tarsons products ltd share price Directors report

Dear Members,

Your Board of Directors? take pleasure in presenting the 40th Annual Report of the Tarsons Products Limited ("The Company" or "Tarsons") on the business and operations of the Company, together with the Audited Financial Statements, prepared in compliance with Ind AS Accounting Standards, for the year ended 31st March, 2023.

FINANCIAL SUMMARY & PERFORMANCE HIGHLIGHTS

The Company?s performance during the financial year under review as compared to the previous financial year is summarized below:

( in Million)

Particulars	2022-23	2021-22
Revenue from Operations	2,832.48	3,007.94
Profit before Finance Cost, Depreciation, Tax& Other Income	1,297.62	1,526.99
Finance Cost	44.67	42.16
Depreciation	285.09	219.61
Other Income	119.34	84.67
Share of Profit/(Loss) of Subsidiary	-	-
Profit Before Tax (PBT)	1087.20	1,349.89
Current Tax	269.51	332.48
Deferred Tax	10.55	10.77
Net Profit After Tax (PAT)	807.14	1,006.64
Other Comprehensive Income (Items that will not be reclassified subsequently to Profit or Loss)	(12.41)	2.06
Total Comprehensive Income for the Year	794.73	1,008.70
Earnings per equity share (In INR)
Basic earnings per share	15.17	19.46
Diluted earnings per share	15.17	19.46

Note:

1. Figures in brackets represent deductions.

2. Previous year?s figures have been regrouped/reclassified wherever necessary to correspond with the current year?s classification/disclosure.

During the year under review, the revenue from operations and other income stood at 2,951.82 Million as compared to the last year?s revenue of 3,092.61 Million. The earnings before interest, taxes, depreciation, and amortization (EBITDA?) for the year, excluding the effect of foreign exchange fluctuation loss/ (gain) and other income was 1297.62 Million as compared to 1526.99 Million for the previous year. The Company recorded a Profit after Tax (PAT) of 807.14 Million compared to 1006.64 Million in 2021-22, showcasing a de-growth of 19.82%. The EPS on financials for the year ended on 31st March, 2023 was 15.17.

The Audited Financial Statements for the Financial Year ended 31st March, 2023, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standard (hereinafter referred to as "Ind AS") prescribed under Section 133 of the Companies Act, 2013 (The Act?) and other recognized accounting practices and policies to the extent applicable. Necessary disclosures with regard to Ind-AS reporting have been made under the Notes to Financial Statements. More details on the financial statements of the Company along with various financial ratios are available in the Management Discussion & Analysis Report (MDAR?) forming part of this Annual Report.

STATE OF COMPANYS AFFAIR AND BUSINESS OVERVIEW

Tarsons is an Indian labware Company engaged in designing, developing, manufacturing and marketing of consumables?, reusables? and others? (including benchtop equipment), used in various laboratories across research organizations, academia institutes, pharmaceutical companies, CROs, diagnostic companies and hospitals. The Company is also engaged in the manufacturing of wide range of quality labware products which helps scientific discovery and improve healthcare. Tarsons currently operate through five manufacturing facilities located in West Bengal. The Company cater to a diverse range of end customers across various sectors which include research organizations, academic institutions, pharmaceutical companies, CROs, diagnostic companies and hospitals and distribute the products to these end customers on a pan-India basis through authorized distributors.

Tarsons? primary growth objective revolves around establishing itself as a leading supplier of high-quality labware products in the international market, adhering to global standards, focusing on expanding the new facilities and diligently working to establish a robust and esteemed brand, "TARSONS" within the life science community. Considering the revival in the industry and with the upcoming capacity expansion, your Company maintain a positive outlook on the next phase of growth for the Company.

A key focus of the business is promoting and maintaining operational quality, a people-centric culture and an effective technology system thus, offering and contributing to the Company?s growth by focusing on branding & promotion to enhance visibility in the labware industry to increase brand awareness & loyalty, manufacture of new products in the cell culture & robotic handled consumables. The Company has also implemented strategic cost saving and efficiency improvement processes such as advanced automation solutions to improve productivity and continue to invest in automation in order to avoid human error.

