Tai Industries Director Discussions


TO THE MEMBERS

Your Directors have pleasure in presenting their 40th Annual Report on the business of your Company for the year ended 31st March, 2023.

HIGHLIGHTS OF PERFORMANCE

Below is a summary of the Companys financial performance during the current year, compared to the previous financial year:

Rupees in Lakhs Rupees in Lakhs

Particulars

Year ended 31st March, 2023 Year ended 31st March, 2022

Turnover

25,435.97 30,082.43

Profit/(Loss) before Interest, Depreciation & Taxation (PBIDT)

657.69 614.62

Interest

0.99 0.29

Profit/(Loss) before Depreciation & Taxation (PBDT)

656.70 614.33

Depreciation

24.77 27.07

Profit/(Loss) Before Tax and Extraordinary items (PBTE)

631.93 587.26

Extraordinary items

0.00 0.00

Profit/(Loss) Before Tax (PBT)

631.93 587.26

Provision for Taxation / (Deferred Tax)

(170.49) (174.92)

Profit/(Loss) After Tax (PAT) (A)

461.44 412.35

Other Comprehensive Income

(51.18) 72.39

Total Comprehensive Income

410.27 484.74

SHARE CAPITAL

The Paid -up- Share Capital of the Company, comprising Equity Shares, is Rs.6 Crores as on 31st March, 2023. During the year under review, there were no changes in the Share Capital of the Company.

ANNUAL RETURN

The Annual Return of the Company, for the Financial Year ended March 31st, 2023, pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, is available on the website of the Company www.taiind.com

ACCOUNTING POLICIES AND PROCEDURES

The Company has adopted the Indian Accounting Standards ("Ind AS") notified under the Companies (Indian Accounting Standards) Rules 2015, for preparation and presentation of these Financial Statements. The financial statements provide a true and fair view of the state of affairs of the Company and are compliant with the accounting standards notified in the Companies Act, 2013

DIVIDEND

The directors have decided not to recommend the payment of any dividend on the equity shares of the company for the year ended 31st March, 2023. This decision is aimed at conserving funds for the future development and growth of the company.

TRANSFER TO RESERVES

No amount is proposed to be transferred to General Reserve during the financial year 2022-23.

STATE OF COMPANY AFFAIRS AND FUTURE OUTLOOK STATE OF COMPANYS AFFAIRS

The Income from the operations of your Company compared to that of the previous year, is given hereunder:

Particulars

Fruit Product Industrial Total
(^ Lakhs) (^ Lakhs) (^ Lakhs)

Revenue

Current Year

1,210.10 24,225.87 25,435.97

Previous Year

969.78 29,112.65 30,082.43

PLANS AND PROSPECTS Fruit Product Division

Increasing urbanization, lifestyle changes, greater affluence and increased rates of women working outside of their home are driving the demand for processed foods.

Arising out of the COVID pandemic, there has been a significant shift in the choice of food and this has impacted the performance of the Fruit Product Division. Continued efforts are being made to sustain an efficient supply chain and distribution network that ensures visibility and availability of products in the market. DRUK products are very popular with the customers and being mindful of their needs, we ensure that our business continues to grow,

Industrial Division

The supply of our Ferro Silicon to the markets was satisfactory. Charcoal supply was maintained as per regular demand in Bhutan. Margins continued to remain constrained due to competition.

OTHER INFORMATION Conservation of Energy

Your Companys activities being trading in nature, energy consumed is only in the nature of electrical consumption for use and maintenance of office appliances. However, the efforts of your Company are aimed at keeping the consumption levels to as low as practicable.

Technology Absorption

Your Company not being engaged in any manufacturing activity, there is no information to be provided in this regard.

Foreign exchange earnings and outgo

As trade between India and Bhutan are being transacted in Indian Rupees, there has been no foreign exchange earnings or outgo during the year.

RISK MANAGEMENT POLICY

Your Company has implemented an effective risk management policy focusing on risk assessment, risk management and risk monitoring, aimed at reducing losses or injury arising out of various risk exposures.

CHANGE(S) IN NATURE OF BUSINESS

During the year under review, there were no changes in the nature of the Companys business.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

There have been no material changes and commitments affecting the financial position of the company from the close of the financial year ended March 31st, 2023, up to the date of this report.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, no significant and material orders were passed by the Regulators or Courts or Tribunals which may impact the going concern status of the Company or its future operations.

TRANSFER OF UNPAID/ UNCLAIMED DIVIDEND AND EQUITY SHARES TO THE IEPF AUTHORITY

Pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013 dividends for the Financial Year ended 31st March, 2023 and equity shares on which such dividend remain unpaid/unclaimed for a period of 7 years will be transferred to the Investor Education and Protection Fund("IEPF") constituted by the Central Government. Members, who have not encashed their dividend warrant(s) for the Financial Year ended 31st March, 2016 or any subsequent financial year(s) are urged to claim such amount from the Share Department of the Company/Registrar and Share Transfer Agent.

The last dates of claims for the following dividends are as follows:

Dividend for the financial year ended

Date of declaration of Dividend Last date for claiming unpaid dividend

31st March, 2016

26th September, 2016 1st November, 2023

The shares in respect of such unclaimed dividends are also liable to be transferred to the demat account of the IEPF Authority. In view of this, Members are requested to claim their dividends from the Company, within the stipulated timeline.

The Members, whose unclaimed dividends/shares have been transferred to IEPF, may claim the same by making an online application to the IEPF Authority in web Form No. I EPF-5, available on www.iepf.gov.in.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Composition

As of March 31st, 2023, the Companys Board of Directors consisted of a total of seven members. Among them, there were four Non-Executive Independent Directors, including one Female Director, one Non-Executive Director and two Executive Directors. Notably, the roles of Chairman of the Board and Managing Director were held by different individuals. The Chairman of the Board is an Executive Director. The profile of all the Directors can be accessed on the Companys website at www.taiind.com. None of the Directors of the Company have incurred any disqualification under Section 164(1) & 164(2) of the Companies Act, 2013 (Act). Further, all the Directors have confirmed that they are not debarred from accessing the capital market as well as from holding the office of Director pursuant to any order of Securities and Exchange Board of India or Ministry of Corporate Affairs or any other such regulatory authority.

In the view of the Board, all the directors possess the requisite skills, expertise, integrity, competence, as well as experience considered to be vital for business growth. The detailed analysis of various skills, qualifications and attributes as required and available with the Board has been presented in the Corporate Governance Report.

Changes in Board and KMP Composition

There were no changes in Board or KMP Composition

The following functioned as Key Managerial Personnel during the year:

Rohan Ghosh

Managing Director

Mou Mukherjee

Chief Financial Officer

Priyanka Mukherjee

Company Secretary

Director liable to retire by rotation

As per the provisions of Section 152(6)(d) of the Act read with Companies (Appointment and Qualification of Directors) Rules, 2014 and Articles of Association of the Company, Mr. Rohan Ghosh (DIN 00032965), Managing Director will retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

Declaration Given by the Independent Directors

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149 of the Act as well as Regulation 16 and 25 of Listing Regulations. The Independent Directors have also submitted a declaration confirming that they have registered their names in the databank of Independent Directors as being maintained by the Indian Institute of Corporate Affairs (IICA) in terms of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

None of the Independent Directors are aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Board of Directors have taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the same and in their opinion the Independent Directors are persons of integrity, expertise and experience and fulfill the conditions specified in the Act and Listing Regulations and are independent of the management.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act along with the Code of Conduct for Directors and Senior Management Personnel formulated by the Company as per Listing Regulations.

