Tarini International Ltd Directors Report.

TO THE MEMBERS OF TARINI INTERNATIONAL LIMITED Dear Shareholders,

Your Directors are pleased to present the Twenty Second Annual Report on the working of the Company for the period from 1st April, 2020 to 31st March, 2021 with audited statements of accounts

FINANCIAL RESULTS

The Company’s Financial Performances during the year 2020-21 as compared to the previous year 2019-20 is summarized below: -

Particulars

STANDALONE for the year ended

CONSOLIDATED for the year ended

March 31, 2021 March 31, 2020 March 31, 2021 March 31, 2020
Total Revenue 2,05,46,573 2,43,21,330 1,75,28,791 1,77,68,861
Total Profit before tax 48,15,467 44,56,143 12,52,420 (19,98,916)
Total Profit after tax 31,43,543 24,64,213 1,26,56,297 65,20,251

RESERVES & SURPLUS

The Company’s reserve & surplus in the year 2021 as per the Standalone Balance sheet has increased to Rs.17,72,13,427/- as compared to the previous year figure of Rs. 17,40,69,884/-

Further, the Company’s reserve & surplus in the year 2021 as per the Consolidated Balance sheet has decreased to Rs. 15,99,02,435/- as compared to the previous year figure of Rs. 16,03,21,939/-

PERFORMANCE REVIEW

On the successful lines, your Company continues to retain the operation & maintenance (O&M) contract for the said project. Keeping in view the good generation by the contractee company your company’s revenue also on the increasing path.

FUTURE PROSPECTS

Your Company informs that after a lull period of almost two consecutive years, owning to lockdown and subsequently overall slowdown in the economy, your Company has swung back into action and is close to securing two contracts (1 domestic & 1 international) as sub contractors for substantial amount of contract, in the near future.

Your Company is also contemplating to revive the other contracts in hand which were temporarily put on hold due to lockdown uncertainty.

DIVIDEND

With a view to provide a cushion for any financial contingencies in the near future and to strengthen the financial position of the Company, your Directors have decided not to recommend any dividend for the period under review.

SUBSIDIARY COMPANIES

The Company has (02) two subsidiaries Tarini Sugars and Distillaries Limited and Venture Infrastructure Limited There are (02) two associate companies within the meaning of Section 2(6) of the Companies Act, 2013 (Act) i.e. Tarini Infrastructure Limited, and Tarini Life sciences Limited. There has been no material change in the nature of the business of the subsidiaries and there is no company which have become or ceased to become subsidiary, joint-venture or Associate Company during the year.

Pursuant to Section 129(3) of the Companies Act, 2013 and Accounting Standard - 21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the Financial Statements of its Subsidiaries.

Further, a separate statement containing the salient features of the financial statements of subsidiaries of the Company in the prescribed form AOC-1 has been given in the Consolidated Financial Statements. In terms of provisions of Section 136 of the Companies Act, 2013, the Company will place separate audited accounts of the Subsidiary Companies on its website.

The Company will make available physical copies of these documents upon request by any shareholder of the Company / subsidiary interested in obtaining the same.

These documents shall also be available for inspection at the Registered Office of the Company during business hours up to the date of ensuing AGM.

PUBLIC DEPOSIT

The Company has not accepted any Public Deposit pursuant to provisions of section 73 of the Companies Act, 2013, during the period under review.

AUDITORS

M/s M. Modi & Associates. Chartered Accountants continues to be the Statutory Auditors of the Company on the remuneration to be decided by the Board of Directors. M/s M. Modi & Associates. Chartered Accountants have submitted a certificate, confirming that their appointment is within the limits prescribed in the Section 139 read with Section 141 of the Act.

The Statutory Auditors have given certain observations in their Audit report as under:

We draw attention to note 31 to Financial Statement regarding the investment amounting Rs.121.59 Lakhs in the subsidiaries, which has suffered recurring losses and has a net capital deficiency. The financial statements of that subsidiary have been prepared assuming that the Company will continue as a going concern. These conditions raise substantial doubt about its ability to continue as a going concern. The standalone financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts that might result that the subsidiary be unable to continue as a going concern. Had the provision been made in the books of account, the profit before tax for the year would have been converted into loss amounting to Rs. 73.44 Lakhs. <

Though there is an accumulated loss in the subsidiary companies, the said companies has not bagged new projects or work orders due to recession scenario. However, lot of bids are still open for participation and the said company will bag some orders in the near future and hence your directors are of the opinion that no adjustment is required at this stage and the same will be done at the appropriate time.

