tanvi foods india ltd Directors report

To

The Members,

Your Directors take pleasure in presenting the Sixteenth Annual Report on the business and operations of the company together with the audited financial statements along with the report of the Auditors for the financial year ended March 31, 2023.

FINANCIAL SUMMARY:

The following are the financial highlights of the Company (standalone & consolidated) (Rs. in Lakhs)

	STANDALONE		CONSOLIDATED
Particulars	For the FY ended 31.03.2023	For the FY ended 31.03.2022	For the FY ended 31.03.2023	For the FY ended 31.03.2022
Revenue from Operations	8,052.33	7,954.75	8,155.70	8,052.23
Other Income	6.13	41.57	22.10	52.95
Total Revenue	8,058.46	7,996.32	8,177.80	8,105.17
Total Expenses	8,000.88	7,838.90	8,090.56	7,920.61
Exceptional Items	-	-	-	-
Prior period items	-	-	-	-
Profit before tax	57.58	157.42	87.24	184.56
Tax Expenses	15.11	50.43	20.45	57.96
Profit after tax	42.47	106.99	66.79	126.60
EPS	0.79	1.99	1.24	2.36

REVIEW OF PERFORMANCE & COMPANYS STATE OF AFFAIRS:

AT STANDALONE LEVEL:

Our revenue from operations on standalone basis increased from Rs. 7954.75 Lakh in the previous year to Rs. 8,052.33 Lakh in the current year. Your Company has posted yet another impressive year of performance and managed to remain profitable. Out of the total revenue approx. 88% has been generated from the sale of Frozen Products.

Your Company has incurred total expenses of Rs. 8,000.88 lakhs as compared to Rs. 7,838.90 lakhs in the preceding financial year.

Your Company earned a Net Profit of Rs.42.47 lakhs for the Financial Year ended 31st March, 2023 as compared to Rs. 94.84 Lakh in the preceding financial year.

No amount is being proposed to be transferred to Reserves for the financial year ended 31st March, 2023.

AT CONSOLIDATED LEVEL:

Your Company owns 100% stake in Polar Cube Cold Storage Solutions Private Limited and Squarepeg Distribution Services Private Limited, both being its Wholly Owned Subsidiaries (WOSs). The consolidated financial performance, presented herewith, comprises the financial performance of the Company and that of the said WOSs mentioned above.

At consolidated level, revenue from operations stood at Rs.8,155.70 lakhs and profit before tax stood at Rs. 87.24 lakhs. After providing for taxes, the PAT stood at Rs. 66.79 lakhs.

CONSOLIDATED FINANCIAL STATEMENTS:

Your Company has prepared Consolidated Financial Statements in accordance with Accounting Standard 21 - "Consolidated Financial Statements", prescribed by the Companies (Accounts) Rules, 2014 of the Companies Act, 2013. The Consolidated Statements reflect the results of the Company along with that of its Subsidiaries. The Audited Consolidated Financial Statements together with the Independent Auditors Report thereon are annexed and form part of this Annual Report.

Performance of Subsidiaries

As per Rule 8 of Companies (Accounts) Rules, 2014, a Report on the Financial performance of the Subsidiary Companies is as mentioned below: i) Squarepeg Distribution Services Private Limited

Particulars	2022-23	2021-22
Revenue from operations	18.34	28.46
Total Expenses	16.35	29.41
Tax Profit for the year before extraordinary items and tax	17.14	5.20
Tax Expense	2.08	0.94
Profit/Loss for the period	15.05	4.26
Earnings per Equity Share	5.64	1.60

ii) Polar Cube Cold Storage Solutions Private Limited

Particulars	2022-23	2021-22
Revenue from operations	85.03	75.02
Total Expenses	74.71	60.70
Tax Profit for the year before extraordinary items and tax	11.45	16.41
Tax Expense	3.26	4.89
Profit/Loss for the period	8.19	11.52
Earnings per Equity Share	1.84	2.59

FUTURE OUTLOOK:

The Company is in the process of constructing a new plant at Sitarampuram, around 20 kilometres to the Vijayawada International Airport. This facility is in addition to our current facility in Vijayawada that is in the residential area(s) with a space of 11,000 square feet of building

The factory is designed in compliance of BRC (British Retail Consortium) norms which are the strictest and best standards with 302 clauses which includes food safety plans, FSMS (Food safety management systems), product controls, process controls, personal Hygiene & safety for food and human safety would give us scope to export our products easily.