Board Diversity

The Company acknowledges and values the advantages of having a diverse Board, which includes a mix of skills, experience, expertise, and a range of different perspectives that align with the Companys business needs. To promote diversity within the Board, the Company has established the Board Diversity Policy, outlining its approach towards achieving this goal. The policy is accessible on the Companys website at www.taiind.com.

PERFORMANCE EVALUATION OF THE BOARD, THE COMMITTEES AND THE INDIVIDUAL DIRECTORS

In terms of section 134(3)(p) of the Companies Act, 2013, your Board of Directors has adopted an annual evaluation process for evaluating its own performance as a whole and that of its Committees and of its individual Directors.

As the law has not prescribed any evaluation methodology, the following factors have been considered for evaluating the performance of the Board/ Committees/ Directors/ Chairperson/ Managing Director/ Whole-time Director on a case to case basis:

• People factors (knowledge, personal characteristics, Board size, structure, Directors contribution, interpersonal skills, level of commitment, Board room behaviour, etc); and

• Process factors (planning and managing Board meetings, information flow, oversight management, risk management, coordination, etc.)

Each Director is given a Form for assessing the overall performance of the Board/ Committees/ Directors/ Chairperson/ Managing Director/ Whole time Director as the case may be, sufficiently in advance. The forms, which include a set of questions having a rating mechanism, are reviewed and analysed by the Nomination & Remuneration Committee before placing its feedback before the Board.

COMPANYS POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

In terms of section 134(3)(p) of the Companies Act, 2013, your Board of Directors has adopted an annual evaluation process for evaluating its own performance as a whole and that of its Committees and of its individual Directors.

As the law has not prescribed any evaluation methodology, the following factors have been considered for evaluating the performance of the Board/ Committees/ Directors/ Chairperson/ Managing Director/ Whole-time Director on a case to case basis:

• People factors (knowledge, personal characteristics, Board size, structure, Directors contribution, interpersonal skills, level of commitment, Board room behaviour, etc); and

• Process factors (planning and managing Board meetings, information flow, oversight management, risk management, coordination, etc.)

Each Director is given a Form for assessing the overall performance of the Board/ Committees/ Directors/ Chairperson/ Managing Director/ Wholesome Director as the case may be, sufficiently in advance. The forms, which include a set of questions having a rating mechanism, are reviewed and analysed by the Nomination & Remuneration Committee before placing its feedback before the Board.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of our knowledge and belief and according to the information and explanations obtained by us, we hereby make the following statements in terms of Section 134(3)? and 134(5) of the Act:

• in the preparation of the Annual Accounts for the financial year ended March 31st, 2023, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any;

• such accounting policies as mentioned in Notes to the Annual Accounts have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31st, 2023 and of the profit of the Company for the year ended on that date;

• proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities has been taken;

• the Annual Accounts has been prepared on a going concern basis;

• internal financial control to be followed by the Company are in place and that such internal financial controls are adequate and are operating effectively; and

• proper systems to ensure compliance with the provisions of all applicable laws are in place and that such systems were adequate and operating effectively.

MEETINGS OF BOARD OF DIRECTORS

The Board met 4 (Four) times during the Financial Year 2022-23, viz., on May 25th, 2022, August 03rd, 2022, November 09th, 2022 and February 07st, 2023.

The intervening gap between the Meetings was within the period as prescribed under the Companies Act, 2013. The details of the date and attendance at the Board meetings are as under:

Sl. No Date Board

Strength No. of Directors Present

1 25.05.2022

7 7

2 03.08.2022

7 7

3 09.11.2022

7 7

4 07.02.2023

7 7

ATTENDANCE OF DIRECTORS AT THE BOARD MEETINGS AND ANNUAL GENERAL MEETING (AGM) DURING THE YEAR ENDED 31st MARCH, 2023

Name of the directors

No. of the Meetings

Attendance of last
Held Attended AGM held on 26.09.2022

Dasho Wangchuk Dorji

4 4 Yes

Mr. Rohan Ghosh

4 4 Yes

Dasho Topyal Dorji

4 4 Yes

Mr. Prem Sagar

4 4 Yes

Mr. K. N. Malhotra

4 4 Yes

Mr. Vinay Killa

4 4 Yes

Ms. Sarada Hariharan

4 4 Yes

COMMITTEES OF THE BOARD

The Board of Directors have constituted the following 5 (Five) Committees

1. Audit Committee,

The power, role and broad terms of reference of the Audit Committee are as per the provisions of Section 177 of the

Companies Act, 2013 and Regulation 18 read with Part C of Schedule II to the SEBI (Listing Obligations & Disclosure

Requirements) Regulations, 2015, an inter alia, includes

1. Oversight of the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2. Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4. Reviewing with the management, the annual financial statements and auditor>s report thereon before submission to the Board for approval, with particular reference to:

a. Matters required to be included in the directors responsibility statement to be included in the Boards report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;

b. Changes, if any, in accounting policies and practices and reasons for the same;

c. Major accounting entries involving estimates based on the exercise of judgment by management;

d. Significant adjustments made in the financial statements arising out of audit findings;

e. Compliance with listing and other legal requirements relating to financial statements;

f. Disclosure of any related party transactions;

g. Modified opinion(s) in the draft audit report;

5. Reviewing, with the management, the quarterly financial statements before submission to the Board for approval;

6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

7. Reviewing and monitoring the auditors independence and performance, and effectiveness of audit process;

8. Approval or any subsequent modification of transactions of the listed entity with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the company, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

14. Discussion with internal auditors of any significant findings and follow up there on;

15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post audit discussion to ascertain any area of concern;

17. to look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

18. To review the functioning of the whistle blower mechanism;

19. Approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate;

20. Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the company and its shareholders

The Audit Committee shall mandatory review:

1) Management discussion and analysis of financial condition and results of operations;

2) Management letters / letters of internal control weaknesses issued by the statutory auditors;

3) Internal audit reports relating to internal control weaknesses;

4) The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.

5) Statement of deviations:

(a) Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).

(b) Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/ notice in terms of Regulation 32(7)."

The composition of the Audit Committee of the Company as on 31st March, 2023 are given below:

Name of Directors

Category Position

PREM SAGAR

Non-Executive Independent Director -

Chairperson

KANWAL NAIN MALHOTRA

Non-Executive Independent Director

Member

VINAY KILLA

Non-Executive Independent Director

Member

All members of the Audit Committee are financially literate. The Director, the Chief Financial Officer and the Statutory Auditors are invitees to the Audit Committee Meetings.

During the year ended 31st March, 2023, the Audit Committee met 4 (Four) times on 25.05.2022, 03.08.2022, 09.11.2022 and 07.02.2023, respectively. The maximum gap between any two consecutive meetings was less than one hundred and twenty days.

The Annual Financial Statements for the financial year 2022-23 were reviewed by the Audit Committee at its meeting held on 29.05.2023 and were recommended to the Board for adoption.

The Unaudited Quarterly and Audited Annual Financial Results were reviewed, analyzed and confirmed by the Committee before they were approved by the Board of Directors for submission to the Stock Exchanges and publication in newspapers in compliance with Regulation 47 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

The Members recorded full attendance at all the meetings of the Audit Committee held during the financial year 2022-23 as under:

Name of Directors

Position Meetings held Meetings attended

PREM SAGAR

Chairman 4 4

KANWAL NAIN MALHOTRA

Member 4 4

VINAY KILLA

Member 4 3

2. Nomination and Remuneration Committee,

The power, role and broad terms of reference of the Nomination and Remuneration Committee are as per the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 read with Part D of Schedule II to the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

The terms of reference of the Committee, interalia, includes:

1) Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;

2) For every appointment of an Independent Director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an Independent Director. The person recommended to the Board for appointment as an Independent Director shall have the capabilities identified in such description.