The other observations of the Auditor are self explanatory and need no reply from the Board of Directors.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed Mr. Manoj Sharma, Partner, RSMV & Co. Practising Company Secretaries, to conduct Secretarial Audit for the financial year 2020-21. The Secretarial Audit Report for the financial year ended March 31, 2021 is appended as Annexure I to this Report.

The Report contains the following observations:-

1. The holding company has given the collateral guarantee for the loan taken by its associate company / Directors & loans / advances granted amounting to Rs. 380.39 Lakhs to group companies in which directors are interested; the holding company is yet to comply with the provisions of section 186 of the Companies Act, 2013.

2. The Enforcement Directorate under the Prevention of Money Laundering Act, 2002 has provisionally attached the farm house of the Company and the company has obtained the stay from the High Court of Delhi against the said attached order.

3. The Securities and Exchange Board of India ("SEBT) has passed the order dated 29.03.2019 under section 11 and 11B of the Securities and Exchange Board of India Act, 1992. The company has contested the said order in the Securities Appellant Tribunal vide Appeal No. 179/2019, which has passed an interim order dated 03.05.2019 for no coercive action.

4. The Adjudicating Officer, Securities and Exchange Board of India has passed the order dated 10.02.2020 under section 15-1 of the Securities and Exchange Board of India Act, 1992. The company has filed an appeal against the said order in the Securities Appellant Tribunal.

5. The Nomination and Remuneration Committee consists of one Executive Director (Promoter) in the place of Non-Executive Director. To this extent, there is non-compliance of provision of section 178 (1) of the Companies Act 2013.

6. An Investigation process was initiated by Regional Director (North) Ministry of Corporate Affairs, conseguent to SEBI communication received by MCA, under Section 210(1)(c) of the Companies Act,2013. The Company is co-operating and provided documents as sought and has been ordered by the Inspectors appointed for the purpose of the said investigation.

7. The Registrar of Companies, NCT of Delhi & Haryana had issued a show cause notice vide no. ROC/TS/PP/Tarini/SCN/448/CO/7982 dated 11.12.2018 under section 447 of the Companies Act, 2013 for alleged violation of section 448 of the

Act. The Company vide its letter dated 19th December 2018 furnished the reply and has contested the preposterous allegations therein. As per the information provided to us, the Company has not received any reply from the ROC

8. During the year under review, there was delay in depositing TDS deducted from various parties, Employers and Employees contribution towards PF.

9. During the year under review, Mr. Abhilash Chand Jain as demised and in his place Mr. Durga Prasad was appointed as CFO w.e.f 19th July 2021, within the time permitted under Section 203 of the Companies Act, 2013 read with rules there under.

Your Directors would like to clarify as under to the said observations:

1. It should be noted that these loans were given for execution of various work items by these companies for the projects proposed to be undertaken by the Companies under the same management. It should also be noted that these Companies have no source of funding such as bank loans etc., due to infra start ups in nature. Though the company has ratified the aforesaid advances in the AGM of the company held on 28th September 2019, the loan is still continuing.

2. The Company has obtained the stay from the High Court of Delhi against the said attached order and the stay continues.

3. The observation is a factual statement and your Directors are of the opinion that this observation does not need any reply.

4. The observation is a factual statement and your Directors are of the opinion that this observation does not need any reply.

5. Your Directors are looking for a suitable person for appointment which will be done as earliest as possible.

6. The Company provided the necessary information and statement was recorded during the year 2019 and clarified its position the RD (North, Delhi). The company had also contested the same through a Writ in the Hon’ble High Court of Delhi. The final outcome of the Writ is still awaited. In view of this, your Directors don’t foresee any immediate action in this matter.

7. The Company vide its letter dated 19th December 2018 furnished the reply and has contested the preposterous allegations therein. It is also pertinent to mention the said is also based on SEBI Communication on the same fake premise. The company is also facing double jeopardy and violation of rights and contemplating defending itself without prejudice.

8. Your Directors clarify that the delay is due to the reasons beyond their control. However since the position has slightly improved, your Directors hope to meet these liabilities in future within the stipulated time.

9. The observation is a factual statement and your Directors are of the opinion that this observation does not need any reply.

CORPORATE GOVERNANCE

Your Company has been Complying with the principles of good corporate governance over the years and is committed to the highest standards of Compliance.

