payment by them. The Company has made provision of Rs 831.84 lacs for expected credit loss and doubtful receivables from customer. Determining Expected Credit Loss includes management judgment and is subject to high degree of estimation and assumptions.
Explanation and comments of the Board on Audit Qualifications:
1. Company has been facing slow recovery of outstanding receivables from dealers and distributors. The management of the Company has been decided to make provision of Rs 831.84 lacs for expected credit loss and doubtful receivables. The expected credit loss and doubtful receivables is Rs. 831.84 lacs and have been adjusted in accounts by making provision for expected credit impairment at the end of the year.
2. The management has assessed the deteriorated stock and valued it on realisable value and then the difference has been written off.
3. In 2021-22 the Statutory Auditor of the Company has given qualified opinion in the Audit Report for the year ended 31st March, 2022 which states that "As stated in the Note no. I of the statement regarding valuation of deteriorated stock which was not fit for human consumption as per FSSAI norms and resulted loss of Rs.3381.31 Lacs, the assessment of quantity and valuation of stock is done by the management. We are unable to comment on such impairment and resultant loss on such valuation.
The statement on impact of Audit Qualifications for audit report with modified opinion is attached along with Standalone Audited Financial Statements.
The notes on financial statement referred to in the Auditor's Report except above mentioned qualification, all are self- explanatory and do not call for any further comments. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.
Secretarial Auditor
M/s. GSK & Associates, Practicing Company Secretaries, were appointed to conduct the Secretarial audit of the Company for the financial year 2022-23 in the board meeting held on May 30, 2023, in terms of Section 204 of the Companies Act, 2013 and the rules there under. The Secretarial Audit Report for the financial year 2022-23 forms the part of the Directors' Report as ANNEXURE-I to the Directors' Report and the points given in the Report are selfexplanatory and do not call for any further comments.
Internal Auditor:
Company has appointed Mr. Ved Prakash Agnihotri, as Internal Auditor of the Company, to conduct internal audit and to review internal controls and operating systems and procedures as per the scope of the audit. The Internal Audit Reports of the company are reviewed by the Audit Committee on monthly basis. The Internal Auditors send the quarterly audit observation to the company and the same were presented to the Audit Committee.
Cost Auditor:
In conformity with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Board of Directors of the company has, on recommendation of the Audit Committee has appointed M/s Rakesh Misra and Co., Cost Accountant (Firm Registration No. 000249) as the Cost Auditors, for conducting the audit of Cost Records of the Company pertaining to Milk and milk products manufactured by and produced by the company covered under Central Excise Tariff Act, Heading 04022910 and 19059090 respectively in compliance with the Companies (Cost Records and Audit Rules), 2014.
The Board of Directors at their meeting held on May 30, 2023 have appointed M/s Rakesh Misra and Co., Cost Accountant as Cost Auditor for the financial year 2023-24, at a remuneration as specified in the notice convening the Annual General Meeting. Accordingly, the Board recommends the same for ratification by the shareholders at the ensuing Annual General Meeting. The Audit of the Cost Records for the financial year ended 31st March 2023, is being conducted by the said firm and the Report will also be filed with the Ministry of Corporate Affairs, Government of India.
Disclosure as per The Companies (Accounts) Amendment Rules, 2018:
Company has made and maintained its Cost accounts and records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014
11. CHANGE IN NATURE OF BUSINESS, IF ANY
There was no change in the nature of the main business carried on by the company during the period under review. However, your directors looking forward on the business model which would not be a substitute but a complementary to the current business model.
12. DETAILS OF DIRECTORS & KEY MANAGERIAL PERSONNEL
The Board of Directors is duly constituted with an optimum combination of Executive and Non- Executive Directors, Independent Directors and one Woman Director.
• Mrs. Vimi Sinha (DIN: 07311247) was re-appointed as Independent Woman Director for a second term of five consecutive years commencing from 31st September, 2022 to 03rd September, 2027 by the Board of Directors in their meeting dated 03rd September, 2022 subject to the Shareholder's approval which was duly obtained in the Annual General Meeting held on 30th September, 2022.
• Ms. Nishi Sheikh, resigned from the post of Company Secretary and Compliance Officer w.e.f. 21st January, 2023.
• In accordance with the provisions of the Companies Act, 2013, Mr. Atul Mehra (DIN: 00811607), Director of the Company will retire by rotation at the forthcoming Annual General Meeting ("AGM") and being eligible offers himself for re-appointment. A brief profile of Mr. Atul Mehra is provided in the accompanying Notice convening the AGM.
Except for the above, there was no change in the Directors of the Company and Key Managerial Personnel ("KMP") of the Company during the year under review.