For the purpose of identifying suitable candidates, the Committee may:

a. Use the services of an external agencies, if required;

b. Consider candidates from a wide range of backgrounds, having due regard to diversity; and

c. Consider the time commitments of the candidates

3) Formulation of criteria for evaluation of performance of Independent Directors and the Board of Directors;

4) Devising a policy on diversity of Board of Directors;

5) Identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal.

6) Whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Directors.

7) Recommend to the Board, all remuneration, in whatever form, payable to senior management."

The composition of the Nomination and Remuneration Committee of the Company as on 31st March 2023 are given below:

Name of Directors

Category Position

PREM SAGAR

Non-Executive Independent Director -

Chairperson

KANWAL NAIN MALHOTRA

Non-Executive Independent Director

Member

DASHO TOPGYAL DORJI

Non-Executive Director

Member

VINAY KILLA

Non-Executive Independent Director

Member

During the financial year 2022-23, the Committee met One (1) time on 25.05.2022. All the Members attended the meeting as under:

Name of Directors

Position Meetings held Meetings attended

PREM SAGAR

Chairman 1 1

KANWAL NAIN MALHOTRA

Member 1 1

DASHO TOPGYAL DORJI

Member 1 1

VINAY KILLA

Member 1 1

Criteria for performance evaluation of Independent Director

The Nomination and Remuneration Committee has laid down the criteria for performance evaluation of the Executive and Non-Executive Directors including that of the Board as a whole. The Committee, at its Meeting held on 29.05.2023, has reviewed the performance of the Directors and the Board for the year under review. The evaluation was done primarily through a questionnaire duly completed by all Directors providing specific rating for other Directors and also of the Board as a whole.

3. Stake Holders Relation Committee,

The Board of Directors of the Company has constituted a Stakeholders Relationship Committee in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The power, role and broad terms of reference of the Stakeholders Relationship Committee are as per the provisions of the said Section 178 of the Companies Act, 2013 and Regulation 20 read with Part D of Schedule II to SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

The terms of reference of the Committee inter-alia, includes:

1) Resolving the grievances of the security holders of the listed entity including complaints related to transfer/ transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.

2) Review of measures taken for effective exercise of voting rights by shareholders.

3) Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.

4) Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company"

The composition of the Stakeholders Relationship Committee of the Company as on 31st March, 2023 are given below:

Name of Directors

Category Position

PREM SAGAR

Non-Executive - Independent Director Chairperson

KANWAL NAIN MALHOTRA

Non-Executive - Independent Director Member

VINAY KILLA

Non-Executive - Independent Director Member

During the year ended 31st March, 2023, the Stakeholders Relationship Committee met 4 (Four) times on 25.05.2022, 03.08.2022, 09.11.2022 and 07.02.2023, respectively. The maximum gap between any two consecutive meetings was less than one hundred and twenty days.

Name of Directors

Position Meetings held Meetings attended

PREM SAGAR

Chairman 4 4

KANWAL NAIN MALHOTRA

Member 4 4

VINAY KILLA

Member 4 3

4. Independent Director Committee,

The composition of the Independent Director Committee of the Company as on 31st March 2023 are given below:

Name of Directors

Category Position

PREM SAGAR

Non-Executive - Independent Director Chairperson

KANWAL NAIN MALHOTRA

Non-Executive - Independent Director Member

VINAY KILLA

Non-Executive - Independent Member

SARADA HARIHARAN

Non-Executive - Independent Director Member

During the year ended 31st March 2023, the Independent Director Committee met 1 (One) time on 25.05.2022.

Name of Directors

Position

Meetings held

Meetings attended

PREM SAGAR

Chairman 1 1

KANWAL NAIN MALHOTRA

Member 1 1

VINAY KILLA

Member 1 1

SARADA HARIHARAN

Member 1 1

5. CSR, Committee,

The composition of the CSR Committee of the Company as on 31st, March 2023 are given below:

Name of Directors

Category

Position

VINAY KILLA

Non-Executive

Independent

Director

-

Chairperson

KANWAL NAIN MALHOTRA

Non-Executive

Independent

Director

Member

ROHAN GHOSH

Managing Director

Member

During the year ended 31st March, 2023, the CSR Committee met 2(Two) times on 7.02.2023 & 20.03.2023

Name of Directors

Position

Meetings held

Meetings attended

VINAY KILLA

Chairman 2 2

KANWAL NAIN MALHOTRA

Member 2 1

ROHAN GHOSH

Member 2 2

NOMINATION AND REMUNERATION POLICY

Upon the recommendations of the Nomination and Remuneration Committee in terms of Section 178(4) of the Companies Act 2013, your Board has adopted a policy relating to the remuneration for the Directors, key managerial personnel and other employees of the Company. The salient features of the said policy, is annexed herewith as "Annexure A" the complete Policy can be viewed at the official website of the Company at www.taiind.com

REMUNERATION OF DIRECTORS FOR THE FINANCIAL YEAR ENDED 31st MARCH, 2023

Rs in Lakh

Name of directors

Position

Salary

(including special pay incentive)

Perquisites

(Computed under Income Tax Act 1961)

Contribution

to provident and other fund

Sniffing Fee

Board Committee

Mr Rohan Ghosh

Managing Director 23.13 1.73 2.45

Dasho Wangchuk Dorji

Chairman & Wholetime Director 23.92 - 1.73

Dasho Topgyal Dorji

Director - - - 0.40 -

Mr Prem Sagar

Independent Director - - - 0.40 0.40

Mr Vinay Killa

Independent Director - - - 0.40 0.30

Mr Kanwal Nain Malhotra

Independent Director - - -. 0.40 0.40

Ms Sarada Hariharan

Independent Director - - - 0.40 -

REMUNERATION PAID TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD FOR THE

FINANCIAL YEAR ENDED 31st MARCH, 2023

Rs in Lakh

Name of KMP

Position Salary

(including special pay incentive)

Perquisites

(Computed under Income Tax Act 1961)

Contribution

to provident and other fund

Ms. Mou Mukherjee

CFO 20.93 - 1.78

Ms. Priyanka Mukherjee

Company Secretary 3.33 - 0.31

In terms of Regulation 6 and Schedule V of the Listing Regulations, the Board has appointed Ms. Priyanka Mukherjee, Company Secretary of the Company as the Compliance Officer.

The Compliance Officer can be contacted at

T: +918335954701

Email: priyanka.mukherjee@taiind.com Website:www.taiind.com

DETAILS OF COMPLAINTS RECEIVED AND RESOLVED DURING THE YEAR ENDED 31st MARCH, 2023

During the period under report no complaints were received by the Company.

GENERAL BODY MEETINGS

Location and time of last three Annual General Meetings (AGMs).

Nature of the General Meetings held in the last three years

Date Venue If Special Resolution(s) passed

Annual General Meeting

11th September, 2020 at 3.00 PM Video conferencing/ other Audio Visual Means (VC/OAVM) 1.No Special Resolution was passed .

Annual General Meeting

23rd August, 2021 at 3.00 PM Video conferencing/ other Audio Visual Means (VC/OAVM) 1.No Special Resolution was passed .

Annual General Meeting

26th September, 2022 at 3.30 PM Video conferencing/ other Audio Visual Means (VC/OAVM) 1. Re-appointment of Mr. Rohan Ghosh

as Managing Director.