Pursuant to the Listing Agreement executed by your Company with the BSE read with Regulation 15(2) of SEBI (LODR) Regulations, 2015, the provisions with regard to compliance of Corporate Governance as specified in regulations 17 to 27 and clauses (b) to (i) of Regulation 46 (2) and Para C, D and E of schedule V are not applicable to your company, keeping in view the fact your company is listed in the SME Platform of the BSE Limited.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

As required under SEBI (LODR) Regulations 2015 the Management Discussion and Analysis Report is attached herewith and forms part of this report.

CORPORATE SOCIAL RESPONSIBILTY (CSR)

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of CSR as specified in Section 135 of the Companies Act, 2013 are not applicable to your Company.

EXTRACT OF THE ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, extract of the annual return in the prescribed format is appended as Annexure II to the Board’s Report. The Annual Return of the Company is available on the website of the Company at the link www.tariniindia.com as per section 92(3) of the Companies Act, 2013 and rule 12 of the Companies (Management and Administration) Rules, 2014 as amended from time to time.

NUMBER OF MEETINGS OF THE BOARD

The Board met (6) Six times during the financial year viz; on 01.06.2020, 29.07.2020, 04.09.2020, 29.10.2020, 13.11.2020, and 09.02.2021.The necessary quorum was present in all the meetings. The intervening gap between any two meetings was not more than one hundred and twenty days as prescribed by the Companies Act, 2013.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The policy of the Company 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 of the Companies Act, 2013, adopted by the Board, has been disclosed separately at Annexure III to the Board’s Report.

COMMITTEES OF THE BOARD

The Board has three committee’s viz., the audit committee, nomination and remuneration committee and Shareholders’ / Investors’ Grievance Committee

The details pertaining to composition of above committees are given separately at Annexure III to the Board’s Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As per the provisions of the Companies Act 2013, Mrs. V Anu Naidu (DIN: 00073661), retires at the ensuing Annual General Meeting and being eligible, seeks re-appointment. The Board recommends his re appointment.

During the Financial Year Mr. Abhilash Chand Jain ceased to be a Chief Financial Officer (CFO) due to his sudden demise on 25.01.2021. Your Board places on record its appreciation for the services rendered by the CFO. Mr. Durga Prasad has been appointed as CFO of the Company w.e.f. from 19th July 2021.

The brief profile of the Director who is to be re-appointed /appointed, are furnished in the notice of the annual general meeting. The Board recommends re-appointment/ appointment of above said Director.

DIRECTORS’ RESPONSIBILITY STATEMENT

The Audited Accounts for the financial year ended March 31, 2021 are in conformity with the requirements of the Companies Act, 2013. Pursuant to Section 134(5) of the Companies Act, 2013, your directors hereby confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss account of the company for that period.

iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) The Directors had prepared the annual accounts on a going concern basis.

v) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

PARTICULARS OF LOANS AND GUARANTEES

Pursuant to the requirement under Section 134(3) (g) of the Companies Act, 2013 the particulars of loans, guarantees or investments under Section 186 of the Act as at end of the Financial Year 2020-21 are attached as Annexure - IV which forms part of this report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis. The Company has not entered in any material related party transaction during the year.

Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 at Annexure V and the same forms part of this report.

Please refer Note No. 35 to the financial statement which sets out related party disr.lnsi iras as nrasrrihfid i indar Ar.r.ni intinn Standard 1R

INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial controls with reference to financial statement, including adherence to the Company’s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

The detailed information about internal controls is set out in the Management Discussion & Analysis report which is attached and forms part of this Report.

VIGIL MECHANISM

The Company has implemented a Whistle Blower Policy and has established a vigil mechanism for employees and Directors to report their genuine concerns. The Whistle

Blower Policy complies with the requirements of Vigil mechanism as stipulated under Section 177 of the Companies Act, 2013. The details of establishment of the Whistle Blower Policy/Vigil mechanism have been disclosed on the website of the Company.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or Courts or tribunals impacting the going concern status and Company’s operations in future.

PARTICULARS OF EMPLOYEES

The information required under section 197 (12) of the Act Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company is appended as Annexure VI to the Board’s report.

As far as the disclosure with regard to Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the information may be treated as NIL.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Provisions of Section 134(3)(m) of the Companies Act, 2013 regarding Conservation of Energy and Technology Absorption does not apply to your Company.

FOREIGN EXCHANGE EARNINGS & OUTGO

During the year under review the foreign exchange earnings and the expenditure was nil.

BUY BACK OF SECURITIES

The Company has not made any offer for buy back of its securities during the year under review.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has in place a formal policy for prevention of sexual harassment of its women employees in line with "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the whole hearted and sincere co-operation the Company has received from its banker, Bank of India and various Government agencies. Your Directors also wish to thank all the employees for their co-operation.