The main objective of constructing the new plant is get-equipped with the market trends by bringing innovative technology in the industry and thereby to increase the production & market level(s). It also helps us to enable and self-sustain through the single line of business rather on multiple business verticals such as Trading and distribution etc.

The plant is being constructed within a space of 3.5 acre(s) with a multi-variant storage facility available at the site-location of which the exclusive factory construction is with the built-up area of 1,00,000 square feet. The facility will be equipped with state-of-the-art machinery which are imported from Taiwan and Korea and operations will beg automatic & Semi-automatic modes.

On commencement of commercial production at the new factory our production capacities would be enhanced from existing 1,00,000 pieces per day at present to more than 7,00,000 pieces in a better working environment. The range of in-house products also would be enhanced multi-folds. The said facility is expected to be ready and shall commence operations in FY 2023-24.

MATERIAL CHANGES AFTER THE CLOSURE OF THE FINANCIAL YEAR:

Except as stated in this report, no material changes have occurred after the close of the financial year ended 31st March, 2023 till the date of this report.

CHANGE IN THE NATURE OF BUSINESS:

There was no change in the nature of business of your Company during the financial year ended 31st March, 2023.

DIVIDEND:

Your Board of Directors has not recommended any dividend for the financial year ended 31st March, 2023.

ISSUE AND ALLOTMENT OF SECURITIES / CHANGES IN SHARE CAPITAL:

During the period under review, there is no change in the capital structure of the company.

Subsequent to the end of financial year, the following changes took place in the authorized and paid up share capital of the Company.

1. The authorized share capital of the Company was increased from Rs. 6,50,00,000/- consisting of 65,00,000 equity shares of Rs. 10/- each to Rs. 12,50,00,000/- consisting of 1,25,00,000 equity shares of Rs. 10/- each vide approval of the shareholders in their extra ordinary general meeting held on June 14, 2023.

2. The paid capital of the Company was increased to Rs. 10,41,07,750/- divided into 1,04,10,775 equity shares of Rs. 10/- by means of:

a) preferential allotment of 36,44,000 equity shares of Rs. 10/- at a premium of Rs. 38/- per share and b) allotment of 14,00,000 equity shares of Rs. 10/- at a premium of Rs. 38/- per share upon conversion of unsecured loans from Promoters into equity shares

3. Allotment of 13,74,000 equity share warrants of Rs. 10/- each at a premium of Rs. 38/- upon receipt of 25% of the total consideration.

Items 2 and 3 mentioned above were approved by the shareholders in their extra ordinary general meeting held on June 14, 2023 and the said allotments were by the Board in their meeting held on June 28, 2023 in accordance and in compliance with the applicable provisions of the Companies Act, 2013 and SEBI (ICDR) Regulations, 2018 and other applicable provisions.

UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT OF EQUITY SHARES

After the end of the financial year, the Company had raised a total of Rs. 19,14,00,000/- by means of preferential issue of equity shares (details of which are mentioned above) towards Towards completing the state of art facility/plant near Vijayawada, to meet working capital requirement, repayment of unsecured loans, and for other General Corporate Purposes. As at 30.09.2023, the Company had utilized Rs.15,53,72,606/-

The Board hereby confirms that the said funds raised have been utilized only for the purposes for which it were raised.

SUBSIDIARY, JOINT VENTURES & ASSOCIATE COMPANIES

Your company has two wholly owned subsidiaries in India.

Polar Cube Cold Storage Solutions Private Limited - involved in the business of cold storage, warehousing, refrigerated store keepers etc.

Squarepeg Distribution Services Private Limited - provides cargo services.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the financial statements of Subsidiaries/Associates in the prescribed format i.e. Form AOC-1 is provided as Annexure-I to this Report. This statement also provides the details of performance, financial position of each of the subsidiaries/associates and their contribution to the overall performance of the company during the period under report.

Further, your Company undertakes that the Annual Accounts of the Subsidiary Companies and the related detailed information will be made available to its shareholders and to the shareholders of its Subsidiary Companies seeking such information at any point of time. Further, the Annual Accounts of the Subsidiary Companies shall also be kept open for inspection by any shareholder at its registered office and that of the concerned Subsidiary Companies during the office hours.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each subsidiary, are available on our website www.tanvifoods.com

The company has no joint ventures or associate companies till date.

TRANSACTIONS WITH RELATED PARTIES:

During the FY under review, transactions conducted by the Company pursuant to the Agreements entered into with its Related Parties, during the FY 2022-23 were at an arms length basis and in the ordinary course of business and entered considering the business requirements, administrative convenience and in the best interest of the Companies. There are no materially related party transactions made by the Company with the Promoters, Directors, Key Managerial Personnel or any related party, which may have a potential conflict with the interest of the Company at large.