2. Re-appointment of Mr. Wangchuk Dorji

as Whole-time Director.

During FY 2022-23, no Extra-Ordinary General Meeting was held and no resolution was passed through postal ballot. None of the business proposed to be transacted at the ensuing AGM requires passing of a Special Resolution by way of Postal Ballot.

As per the provisions of the Act and the Listing Regulations, at the AGM held in 2022 the shareholders were given option to vote on all resolutions through electronic means.

CORPORATE SOCIAL RESPONSIBILITY

The Company recognizes the value of being a socially responsible corporate and strongly believes in giving back to the society. The objective of the Companys Corporate Social Responsibility (CSR) is to improve the quality of life of communities through

long-term value creation. In this regard the Company has formulated a Corporate Social Responsibility Policy which can be accessed at www.taiind.com

The Company has constituted a CSR Committee, in terms of provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, inter alia to give directions and assistance to the Board for leading the CSR initiatives of the Company. The Committee formulates and reviews the Annual Action Plan and also monitors the progress of the CSR activities. The details of the Committee including term of reference have been disclosed in the Corporate Governance Report. During the year, the Company has undertaken several CSR activities in accordance with the Annual Action Plan laid down by the Board and has spent 3.50 lakhs towards CSR activities.

Since there was no unspent amount, the Company was not required to transfer any amount to the fund or separate bank account during the year, in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The brief outline of the CSR Policy of the Company and the initiatives undertaken by the Company during the financial year ended March 31, 2023, in accordance with Section 135 of the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out in "Annexure-B" to this report.

INTERNAL FINANCIAL CONTROL

Your Company has an adequate internal audit system, carried out by external firms of Chartered Accountants, which is commensurate with the size, scale and complexity of its operations. The Internal Auditors submit their Reports upon completion of limited review/audit for consideration by the Directors.

Based on the reports of internal auditors, the respective heads of the departments/divisions undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has put in place a Vigil Mechanism Policy in accordance with Section 177(10) of the Companies Act, 2013. The details of the policy may be viewed at the official website of the Company at www.taiind.com and is also annexed hereto as Annexure C."

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interests of the Company. All Related Party Transactions were placed before the Audit Committee and also the Board, for approval. Prior omnibus approval of the Audit Committee has been obtained on a quarterly basis for the transactions which were of a foreseen and repetitive nature. The statement of particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 is annexed hereto as "Annexure D":

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The loan and guarantee given by the Company are within the limits prescribed under Section 186 of the Act. Further, the details of the said loan given, guarantee given and investment made are provided in the Notes to the Financial Statements of the Company.

The related party disclosures with respect to loans/ advances at the end of the Financial Year under review and maximum outstanding amount thereof during the year, as required under Part A of Schedule V to the Listing Regulations, have been provided in the Notes to the Financial Statements of the Company.

PARTICULARS OF EMPLOYEES

The disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as "Annexure-"E" to this report.

AUDITORS & AUDIT REPORTS

Statutory Auditors and Auditors Report

M/s. KAMG & Associates, Chartered Accountants (Firm Reg. No. 311027E), were appointed Statutory Auditors of the Company in terms of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, to hold office from the conclusion of the 38th Annual General Meeting upto the conclusion of the 43 d Annual General Meeting.

Internal Auditors

In accordance with the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014, M/s. R. K. Chandak & Co Chartered Accountants, conducted the Internal Audit of the Company for the Financial Year 2022-23. The Audit Committee considers and reviews the Internal Audit Report submitted by the Internal Auditor on a quarterly basis.

Secretarial Auditors and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. T.Chatterjee & Associates, Practicing Company Secretary Firm, was re- appointed as the Secretarial Auditor of the Company for the Financial Year 2022-23.

The Secretarial Audit Report in Form MR-3, for the Financial Year 2022-23, is annexed hereto and marked as "Annexure F".

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Cost Audit and Cost Records

The provisions of Section 148 of the Companies Act, 2013, with respect to maintenance of Cost records and Cost Audit are not applicable on the Company.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the auditor has reported not any instances of fraud committed against the Company as required to be reported under Section 143 (12) of the Act.

DEPOSITS

During the year under review, the Company has not accepted any deposits from the public within the meaning of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014. As on March 31, 2023, there were no deposits lying unpaid or unclaimed.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Management Discussion and Analysis Report is annexed hereto as "Annexure G".

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Business Responsibility and sustainability report is not applicable to the Company.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the Financial Year 2022-23, the Company has complied with the applicable Secretarial Standards i.e. SS-1 and SS-2, as issued by the Institute of Company Secretaries of India (ICSI).

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Employees are the most valuable and indispensable asset for a Company. A Companys success depends on the ability to attract, develop and retain best talent at every level. The Company has always been proactive in providing growth, learning platforms, safe workplace and personal development opportunities to its workforce. Company strives to maintain a skilled and dedicated workforce, representing diverse experiences and viewpoints. The Human Resource department of the Company are rooted in ensuring a fair and reasonable process for all-round development and upliftment of talent through its persistent effort.

DEMATERIALISATION OF SECURITIES

The shares of the Company are compulsorily traded in dematerialised form for all shareholders. 70.45% of the total number of shares and dematerialised as on 31st March, 2023. Intimations have been sent to all shareholders holding shares in physical mode informing them that as per revised Regulation 40 of SEBI(LODR) Regulations 2015, shares will be transferred only in dematerialised mode effective from 1st April, 2019 and the shareholders have been requested to dematerialise their existing shares in physical form.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your company is committed to providing a safe and secure working environment to its women employees and has in place the required Internal Committee as envisaged in the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

There were no cases of sexual harassment reported during the year under review

GENERAL DISCLOSURES

Your Directors state that:

i) The Company does not have any Employee Stock Option Plan.

ii) No proceedings are pending against the Company under the Insolvency and Bankruptcy Code, 2016.

iii) The Company serviced all the debts & financial commitments as and when they became due and no settlements were entered into with the bankers.

ACKNOWLEDGEMENT

Your Directors wish to place on record their grateful appreciation of the excellent support and co-operation received from the Shareholders, Banks, Financial Institutions and Investors, Government Authorities, Stock Exchanges, Reserve Bank of India, Central and State Governments. Your Directors also wish to place on record their deep appreciation of the dedication, competence and support of the employees at all levels for their contribution towards the performance of your Company.

For and on behalf of the Board

Place : Kolkata

Date : 29th May, 2023

VINAY KILLA

(DIN : 00060906) Independent Director

ROHAN GHOSH

(DIN : 00032965) Managing Director

SALIENT FEATURES OF THE POLICY RELATING TO REMUNERATION OF DIRECTORS,

KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The Nomination and Remuneration Committee constituted by the Board of Directors of the Company adopted the Policy Relating to Remuneration of Directors, Key Managerial Personnel and Other Employees, on 5th February, 2015, formulated in compliance with Section 178 of the Companies Act, 2013 read along with the applicable Rules thereto and Clause 49 of the erstwhile Listing Agreement.

IMPORTANT DEFINITIONS

"The Committee" shall mean the Nomination and Remuneration Committee

"Independent Director" shall mean a director referred to in Section 149 (6) of the Companies Act, 2013.

"Key Managerial Personnel" (KMP) shall mean (i) the Managing Director, (ii) Company Secretary, (iii) Whole-time Director( in the absence of a Managing Director), (iv) Chief Financial Officer and (v) Such other officer as may be prescribed.

"Remuneration" shall mean any money or its equivalent given or passed to any person for services rendered by him and includes perquisites as defined under the Income-tax Act, 1961.