Note:- Mr. Shamshad Alam succeeded his as the new Company Secretary and Compliance Officer of the Company w.e.f 19th April, 2023.
A brief on the composition of the Board of Directors of the Company is annexed to this report as "ANNEXURE-A".
13. INDEPENDENT DIRECTOR DATABANK REGISTRATION
Pursuant to a notification dated October 22, 2019 issued by the Ministry of Corporate Affairs, all directors have completed the registration with the Independent Directors Databank. Requisite disclosures have been received from the directors in this regard. Your Company has received annual declarations from all the Independent Directors of the Company confirming that they have already registered their names with the data bank maintained by the Indian Institute of Corporate Affairs ["MCA"] as prescribed by the Ministry of Corporate Affairs under the relevant rules.
14. DEPOSITS
During the year under review, your Company has not invited nor accepted any deposits from the public pursuant to the provisions of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 and no amount of principal or interest was outstanding in respect of deposits from the public as on the date of balance sheet.
15. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Since the Company owns a Manufacturing facility, the particulars relating to conservation of energy and technology absorption stipulated in the Company (Accounts) Rules, 2014 are applicable, so the following are the details of Conservation of Energy, Technology absorption, foreign exchange earnings and outgo.
CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION
a) Conservation of Energy:
& Development, if any
EXPORT ACTIVITIES
- During the financial year 2022-23 under review, the foreign exchange earnings is NIL
FOREIGN EXCHANGE EARNINGS AND OUTGO
During the financial period under review, following are the Inflow and Outflow of Foreign Exchange:
16. EXTRA ORDINARY GENERAL MEETINGS / POSTAL BALLOT
During the year under review, the Company has conducted an Extra Ordinary General Meeting dated 16th November 2022:
1. pursuant to the provisions of Sections 13, 61, 64 and all other applicable provisions, if any, under the Companies Act, 2013 and rules framed thereunder (including any amendment thereto or re-enactment thereof) for seeking the approval of the Members of Tasty Dairy Specialities Limited (the "Company") by way of ordinary resolutions for Increase in Authorised Share Capital R 24,00,00,000 (Rupees Twenty- Four Crores) divided into 2,40,00,000 (Two Crores Forty Lacs) Equity Shares of Rs. 10/- (Rupees Ten Only) each be and is hereby increased to Rs. 36,25,00,000 (Rupees Thirty Six Crores Twenty Five Lakhs) divided into 2,40,00,000 (Two Crores Forty Lacs) Equity Shares of Rs. 10/- (Rupees Ten Only) each and 1,22,50,000 preference shares of Rs. 10, (Rupees Ten) each by creation of 1,22,50,000 preference shares of Rs. 10 (Rupees Ten) each.
2. pursuant to the provisions of Sections 42, 55 and 62 read with Rule 9 of the Companies (Share Capital and Debentures) Rules, 2014 and all other applicable provisions of the Companies Act, 2013 and the Rules framed thereunder including any statutory modification(s) or re-enactment(s) thereof for the time being in force, and in accordance with the provision of the Memorandum and Articles of Association of the Company, the provisions of Chapter V- "Preferential Issue" and other applicable provision if any, of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended (hereinafter referred to as "ICDR Regulations"), the provision of the Securities and Exchange Board of India (Substantial Acquisitions of Shares and Takeover) Regulations, 2011 as amended ("hereinafter referred to as SEBI(SAST) Regulations"), the provision of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the "Listing Regulations/ LODR Regulations") for seeking the approval of the Members of Tasty Dairy Specialities Limited (the "Company") by way of special resolutions for to issue 1,22,10,000 Optionally Convertible Preference Shares of Rs. 10 each.
16. DISCLOSURES
a. EXTRACT OF ANNUAL RETURN
A copy of the annual return for financial year 2022-23 is placed on the website of the Company at www.tastydairy.com under investor section, under Annual Report sub-section, prepared in accordance with the provisions of the Companies Act, 2013 with the information available up to the date of this report, and shall be further updated as soon as possible but no later than sixty days from the date of the Annual General Meeting. (Refer http:// tastvdairv.com/images/Draft%20annual%20return%20fv2022-23.pdf )
b. NUMBER OF MEETINGS OF BOARD
7 (Seven) meetings of the Board of Directors.