As a matter of Companys Policy all Related Party Transactions are placed before the Audit Committee and the Board for its approval.

The details of related party transactions including that with the Promoters which were entered into during the previous years/ current year are provided in the Note No. 33 forming part of the notes to financial statements.

Disclosure under Regulation 34(3) read with Schedule V of the Listing Regulations Related Party disclosure as per Schedule V of the Listing Regulations

Sl.No In the accounts of	Particulars	Amount at the year ended 2022-23	Maximum amount outstanding during the year 2022-23
1 Tanvi Foods India Limited (Holding Company)	(i) Loans/advances to subsidiaries Polar Cube Cold Storage Solutions Private Limited	Nil	Nil
	Squarepeg Distribution Services Private Limited (Wholly owned subsidiary)	Nil	Nil
	(ii) Loans/advances to associates	NA	NA
	(iii) Loans/advances to firms/ companies in which Directors are interested	NA	NA
2 Tanvi Foods India Limited (Holding Company)	Investment by the Loanee in the shares of parent company/ subsidiary company when the company has made a loan or advance	NA	NA

There were no transactions with the subsidiary companies w.r.t investments, loans and advances during the year. All related party transactions are disclosed in Note 33 of the Financial statements

POLICY ON MATERIAL SUBSIDIARIES

The Policy on Material Subsidiaries as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as approved by the Board is uploaded on the website of the Company and the web link is http://www.tanvifoods.com/investorrelation.html.

DIRECTORS AND KEY MANAGERIAL PERSONS:

During the period under review, following changes took place in the offices of Directors/ KMPs:

S.No Name	Change
1 Ms. Vijaya Lakshmi Marella (DIN 09815723)	Appointment as Additional Director (Independent Category) on 07.12.2022 for a period of 5 years subject to the approval of the shareholders.
	The shareholders in their 15th AGM held on 31.12.2022 approved the said appointment.
2 Mr. Sai Sumith Balusu (DIN 09815659)	Appointment as Additional Director (Independent Category) on 07.12.2022 for a period of 5 years subject to the approval of the shareholders.
	The shareholders in their 15th AGM held on 31.12.2022 approved the said appointment.
3 Mr. Sri Nagaveer Adusumilli (DIN 02096695)	Resigned as CEO of the Company and appointed as Additional Director and Managing Director on 07.12.2022 subject to the approval of the shareholders.
	Further appointed as Chairman of the Company w.e.f 07.12.2022
	His appointment as Director and Managing Director for a period of 3 years w.e.f 07.12.20222 was approved by the shareholders in their 15th AGM held on 31.12.2022
4 Ms. Vasavi Adusumilli (DIN 02589803)	Change in designation to Whole Time Director from Managing Director w.e.f 07.12.2022
5 Ms. Kesara Charita (DIN 07595056)	She was appointed as Additional Director w.e.f 14.02.2022. The Board recommended her approval as Director and Whole Time Director of the Company for a period of 3 years
6 Mr. Gangachari Ryali	Appointed as CFO w.e.f 07.12.2022
7 Ms. Gagandeep Kaur Saluja	Appointed as CS and Compliance Officer w.e.f 11.11.2022
8 Mr. Sarat Chandra Babu Adusumilli (DIN 02589830)	Resigned as Chairman & Whole Time Director of the Company w.e.f 07.12.2022
9 Ms. Sarada Adusumilli (DIN: 02609097)	Resignation as Director of the Company w.e.f 07.12.2022.
10 Mr. Soumith Kumar Sikinderpurkar	Resignation as Company Secretary & Compliance Officer w.e.f 30.05.2022
11 Mr. Naveen Nandigam (DIN 02726620)	Resignation as Independent Director of the Company w.e.f 20.07.2022

Except as stated above, there were no other changes in the composition of Board of Directors of the Company.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received respective declarations from the Independent Directors confirming that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16 (1)(b) of SEBI (LODR) Regulations.

In the opinion of the Board, all the Independent Directors of the Company possess integrity, expertise, and the proficiency justifying their office. Ms. Vijaya Lakshmi Marella, (DIN 09815723) and Mr. Sai Sumith Balusu (DIN 09815659) are in the process of writing the online proficiency test and that they shall complete the same within the prescribed time under the provisions of the Companies Act, 2013.