"Senior Management" shall mean personnel of the Company who are members of its core management team excluding Board of Directors. This would include all members of management one level below the executive directors, including all the functional heads.

GUIDING PRINCIPLES

The Policy ensures that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks.

APPOINTMENT AND REMOVAL OF DIRECTORS, KMPS AND SENIOR MANAGEMENT

Appointment criteria and qualifications:

1. The appointment, tenure and remuneration of Directors and KMPs shall be governed by the provisions of the Companies Act, 2013 and the Rules thereto (including any statutory modifications and re enactments thereof for the time being in force).

2. The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his / her appointment.

3. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person are sufficient / satisfactory for the concerned position.

Evaluation of Performance:

The Committee shall carry out annually evaluation of performance of every Director, KMP and Senior Management.

Removal:

Due to reasons of any disqualification mentioned in the Companies Act, 2013, Rules made thereunder or under any other applicable Act, Rules and Regulations, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management subject to the provisions and compliance of the said Act, Rules and Regulations.

Retirement:

The Directors, KMPs and Senior Management shall retire as per the applicable provisions of the Companies Act, 2013 and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management in the same position / remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

PROVISIONS RELATING TO REMUNERATION OF MANAGERIAL PERSON, KMP AND SENIOR MANAGEMENT

General:

1. The remuneration / compensation / commission etc. to Managerial Person, KMP and Senior Management Personnel will be determined by the Committee and recommended to the Board for approval. The remuneration / compensation / commission etc. shall be subject to the prior/post approval of the shareholders of the Company and Central Government, wherever required.

2. The remuneration and commission to be paid to Managerial Person shall be as per the statutory provisions of the Companies Act, 2013, and the Rules made thereunder, for the time being in force.

3. Increments to the existing remuneration / compensation structure may be recommended by the Committee to the Board which should be within the slabs approved by the Shareholders in the case of Managerial Persons. Increments will be effective from the date of reappointment in respect of Managerial Person and 1st April in respect of other employees of the Company.

4. Where any insurance is taken by the Company on behalf of its Managerial Person, KMP and any other employees for indemnifying them against any liability, the premium paid on such insurance shall generally not be treated as part of the remuneration payable to any such personnel.

Remuneration to Managerial Person, KMP and Senior Management:

1. Fixed pay:

Managerial Person, KMP and Senior Management shall be eligible for a monthly remuneration as may be approved by the Board on the recommendation of the Committee and in accordance with the statutory provisions of the Companies Act, 2013, and the Rules made thereunder for the time being in force.

2. Minimum Remuneration:

If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Managerial Person in accordance with the provisions of Schedule V of the Companies Act, 2013.

Remuneration to Non-Executive / Independent Directors:

1. Remuneration:

The remuneration shall be in accordance with the statutory provisions of the Companies Act, 2013, and the Rules made there under for the time being in force.

2. Sifting Fees:

The Non- Executive / Independent Directors may receive remuneration by way of fees for attending meetings of Board or Committee thereof, not exceeding the maximum amount as provided in the Companies Act, 2013.

3. Limit of Remuneration:

Remuneration may be paid within the monetary limit approved by shareholders, subject to the limit not exceeding 1% of the net profits of the Company computed as per the applicable provisions of the Companies Act, 2013.

4. Stock Options:

An Independent Director shall not be entitled to any stock option of the Company.

DEVIATIONS FROM THIS POLICY

Deviations on elements of this policy in extraordinary circumstances, when deemed necessary in the interests of the Company, will be made if there are specific reasons to do so in individual cases.

The full text of the Policy Relating to Remuneration of Directors, Key Managerial Personnel and Other Employees is available on the website of the Company at www.taiind.com.

THE ANNUAL REPORT ON CSR ACTIVITIES FOR THE FINANCIAL YEAR 2022-23

1. A brief outline of the Companys Corporate Social Responsibility (CSR) policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs:

2. The Board of Directors in accordance with Section 135 of the Companies Act, 2013 (the Act) read with Companies (Corporate Social Responsibility Policy) Rules, 2014 adopted the Corporate Social Responsibility (CSR) Policy. The CSR policy lays down thrust areas for CSR activities, which include but not limited to projects benefiting the communities in and around the Company composition of CSR Committee:

.. Designation / Nature Name of Directors of Directorship

Number of meetings of CSR Committee held during the year Number of meetings of CSR Committee attended during the year

Mr. VINAY KILLA "j™ & .

Independent Director

2 2

Member &

Mr. ROHAN GHOSH

Managing Director

2 2

Member &

Mr. KANWAL NAIN MALHOTRA

Independent Director

2 1

3. Web-link where composition of CSR committee, CSR Policy and CSR projects approved by the Board are disclosed on the website of the company. : https//www.taiind.com

4. Provide the executive summary along with web-link(s) of Impact Assessment of CSR Projects carried out in pursuance of sub-rule (3) of rule 8, if applicable: N.A.

5. (a) Average net profit of the company as per section 135(5): Rs.156.05 Lakh

(b) Two percent of average net profit of the company as per section 135(5): Rs. 3.12 Lakh

(c) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: N.A.

(d) Amount required to be set off for the financial year, if any: Nil

(e) Total CSR obligation for the financial year (5b+5c-5d): Rs.3.12 Lakh

6. (a) Amount spent on CSR Projects other than Ongoing Project): Rs 3.50 Lakh

(b) Amount spent in Administrative Overheads: Nil

(c) Amount spent on Impact Assessment, if applicable: N.A.

(d) Total amount spent for the Financial Year [(a)+(b)+(c)]: Rs 3.50 Lakh

Total amount Spent for the Financial Year 2022-23 (Rs. Lakh)

Amount Unspent (Rs. Lakh)

Total Amount transferred to Unspent CSR Account as per section 135(6).

Amount transferred to any fund specified under Schedule VII as per second proviso to section 135(5).

Amount Data Transfer Name of Fund Amount Data Transfer

3.50

Nil Nil Nil Nil Nil

(e) CSR amount spent or unspent for the financial year: Rs. 3.50 Lakh (f ) Excess amount for set off, if any: 0.38 Lakh

7. Details of Unspent CSR amount for the preceding three financial years: N.A.

8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year:

I I Yes I VInq

If yes, enter the number of Capital assets created/ acquired: N.A.

Furnish the details relating to such asset(s) so created or acquired through Corporate Social Responsibility amount spent in the Financial Year: N.A.

9. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5):

N.A.

Place : Kolkata Date : 29th May, 2023

For and on behalf of the Board

VINAY KILLA

(DIN:00060906) Independent Director

ROHAN GHOSH

(DIN: 00032965) Managing Director

WHISTLE BLOWER POLICY / VIGIL MECHANISM POLICY.

1 BACKGROUND

Section 177 of the Companies Act, 2013, which has come into effect from 1st April, 2014, mandates that, every listed company is required to establish a vigil mechanism for the directors and employees, to report genuine concerns in such manner as may be prescribed. Such a vigil mechanism shall also provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the chairperson of the Audit Committee, in appropriate or exceptional cases.

The amended Clause 49 of the Listing Agreement, which shall come into effect from 1st October, 2014, also provides for mandatory establishment of vigil mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation. The mechanism is also required to provide for adequate safeguards against victimisation of the directors/employees using the mechanism. (Clause 49, Sub -clause II (F))

Under these circumstances, Tai Industries Limited, being a Company listed with BSE and CSE, proposes to establish a Vigil Mechanism/ Whistle Blower mechanism and to formulate a policy for the same.