9 (Nine) committee meetings as per annexures. 1 (One) Exclusive meeting of Independent directors held during the year. The detail of which is annexed to this report as "Annexure-B".
c. DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:
(i) The applicable accounting standards have been duly followed in the preparation of Accounts for the year and that there have been no material departures there from;
(ii) The Directors 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 as at the end the financial year and of the profit of the Company for the year ended on that date;
(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) The Directors had prepared the accounts for the year on a going concern basis;
(v) 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; and
(vi) 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.
d. DECLARATION BY INDEPENDENT DIRECTORS
Mr. Narendra Shankar Sathe, Mr. Neeraj Kanodia and Mrs. Vimi Sinha, Independent Directors of the Company have submitted the declaration of Independence as required pursuant to section 149(7) of the Companies Act, 2013 at the first board meeting held during the financial year, stating that they meet the criteria of Independence as provided in section 149(6) of the Companies Act, 2013.
e. COMMITTEES OF THE BOARD
During the year under review, the Board has 5 committees: Audit Committee, Nomination & Remuneration Committee, the Corporate Social Responsibility Committee, Stakeholders' Relationship Committee and Management committee and 1 Internal Complaint Committee.
AUDIT COMMITTEE
As per the provisions of Section 177 of the Companies Act, 2013, Audit Committee of the Board of Directors of the company has an optimum composition of Executive, Non-executive and Independent Director as required under the Act and the members of Audit Committee met Five (5) times during the year.
Date of Audit committee meetings
NOMINATION AND REMUNERATION COMMITTEE AND POLICY
As per the provisions of Section 178 of the Companies Act, 2013, The Nomination and Remuneration Committee of the Board of Directors of the company has an optimum composition of Executive, Non-executive and Independent Director as required under the Act and the members of Nomination and Remuneration Committee met 2 (Two) times during the year.
The details of the composition and meetings of its committees is provided:
CORPORATE SOCIAL RESPONSIBLITIES COMMITTEE
The Board has constituted the Corporate Social Responsibility Committee and based on the recommendation of the Committee approved the CSR Policy of the Company in accordance with Section 135 of the Act and rules made thereunder and the members of CSR Committee met 1 (One) time during the year.
STAKEHOLDER'S RELATIONSHIP COMMITTEE
During the year under review, the members of Stakeholder's Relationship Committee met 1 (one) time during the year. The details of the composition and meetings of its committees is provided:
f. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013
Particulars of loans, guarantees and investments under Section 186 of the Companies Act, 2013 are provided in the notes to the financial statements for the year ended March 31, 2023
During the year under review, company has not made any Loans, guarantee, and investment which requires compliance of Section 186(3) of the Companies Act, 2013.
g. BOARD EVALUATION
Pursuant to the provisions of section 134(3)(p) the Companies Act, 2013, the Board of directors of the company is committed to get its performance evaluated in order to identify its strength and areas in which it may improve its functioning. In this regard, the Nomination and Remuneration Committee has established the process for evaluation of the performance of Directors, including the Independent Directors.
The company has devised a policy naming (Nomination & Remuneration Policy) for performance evaluation of Independent Directors, Board, Committees and other individual directors which includes the criteria and process for the performance evaluation of the Executive/ Non-executive directors and Committees and board as a whole. The policy is uploaded on the website of the company under Investor section at i.e www.tastydairy.com.
During the year under review as per the policy for the performance evaluation, formal annual evaluation of the performance of the Directors, including independent directors, the board and its committees was made by the Nomination & Remuneration Committee in their respective meetings.
h. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT OF THE COMPANY
The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a Nomination and Remuneration policy namely "Nomination & Remuneration Policy" in line with the requirement of Section 178 of the Companies Act, 2013 The policy inter alia provides the procedure for selection, appointment and remuneration of Directors and Key Managerial Personnel, including criteria for determining qualifications, positive attributes, and independence of Directors.
i. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts/transactions entered into by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis.
No material Related Party Transactions, i.e. transactions exceeding ten percent of the annual turnover as per the last audited financial statements, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable.
All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions for transactions which are of repetitive nature and entered in the ordinary course of business and are at arm's length. All Related Party Transactions are subjected to independent review by a reputed accounting firm to establish compliance with the requirements of Related Party Transactions under the Act and SEBI LODR Regulations.
j. RISK MANAGEMENT POLICY
The Company has a Risk Management Policy to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Compa ny's competitive advantage.
The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting.
k. PARTICULARS OF EMPLOYEES
a) The employees of the Company continue to render their full co-operation and support to the Management. The Directors wish to place on records their appreciation to all the employees for their co-operation.
b) Information as per Section 197(2) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personal) Amendment Rules, 2016 forming part of the Director's Report for the year ended 31st March, 2023 is not required to be furnished as no employees was employed for Rs. 1,02,00,000/- or more per year or Rs.8,50,000/- or more per month for any part of the Year.
l. REPORTING UNDER THE PROVISIONS OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The company has in place a policy for prevention of sexual harassment in accordance with the requirements of the Sexual Harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013.