Independent Directors of your company has duly met during the year to discuss the Performance of the Non-Independent Directors. All independent directors were present during the meeting.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 134(5) of the Companies Act, 2013, the Directors confirm that:

i. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and that no material departures are made from the same; ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the Financial year and of the profits of the company for the period;

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. The annual accounts have been prepared on a going concern basis.

v. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

vi. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

MEETINGS OF THE BOARD OF DIRECTORS:

The meetings of the Board are scheduled at regular intervals to decide and discuss on business performance, policies, strategies and other matters of significance.

The Board duly met 8 times during the Financial Year 2022-23. The Audit Committee & Nomination Remuneration committee met 4 times and the stakeholders committee met 2 times during the year under review. The intervening gap between any two consecutive Board Meetings was within the period prescribed under the provisions of the Companies Act, 2013.

COMPOSITION OF BOARD COMMITTEES:

We have in place all the Committees of the Board which are required to be constituted under the Companies Act 2013 & SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The details of the constituted committees, as on date are as detailed hereunder:

Audit Committee

a) Composition, names of members and Chairperson

Name	Category
Ms. Jonnada Vaghira Kumari	Chairman
(Independent Director)
Ms. Badram Vijaya Lakshmi	Member
(Independent Director)
Mr. Sri Nagaveer Adusumilli	Member
(Executive Director)

The Board has accepted all the recommendations of the Audit Committee.

Nomination and Remuneration Committee

a) Composition, names of members and Chairperson

Name	Category
Ms. Badram Vijaya Lakshmi	Chairman
(Independent Director)
Ms. Jonnada Vaghira Kumari	Member
(Independent Director)
Mr. Sai Sumith Balusu	Member
(Independent Director)

Stakeholders Relationship Committee

a) Composition, names of members and Chairperson

Name	Category
Ms. Jonnada Vaghira Kumari	Chairperson
(Independent Director)
Mr. Sai Sumith Balusu	Member
(Independent Director)
Ms. Vasavi Adusumilli	Member
(Executive Director)

BOARD EVALUATION, NOMINATION AND REMUNERATION POLICY:

In terms of the requirements of the Companies Act, 2013 and the Listing Regulations, an annual performance evaluation of the Board is undertaken where the Board formally assesses its own performance with an aim to improve the effectiveness of the Board and the Committees.

During the year, Board Evaluation cycle was completed by the Company internally which included the evaluation of the Board as a whole, Board Committees and peer evaluation of directors. The exercise was led by the chairman of Nomination and Remuneration Committee Company. The evaluation process focused on various aspects of the functioning of the Board and Committees such as composition of the Board and its committees, experience and competencies, performance of special duties and obligations, governance issues etc., as on outcome of the exercise, it was noted that the Board as a whole is functioning as cohesive body which is well engaged with different perspectives.

Besides, your Company also surveys on the best practices prevalent in the Industry with respect to evaluation of the performance of the Board and its members. Your Company also avails services of professionals seeking their suggestions on the said matter. Based on the inputs received from the aforesaid sources and in accordance with the Policy of the Company, evaluation process is undertaken at appropriate time(s).

The performance evaluation of all the Directors and that of the Board as a whole and its committees was conducted based on the criteria and framework adopted by the board.

The Independent Directors reviewed the performance of Non-Independent Directors, the Board and the Chairperson of the Company. Further, the performance evaluation of Independent Directors was carried out by the entire Board, excluding the director being evaluated. Standard parameters such as attendance, acquaintance with business, communication inter se Board members, effective participation in Board deliberations, compliance with code of conduct, general thought process and inputs etc., are adopted in the process of evaluation.

POLICY ON DIRECTORS APPOINTMENT, REMUNERATION, ETC.:

The Companys policy on directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178 is disclosed on the website of the Company at http://www.tanvifoods.com/investor-relation.html.

The following is the salient features of the said policy:

the Nomination and Remuneration (NR) Committee and the Board shall review on an annual basis, appropriate skills, knowledge and experience required of the Board as a whole and its individual members.

evaluating the suitability of individual Board members, the Nomination and Remuneration Committee

Criteria of Independence

evaluate each individual with the objective of having a

group that best enables the success of the Companys business.

The complete policy is uploaded on the website of the Company.

INTERNAL FINANCIAL CONTROLS:

Your Company has an adequate system of internal financial controls with reference to financial statements, including but not limited to safeguard and protection of assets from loss, their unauthorized use or disposition. All the transactions were properly authorized, recorded and reported to the Management. Your Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting in the financial statements. Your Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

SECRETARIAL STANDARDS:

The Directors state that applicable secretarial standards i.e., SS-1 and SS-2 relating to Meeting of the Board of Directors and General Meetings respectively, have been duly followed by the Company.