2. POLICY OBJECTIVES.

A Vigil mechanism shall provide a channel to the employees to report to the management concerns about unethical behaviour, actual or suspected fraud or violation of the Code of Conduct or Service Rules of the Company. The mechanism shall also provide for adequate safeguards against victimization of employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases.

This neither releases employees from their duty of confidentiality in the course of their work nor can it be used as a route for raising malicious or unfounded allegations against people in authority and / or colleagues in general.

3. SCOPE OF THE POLICY.

This Policy covers malpractices and events which have taken place / suspected to have taken place, misuse or abuse of authority, fraud or suspected fraud, violation of Companys rules, manipulations, negligence causing danger to public health and safety, misappropriation of monies, and other matters or activity on account of which the interest of the Company is affected and formally reported by whistle blowers.

4. ELIGIBILITY

All Employees and directors of the Company are eligible to make Protected Disclosures under the Policy. The Protected Disclosures may be in relation to matters concerning the Company.

5. DISQUALIFICATIONS

a. While it will be ensured that genuine Whistleblowers are accorded complete protection from any kind of unfair treatment as herein set out, any abuse of this protection will warrant disciplinary action.

b. Protection under this Policy would not mean protection from disciplinary action arising out of false or bogus allegations made by a Whistleblower knowing it to be false or bogus or with a mala fide intention.

c. Whistleblowers, who make three or more Protected Disclosures, which have been subsequently found to be mala fide, frivolous, baseless, malicious, or reported otherwise than in good faith, will be disqualified from reporting further Protected Disclosures under this Policy. In respect of such Whistleblowers, the Company/Audit Committee would reserve its right to take/recommend appropriate disciplinary action.

6. DEFINITIONS.

"Alleged wrongful conduct" shall mean violation of law, infringement of Companys rules, misappropriation of monies, actual or suspected fraud, substantial and specific danger to public health and safety or abuse of authority.

"Audit Committee" means a Committee constituted by the Board of Directors of the Company in accordance with the Companies Act, 2013 and the Listing Agreement.

"Board" means the Board of Directors of the Company.

"Company" means Tai Industries Limited and all its offices.

"Compliance Officer" shall mean the Compliance Office of the Company under the Listing Agreement and shall mean an officer to receive protected disclosures from whistle blowers, maintaining records thereof, placing the same before the Audit Committee for its disposal and informing the whistle blower the result thereof.

"Employee" means all the present employees and whole time Directors of the Company.

"Protected Disclosure" means a concern raised by an employee or group of employees of the Company, through a written communication and made in good faith which discloses or demonstrates information about an unethical or improper activity under the title "SCOPE OF THE POLICY" with respect to the Company. However, the Protected Disclosures should be factual and not speculative or in the nature of an interpretation / conclusion and should contain as much specific information as possible to allow for proper assessment of the nature and extent of the concern.

"Subject" means a person or group of persons against or in relation to whom a Protected Disclosure is made or evidence gathered during the course of an investigation.

"Vigilance Officer" means an officer of the Company nominated by the Audit Committee for conducting appropriate investigation of the protected disclosure.

"Whistle Blower" is an employee or group of employees who make a Protected Disclosure under this Policy and also referred in this policy as complainant.

7. RECEIPT AND DISPOSAL OF PROTECTED DISCLOSURES.

Protected Disclosures should be reported in writing by the complainant as soon as possible after the whistle blower becomes aware of the same so as to ensure a clear understanding of the issues raised and should either be typed or written in a legible handwriting in English.

The Protected Disclosure should be submitted in a closed and secured envelope and should be super scribed as "Protected disclosure under the vigil mechanism policy". If the complaint is not super scribed and closed as mentioned above it will not be possible for the Audit Committee to protect the complainant and the protected disclosure will be dealt with as if a normal disclosure. In order to protect identity of the complainant, the Compliance officer will not issue any acknowledgement to the complainant and the complainants are advised not to write the name / address of the complainant on the envelope, nor to enter into any further correspondence with the nodal officer / audit committee. The audit committee assures that in case any further clarification is required he will get in touch with the complainant.

Anonymous / Pseudonymous disclosure shall not be entertained by the Compliance Officer.

The Protected Disclosure should be forwarded under a covering letter signed by the complainant. The Compliance Officer/ MD / Chairman of Audit Committee shall detach the covering letter bearing the identity of the whistle blower and process only the Protected Disclosure.

All Protected Disclosures should be addressed to the Compliance Officer of the Company. The contact details of the Compliance Officer is as under:-

Address of Compliance Officer:

Ms. Priyanka Mukherjee Company Secretary,

Tai Industries Limited,

53A, Mirza Ghalib Street, Kolkata 700016.

Protected Disclosure against the Compliance Officer should be addressed to the Managing Director (MD) of the Company and the Protected Disclosure against the MD of the Company should be addressed to the Chairman of the Audit Committee. The contact details of the MD and the Chairman of the Audit Committee are as under:

Name and Address of MD

Mr. Rohan Ghosh Tai Industries Limited,

53A, Mirza Ghalib Street, Kolkata 700016.

Name and Address of Chairman of Audit Committee

Mr. Prem Sagar Tai Industries Limited,

53A, Mirza Ghalib Street, Kolkata 700016.

On receipt of the protected disclosure the Compliance Officer / MD / Chairman of the Audit Committee shall make a record of the Protected Disclosure and also ascertain from the complainant whether he was the person who made the protected disclosure or not before referring the matter to the Audit Committee of the Company for further appropriate investigation and needful action. The record will include:

a) Brief facts;

b) Whether the same Protected Disclosure was raised previously by anyone, and if so, the outcome thereof;

c) Whether the same Protected Disclosure was raised previously on the same subject;

d) Details of actions taken by Compliance officer/ MD for processing the complaint.

e) Findings of the Audit Committee;

f) The recommendations of the Audit Committee / other action(s).

The Audit Committee if deems fit may call for further information or particulars from the complainant.

8. INVESTIGATION

All protected disclosures under this policy will be recorded and thoroughly investigated. The Audit Committee (AC) may investigate and may at its discretion consider involving any other Officer of the Company including the Vigilance Officer of the Company for the purpose of investigation.

The decision to conduct an investigation taken by the Audit Committee is by itself not an accusation and is to be treated as a neutral fact finding process.

Subject(s) will normally be informed in writing of the allegations at the outset of a formal investigation and have opportunities for providing their inputs during the investigation.

Subject(s) shall have a duty to co-operate with the Audit Committee or any of the Officers appointed by it in this regard to the extent that such cooperation will not compromise self incrimination protections available under the applicable laws.

Subject(s) have a responsibility not to interfere with the investigation. Evidence shall not be withheld, destroyed or tampered with and witness shall not be influenced, coached, threatened or intimidated by the subject(s).

Unless there are compelling reasons not to do so, subject(s) will be given the opportunity to respond to material findings contained in the investigation report. No allegation of wrong doing against a subject(s) shall be considered as maintainable unless there is good evidence in support of the allegation.

Subject(s) have a right to be informed of the outcome of the investigations.

The investigation shall be completed normally within 90days of the receipt of the protected disclosure and is extendable by such period as the Audit Committee deems fit and as applicable.

9. DECISION AND REPORTING

The Audit Committee along with its recommendations will report its findings to the Managing Director through the Compliance Officer within 15 days of receipt of report for further action as deemed fit. In case prima facie case exists against the subject, then the Managing Director shall forward the said report with its recommendation to the concerned disciplinary authority for further appropriate action in this regard or shall close the matter, for which he shall record the reasons. Copy of above decision shall be addressed to the Audit Committee, the Compliance Officer, the Vigilance Officer, the complainant and the subject.