The Company has framed proper policy to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. As per Section 22 and 28 of the Sexual harassment of Women at Workplace (prevention, prohibition and Redressal) Act, 2013, the Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.
The following is the summary of sexual harassment complaints received and disposed-off during the financial year 2022-23.
m. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has in place adequate internal financial controls with reference to financial statements. The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.
n. APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE:
As on the date of the Report no application is pending against the Company under Insolvency and Bankruptcy Code, 2016 and the Company did not file any application under IBC during the F.Y. 2022-23.
o. 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 Institution.
p. CORPORATE SOCIAL RESPONSIBILITY
As part of its initiatives under "Corporate Social Responsibility" ("CSR"), the Company has spent on the activities in the areas of Education, health, safe drinking water, eradicating hunger in terms of its "Corporate Social Responsibility Policy" ("CSR Policy"). These activities are largely in accordance with Schedule VII of the Companies Act, 2013.
The Annual Report on CSR activities in the prescribed format under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached as "ANNEXURE-C".
q. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management's Discussion and Analysis Report for the year under review, is presented in a separate section forming part of the Annual Report and is annexed herewith as "ANNEXURE -D".
r. CEO/ CFO CERTIFICATION:
In terms of Regulation 17(8) of the Listing Regulations, the CFO has certified to the Board of Directors of the Company with regard to the financial statements and other matters specified in the said regulation for the financial year 202223. The certificate received from CFO is attached herewith as per "ANNEXURE - E".
s. LISTING FEES:
The Company affirms that the annual listing fees for the year 2022-23 to The Bombay Stock Exchange Limited (BSE) has been duly paid. As on date no outstanding dues.
t. VIGIL MECHANISM AND WHISTLE BLOWER MECHANISM
Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the company has established a vigil mechanism for Directors and Employees to report their concerns about unethical behaviour, genuine concerns, actual or suspected fraud or violation of the company's Code of Conduct.
The mechanism provides for adequate safeguards against victimization of Directors and employees who avail the vigil mechanism. In exceptional cases, Directors and employees have direct access to the Chairman of the Audit Committee. The detailed disclosure of the Vigil Mechanism & Whistle Blower Policy is available at www.tastydairy.com under Investor desk -> investor information section.
u. COMPANY CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION (UPSI)
The Board of Directors has code of practices and procedures for fair disclosure of unpublished price sensitive information (UPSI) in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015. Under this code the company lays down guidelines and procedures and principals 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 connected persons to maintain the highest ethical standards of dealing in Company securities
Pursuant to amendments in the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 vide the Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018, the Company adopted the new "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information"("Fair Disclosure Code") incorporating a policy for determination of "Legitimate Purposes" as per Regulation 8 and Schedule A to the said regulations w.e.f. 1st April, 2019.
The Revised Insider Trading Code or Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information (UPSI), is available on our website i.e www.tastydairy.com.
v. COMPLIANCE WITH THE CODE OF CONDUCT
The Board has formulated code of Conduct for the Board Members and Senior Management of the company, which has been posted on the website of the company. It is affirmed that all the directors and senior management have complied with the code of conduct framed by the company and confirmation from all the directors, KMP and senior management has been obtained in respect of the F.Y. 31st March 2023. "ANNEXURE- F".
w. CORPORATE GOVERNANCE
Corporate Governance is, essentially, a philosophy. It encompasses not only the regulatory and legal requirements, but also the voluntary practices developed by the Company to protect the best interests of all stakeholders. The Company complies with all the Standards, Guidelines and Principles governing disclosures and obligations set out by the Securities and Exchange Board of India (SEBI) and the Stock Exchanges on corporate governance.
A separate report on Corporate Governance along with Certificate from M/s. GSK & Associates, Practicing Company Secretaries, Kanpur on compliance with the conditions of Corporate Governance as per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided as a part of this Annual Report. (ANNEXURE- G)
Your Company has made all information, required by investors, available on the Company's website www.tastydairy.com under Investor desk of Corporate Governance section.
x. CERTIFICATE OF NON DISQUALIFICATION OF DIRECTORS
Pursuant to Regulation 34(3) and Schedule V, Para C, Clause (10)(i) of SEBI (LODR) Regulations, 2015, Certificate of non-disqualification of Directors as on 31.03.2023 has been received from Practicing Company Secretary and annexed as "ANNEXURE -H" of the Directors' report.
ACKNOWLEDGEMENTS
Your Directors would like to express their appreciation for the assistance and co-operation received from the Banks, Members, Esteemed Customers and Suppliers & Buyers during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Employees of the Company.
By the order of Board of
for Tasty Dairy Specialities Limited