STATUTORY AUDITORS:

M/s VNSS & Associates, Chartered Accountants, (FRN 018367S) resigned as Statutory Auditors of the Company w.e.f 05.12.2022 vide their resignation letter dated 05.12.2022 Accordingly, the Board of the Company have appointed M/s. Sagar And Associates, Chartered Accountants as the statutory auditors in casual vacancy for FY 2022-23 subject to approval of the shareholders. Accordingly, the said auditors of the Company have carried out the statutory audit for FY 2022-23.

The Board, pursuant to the recommendation of the Audit Committee recommended their appointment as statutory auditors for a period of 5 years from the conclusion of the 15th AGM till the conclusion of the 20th AGM subject to the approval of the shareholders at the ensuing AGM. The said appointment in casual vacancy for FY 2022-23 and their appointment for 5 years were approved by the shareholders in the 15th AGM of the Company held on 31.12.2022.

There were no frauds reported by the statutory auditors of the Company.

Auditors Observation(s):

1. With reference to the reported delays in depositing undisputed statutory dues and outstanding dues for more than six months: (para vii in the Annexure A to the Report) we would like to mention that the delays were caused purely on account of liquidity crunch on account of unforeseen contingencies at that particular point of time. Most of the said dues have been either paid as on date or will be paid very shortly. The management shall ensure that such delays will not be repeated in the future.

2. With reference to the reported delays in depositing disputed statutory dues mentioned at Note 41 of the Financial Statements, the same have been recognized as Contingent Liabilities and disclosed accordingly. The matters are pending before appropriate forums. Being, self-explanatory, the said matter does not call for any further comments.

Further the Notes on Financial Statements (standalone and consolidated) and the Auditor comments in the Auditors Report are self-explanatory and do not call for any further comments.

INTERNAL AUDITORS:

The Board of Directors, based on the recommendation of the Audit Committee has appointed S M G & Associates LLP, Chartered Accountants, Hyderabad (012605S), as the Internal Auditor of your Company for the Financial Year 2022-23. There were no observations, qualifications or remarks in his report.

SECRETARIAL AUDIT:

Pursuant to provisions of Section 204 of Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 your company have obtained a Secretarial Audit Report from Mr. Zoheb S Sayani, Proprietor of Sayani & Associates, Practicing Company Secretary, Hyderabad. The copy of said Report is attached herewith and marked as Annexure II.

OBSERVATIONS:

The comments of the secretarial auditors are self-explanatory and further does not require any further comments.

MAINTENANCE OF COST RECORDS:

Your Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

LOANS, GUARANTEES AND INVESTMENTS:

The investments made by the Company in its following wholly owned subsidiaries continue to remain as such during the year under review:

Squarepeg Distribution Services Private Limited (Rs.43,30,740) - 2,67,000 equity shares of Rs.10 each.

Polar Cube Cold Storage Solutions Private Limited (Rs.74,80,450) - 4,45,000 equity shares of Rs.10 each.

The Company has not extended any loan, Corp Guarantee / Security falling within the purview of Section 186 of the Companies Act, 2013. Details of all loans and investments are disclosed at various places in the financial statements of the Company.

FIXED DEPOSITS:

Your Company has neither accepted nor repaid any deposits during the financial year ended on 31st March, 2023. Further, there were no outstanding deposits as at the beginning or at any time during the financial year. Hence, no details are required to be provided pursuant to Rule 8 (5) (v) & (vi) of the Companies (Accounts) Rules, 2014.

Further, the details of unsecured loans borrowed from Directors during the FY ended 31st March, 2023 and / or outstanding as on the said date are as hereunder:

Sl. No. Name	Borrowings during the year (Rs. In lacs)	Amt. outstanding as on 31st March, 2023 (Rs. In lacs)
1. Mr. Sri Nagaveer Adusumilli	140.50	140.50
(DIN 02096695)
2. Mr. Vasavi Adusumilli	255.61	653.28
(DIN: 02589803)
3. Mr. Kesara Charita	238.50	238.50
(DIN 07595056)

Further, the said Directors have provided declaration(s) in writing that the amounts lent by them are their own funds and not been given out of funds acquired by them by borrowing or accepting loans or deposits from others.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and as amended in respect of our employees, is attached herewith and marked as Annexure III.