In case the subject is the Compliance officer of the Company, the protected disclosure shall be addressed to the Managing Director who, after examining the protected disclosure shall forward the matter to the audit committee. The Audit Committee after providing an opportunity to the subject to explain his position and after completion of investigation shall submit a report along with its recommendation to the MD. After considering the report and recommendation as aforesaid, MD shall forward the said report with its recommendation to the concerned disciplinary authority for further appropriate action in this regard or shall close the matter, for which he shall record the reasons. Copy of the above decision shall be addressed to the Audit Committee, the Compliance Officer, the Vigilance Officer, the complainant and the subject.

In case the subject is the MD of the Company, the Chairman of the Audit Committee after examining the Protected Disclosure shall forward the Protected Disclosure to other members of the Audit Committee if deemed fit. The Audit Committee shall appropriately and expeditiously investigate the Protected Disclosure.

If the report of investigation is not to the satisfaction of the complainant, the complainant has the right to report the event to the appropriate legal or investigating agency.

A complainant who makes false allegations of unethical & improper practices or about wrongful conduct of the subject to the Compliance Office or the Audit Committee shall be subject to appropriate disciplinary action in accordance with the rules, procedures and policies of the Company.

10. SECRECY / CONFIDENTIALITY.

The complainant, the Compliance Officer, the Vigilance Officer, Members of Audit committee, the Subject and everybody involved in the process shall:

¦ Maintain confidentiality of all matters under this Policy

¦ Discuss only to the extent or with those persons as required under this policy for completing the process of investigations.

¦ Not keep the papers unattended anywhere at any time

¦ Keep the electronic mails / files under password.

11. PROTECTION.

No unfair treatment will be meted out to a whistle blower by virtue of his/ her having reported a Protected Disclosure under this policy. The company, as a policy, condemns any kind of discrimination, harassment, victimization or any other unfair employment practice being adopted against Whistle Blowers. Complete protection will, therefore, be given to Whistle Blowers against any unfair practice like retaliation, threat or intimidation of termination / suspension of service, disciplinary action, transfer, demotion, refusal of promotion or the like, including any direct or indirect use of authority to obstruct the Whistle Blowers right to continue to perform his duties / functions including making further Protected Disclosure. The company will take steps to minimize difficulties, which the Whistle Blower may experience as a result of making the Protected Disclosure. Thus if the Whistle Blower is required to give evidence in criminal or disciplinary proceedings, the Company will arrange for the Whistle Blower to receive advice about the procedure etc.

A Whistle Blower may report any violation of the above clause to the Chairman of the Audit Committee, who shall investigate the same and recommend suitable action to the management.

The identity of the Whistle Blower shall be kept confidential to the extent possible and permitted under law. The identity of the complainant will not be revealed unless he himself has made either his details public or disclosed his identity to any other office or authority. In the event of the identity of the complainant being disclosed, the Audit Committee is authorized to initiate appropriate action as per extant regulations against the person or agency making such disclosure. The identity of the

Whistleblower, if known, shall remain confidential to those persons directly involved in applying this policy, unless the issue requires investigation by law enforcement agencies, in which case members of the organization are subject to subpoena.

Any other Employee assisting in the said investigation shall also be protected to the same extent as the Whistle Blower.

Provided however that the complainant before making a complaint has reasonable belief that an issue exists and he has acted in good faith. Any complaint not made in good faith as assessed as such by the audit committee shall be viewed seriously and the complainant shall be subject to disciplinary action as per the Service Rules of the Company. This policy does not protect an employee from an adverse action taken independent of his disclosure of unethical and improper practice etc. unrelated to a disclosure made pursuant to this policy.

12. ACCESS TO CHAIRMAN OF THE AUDIT COMMITTEE

The Whistle Blower shall have right to access Chairman of the Audit Committee directly in exceptional cases and the Chairman of the Audit Committee is authorized to prescribe suitable directions in this regard.

13. COMMUNICATION.

A whistleblower policy cannot be effective unless it is properly communicated to employees. Employees shall be informed through by publishing in notice board and the web site of the company.

14. RETENTION OF DOCUMENTS.

All Protected disclosures documented along with the results of Investigation relating thereto, shall be retained by the Compliance Officer for a period of 5 (five) years or such other period as specified by any other law in force, whichever is more.

15. ADMINISTRATION AND REVIEW OF THE POLICY.

The Managing Director shall be responsible for the administration, interpretation, application and review of this policy. The Managing Director also shall be empowered to bring about necessary changes to this Policy, if required at any stage with the concurrence of the Audit Committee.

16. ANNUAL AFFIRMATION.

The Company shall annually affirm that it has in place an adequate vigil mechanism policy and that it has provided protection to the complainant from unfair adverse personal action. The affirmation shall also form part of Corporate Governance report which is attached to the Annual report of the Company.

Form No. AOC-2

(Pursuant to Clause (h) of Sub-section (3) of Section 134 of the Act and Rule 8(2)

of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arms length basis NOT APPLICABLE

2. Details of contracts or arrangements or transactions at arms length basis

(a) Name(s) of the related party and nature of relationship

NAME OF THE RELATED PARTY

NATURE OF RELATIONSHIP

Bhutan Fruit Products Private Limited

Common Directors

Bhutan Carbide & Chemicals Limited (Purchase)

Common Directors

Bhutan Carbide & Chemicals Limited (Sale)

Common Directors

Bhutan Silicon Metal Private Limited

Common Directors

Bhutan Ferro Alloys Limited

Common Directors

(b) Nature of contracts/arrangements/transactions

NAME OF THE RELATED PARTY

NATURE OF CONTRACT/AGREEMENT/TRANSACTIONS

Bhutan Fruit Products Private Limited

Agency Agreement and Royalty Agreement

Bhutan Carbide & Chemicals Limited

Purchase Agreement

Bhutan Carbide & Chemicals Limited

Sale Agreement

Bhutan Silicon Metal Private Limited

Agency Agreement

Bhutan Ferro Alloys Limited

Day to day transactions

Tashi Metals Private Limited

Agency Agreement

( c) Duration of the contracts / arrangements/transactions

NAME OF THE RELATED PARTY

NATURE OF CONTRACT/AGREEMENT/TRANSACTIONS

Bhutan Fruit Products Private Limited

Agreement: 01.01.2021 - 31.12.2023 Royalty Agreement: 01.04.2022 - 31.03.2025

Bhutan Carbide & Chemicals Limited

Carbide: 01.01.2018-31.12.2018 Ferro Silicon: 01.01.2022 - 31.12.2024

Bhutan Silicon Metal Private Limited

Agency agreement 01.01.2022 - 31.12.2024

Bhutan Ferro Alloys Limited

Day to day transactions

Tashi Metals Private Limited

Agency Agreement 01.06.2022 - 31.05.2025

(d) Salient terms of the contracts or arrangements or transactions including the value, if any

NAME OF THE RELATED PARTY

TERMS OF THE CONTRACTS OR ARRANGEMENTS OR TRANSACTIONS INCLUDING THE VALUE (Rs in Lakhs.)

Bhutan Fruit Products Private Limited (Purchase)

383.67

Bhutan Carbide & Chemicals Limited (Purchase)

7,660.00

Tashi Metals Private Limited (Purchase)

1,656.35

Bhutan Silicon Metal Private Limited (Purchase)

4,585.59

Bhutan Carbide & Chemicals Limited (Sale)

4,416.08

Bhutan Silicon Metal Private Limited (Sale)

2,118.23

Bhutan Ferro Alloys Limited (Sale)

-

Tashi Metals Private Limited (Sale)

2,822.82

(e) Date(s) of approval by the Board

NAME OF THE RELATED PARTY

ADVANCES TO THE REALTED PARTY (as on 31.03.2023) (Rs. In Lakhs )

Bhutan Fruit Products Private Limited

-

Bhutan Carbide & Chemicals Limited

31.56

Bhutan Silicon Metal Private Limited

-

Bhutan Ferro Alloys Limited

29.70

Place : Kolkata Date : 29th May, 2023

For and on behalf of the Board

VINAY KILLA

(DIN:00060906) Independent Director

ROHAN GHOSH

(DIN: 00032965) Managing Director

Information as required under Sections 134(3)(q) and 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel)Rules, 2014 for the year ended 31st March, 2023

SI.No. Requirement .

Details

i) The ratio of the remuneration of each Director to the median of remuneration of employees of the Company for the Financial Year

Mr. Dasho Wangchuk Dorji- 10.18:1

Mr. Rohan Ghosh-10.39:1

Mr. Prem Sagar-0.30:1

Mr. K.N.Malhotra-0.30:1

Mr. Vinay Killa-0.27:1

Ms. Sarada Hariharan-0.15:1

Mr. Dasho Topgyal Dorji 0.15:1

(ii) The percentage increase in remuneration of each Director, Chief

Directors:

Executive Officer, Chief Financial Officer, Company Secretary in the Financial Year.

Mr. Dasho Wangchuk Dorji - 2.57% Mr. Rohan Ghosh - 9.37%

Mr. Prem Sagar - 0.00%

Mr. K.N.Malhotra - 0.00%

Mr. Vinay Killa - (-)12.50%

Ms. Sarada Hariharan - 0.00%

Mr. Dasho Topgyal Dorji - 33.33% Mrs. Mou Mukherjee, CFO-(-) 9.89% Ms. Priyanka Mukherjee, CS - 0.00%

(iii) The percentage increase in median remuneration of employees in the Financial Year.

5.40%

(iv) The number of permanent employees on the rolls of the Company

68

(v) a) Average percentage increase already made in salaries of employees other than the managerial personnel in the last Financial Year

9.46%

b) Its comparison with the percentage increase in the managerial remuneration

0.58:1

c) Justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration

Increase in remuneration is as per the service agreement as approved by the Central Government.

(vi) Affirmation that the remuneration is as per the remuneration policy of the Company

Yes

SECRETARIAL AUDIT REPORT ANNEXURE f

FORM MR-3

(For the financial year ended March 31, 2023)

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members

TAI Industries Limited

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by TAI Industries Limited, CIN- L01222WB1983PLC059695 (hereinafter called the company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on verification of the books, papers, minute books, forms , returns filed and other records maintained by the company, information provided by the Company, its officers (including RTA), agents and authorized representatives, electronic records available in the official portal of the Ministry of Corporate Affairs www.mca.gov.in , portal of the Stock Exchanges, representation made by the Management and considering relaxations granted by the Ministry of Corporate Affairs and Securities and Exchange Board of India on account of ongoing global pandemic Novel Coronavirus (COVID 19), we hereby report that in our opinion, the company has, during the audit period covering financial year ended on 31st March 2023, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed with the stock exchange, in the official portal of the ministry of corporate affairs (MCA) etc. and other records maintained by the company for the financial year ended on 31st March 2023, according to the applicable provisions of:

I. The Companies Act, 2013 (the Act) and the rules made thereunder;

II. The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made thereunder;

III. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

IV. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (not applicable to the Company during the audit period)

V. The following Regulations and Guidelines, as amended from time to time, prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act) to the extent applicable to the company;

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; (not applicable to the Company during audit period)

d. The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulation, 2021; (not applicable to the Company during audit period)

e. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993;

f. The Securities and Exchange Board of India (Share Based Employee Benefits) Regulation, 2014. ( not applicable to the company during audit period)

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations , 2009 ; ( not applicable to the Company during audit period)

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations 2018; (not applicable to the Company during audit period)

i. The Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015;

j. The Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018.

VI. The Management of the Company represented that fiscal, labour and environmental laws and other Statutes which are applicable to such type of companies, are generally complied with which inter-alia includes the followings which are specifically applicable to the company:

(a) Shops and Establishment Act, 1953;

(b) The Employees Provident Fund and Miscellaneous Provisions Act, 1952 and Rules made thereunder;

(c) The Minimum Wages Act, 1948;

(d) The Payment of Bonus Act, 1965;

(e) The Payment of Gratuity Act, 1972;

(f) The standards of Weights and Measures (Enforcement) Act 1985

(g) Food Safety and Standards Act 2006

(h) The Payment of Wages Act, 1936 and other applicable Industrial and Labour Laws.

The management represented us in writing that no prosecution, action was taken against the Company and or its directors and employees during the audit period

VII. We have also examined compliance of the applicable clauses of the following:

a. Secretarial Standards issued by The Institute of Company Secretaries of India with respect to Board Meeting (SS-1) and General Meetings (SS-2).

b. The Listing Agreements entered into by the Company with BSE Limited and the Calcutta Stock Exchange Limited, read with the provisions of the Securities and Exchange Board of India (SEBI) (Listing Obligations & Disclosure Requirements) Regulations 2015.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, Listing Agreements etc. mentioned above, except thefollowing:

Regulation 31(2) of the Securities and Exchange Board of India (Listing Obligation & Disclosure Requirements) Regulations, 2015; require hundred percent of shareholding of promoter(s) and promoter group in dematerialized form, we report that 1216000 Equity shares of the company held by the promoters in physical form which are exempted under SEBI Circular No.SEBI/CIR/ISD/1/2012 dated March 30, 2012, Clause 3( c) in arriving at compliance with 100% Promoters holding in demat form.

We report that:

The Company was unable to upload the application pursuant to Section 196 read with Schedule V of the Companies Act, 2013, for appointment of Mr. Wangchuk Dasho Dorji as Whole-time Director of the Company to the Central Government due to technical glitches in MCA Portal.The Company has taken reasonable steps to resolve the matter with MCA and the same is in process.

We further report that:

a) The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. There were no changes in the composition of the Board of Directors that took place during the period under review.

b) Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

c) The dissenting views of the members of the Board of Directors and Committees thereof were captured and minuted whenever arises. However, No such case has arisen during the period under review.

We report that during the period under review, the Board meetings were conducted through video conferencing and adequate facilities are used to facilitate the Directors at other locations to participate in the meeting.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period, no events occurred which had bearing on the Companys affairs in pursuance of the above referred laws, rules, regulations, guidelines, standard etc.

Place: Kolkata Date: 29th May ,2023

Binita Pandey - Partner ACS:41594,CP:19730 UDIN:A041594E000427861

For T. Chatterjee & Associates Practicing Company Secretaries FRN No. - P2007WB067100

THIS REPORT IS TO BE READ WITH OUR LETTER OF EVEN DATE WHICH IS ANNEXED AS ANNEXURE A AND FORMS AN INTEGRAL PART OF THIS REPORT

AnnexureA

To,

The Members of TAI Industries Limited

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the Guidance Notes on ICSI Auditing Standard, audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

4. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

5. The Secretarial Audit is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

Place: Kolkata Date: 29thMay, 2023

For T. Chatterjee & Associates Practicing Company Secretaries FRN No. - P2007WB067100

Binita Pandey - Partner ACS:41594, CP:19730 UDIN:A041594E000427861