Your company hereby affirms that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

Further, company do not have any employee whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and as amended i.e. Rs.8.5 lakhs per month or Rs.1.02 Crores per annum.

Further, details of top ten employees in terms of remuneration drawn during the financial year ended 31stMarch, 2023 as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and as amended is attached herewith and marked as Annexure III.

RISK MANAGEMENT POLICY:

A risk management policy has been devised and adopted by the Board.

Pursuant to the said policy, the Board (a) oversees and approves the Companys enterprise wide risk management framework and (b) oversees that all the risks that the organization may face such as material procurement, sale and distribution, financial, liquidity, security, legal, regulatory, reputational and other risks have been identified and assessed and ensures that there is an adequate risk management mechanism in place capable of addressing those risks.

The policy aims at sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business.

CORPORATE SOCIAL RESPONSIBILITY POLICY:

Since the Company does not fall within any of the parameters specified under the provisions of Section 135 of the Companies Act, 2013 read with Rules made thereunder, reporting pursuant to Section 134(3) (o) is Not Applicable.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE INFLOW AND OUTFLOW:

The details regarding Energy Conservation, Technology Absorption, Foreign Exchange Inflow and Outflow as required under Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are given in the Annexure IV and forms part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

In accordance with the provisions of SEBI (LODR) Regulations, 2015, a Report on the Management Discussion and Analysis is set out in Annexure V attached to this Report.

CORPORATE GOVERNANCE:

The Companys policy on Corporate Governance is simple and forward looking. Tanvi Foods aims at maximizing the stakeholders value legally, ethically and sustainably. It always seeks to ensure that the performance is driven by integrity. The board exercises its fiduciary responsibilities in the widest sense of the term. Company also endeavors to enhance long-term shareholder value and respect minority rights in all our business decisions.

Your Company, being listed on BSE SME segment, the provisions as regards Corporate Governance and related disclosures in the Annual Report are not applicable to it.

ANNUAL RETURN:

In accordance with Section 134 (3) (a) of the Companies Act, 2013, a copy of Annual Return in the prescribed format i.e. Form MGT -7 along with attachments is placed on the website of the Company, www.tanvifoods.com

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has in place a robust and full-fledged Vigil Mechanism and a Whistle Blower Policy for its directors and employees, to report concerns about unethical behavior, actual or suspected fraud or violation of the Companys code of conduct in terms of Section 177 (10) of the Act and Rules thereunder. The mechanism provides adequate safeguards against victimization of persons who use this mechanism.

Ms. Jonnada Vaghira Kumari, Independent Director of the Company supervises the Vigil Mechanism Policy; all the employees have direct access to report their concerns and complaints. During the year under the review no complaint has been received.

The Vigil Mechanism and Whistle Blower Policy adopted by the Company isuploaded on the website of the Company at https://tanvifoods.com/

LISTING & TRADING:

The equity shares of your Company are listed on the SME Platform of BSE Limited. The listing fee for the financial year 2022-23 has been duly paid.

DEMATERIALIZATION OF SHARES:

Total paid up share capital of your Company is in dematerialized form as on 31st March, 2023.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no orders passed by the Regulators / Courts which would impact the going concern status of your Company and its future operations. Further, we confirm that there were no instances of fraud to be reported by the Auditors vide their Report for the FY 2022-23.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE:

Your company strongly support the rights of all our employees to work in harassment free environment. We have adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act") and the Rules made thereunder. The policy aims to provide protection to Employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where Employees feel secure.

Further, Company have in place a Committee under the name and style "Internal Complaints Committee" in compliance of POSH Act, which looks into various matters concerning harassment, if any, against women at workplace, addresses concerns and complaints of sexual harassment and recommends appropriate action. This Committee was constituted to specifically provide a safe, secure and enabling environment, free from sexual harassment to every woman.

Your company further confirm that during the year under review, there were no cases filed pursuant to the said Act.

GENERAL:

The Company has complied with all the provisions of the secretarial standards as applicable to the Company.

The other disclosures to be disclosed pursuant to Section 134 and other applicable provisions , if any of the Act and rules framed thereunder and as under SEBI Regulations are not applicable to the Company.

ACKNOWLEDGEMENT:

Your Directors would like to express their profound gratitude for the assistance, support and co-operation received from the Banks, Government authorities, Business Partners, Customers and other Stakeholders for the confidence reposed in the Company.

Further, your directors also wish to place on record their sincere appreciation for the committed services, hard work, dedication and commitment of the Executives, Staff and Workers of the Company at all levels.