More details on the state of Company?s affair and business overview are discussed in the MDAR forming part of this Annual Report.

DIVIDEND & APPROPRIATIONS

The Board of Directors of your Company, after considering various financial/non-financial parameters has decided that it would be prudent not to recommend any Dividend for the financial year ended 31st March, 2023.

As per Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations?), the Company has formulated Dividend Distribution Policy taking into account the parameters prescribed in the said Regulations. The Dividend Distribution Policy is available on Company?s website at https://tarsons.com/wp-content/uploads/2022/06/ Dividend-Distribution-Policy.pdf.

TRANSFER TO RESERVES

The Directors? do not propose to transfer any amounts to the general reserves of the Company, instead have recommended to retain the entire of profits for the financial year ended 31st March, 2023 in the profit and loss account.

SHARE CAPITAL

a) Authorized Share Capital

During the year under review, there is no change in the Authorized, Issued, Subscribed and Paid-up Share Capital of the Company.

As on 31st March, 2023 the Authorized Share Capital of the Company is 100,000,000 Equity Shares of 2/- each amounting to 200,000,000 (Rupees Two Hundred Million).

b) Issued, Subscribed and Paid-up Share Capital

As on 31st March, 2023 the Issued, Subscribed and Paid-Up Share Capital of the Company is 53,206,281 Equity Shares of 2/- each amounting to 106,412,562 (Rupees One Hundred Six Million Four Hundred Twelve Thousand Five Hundred Sixty-Two).

c) Utilization of Proceeds of IPO

Pursuant to the Regulation 32 of the Listing Regulations, a statement/explanation for the deviation(s) or variation(s) in the use of proceeds of IPO is herein given below:

Particulars of Issue	Shares Issued	Amount Raised		Deviation(s) or Variation(s) in the use of proceeds of issue, if any
IPO	22,65,861 equity shares of face value of 2/- (Rupees Two only) each by way of fresh issue through IPO of the Company.	1,49,70,06,041/- (Rupees Forty-Nine Crores Seventy Six Thousand and Forty-One through fresh issue.	One Lakh only)	There were no instances of deviation(s) or variation(s) in the utilization of proceeds as mentioned in the objects stated in the Prospectus, in respect of the IPO issue of the Company*.

 

*Necessary disclosures have been made to the Stock Exchanges in the Statement of Deviation/Variation Report issued quarterly along with the Financial Statements.

The proceeds of IPO were utilized for the objects as disclosed in the Prospectus. Details as on 31st March, 2023 are as follows:

Sl. No.	Name of the Object	Brief description of the object	Original Amount proposed to be utilised as per the offer document ( in Millions)	Revised Amount proposed to be utilized ( in Millions)	Amount utilized ( in Millions)	Total unutilized Amount ( in Million)
1.	Funding capital expenditure for the Proposed Expansion	To be utilized for the construction of New Plant at Panchla, West Bengal.	620.00	620.00	256.35	363.65
2.	Repayment/prepayment of certain borrowings of the Company	Utilized for the repayment of Loan Liabilities of Company.	785.40	785.40	785.40	0.00
3.	General corporate purposes	To be used for the General requirement of the Company.	16.21	20.47	20.47	0.00
4.	Offer related expenses in relation to the Fresh Issue	To be used to meet the expenses of the offer.	74.73	71.14	71.14	0.00
Total			1496.34	1497.01	1133.36	363.65

i. The Company has made repayment of one of the installment of the borrowings which were proposed to be repaid out of the IPO proceeds amounting to 5.53 Million from own internal accruals before receipt of IPO proceeds. The Company has utilised this amount for repayment of other loan from the same lender after obtaining approval from the Audit Committee and Board of Directors of the Company.

ii. The Company has utilised (i) unspent offer related expenses amounting to 3.59 Million and (ii) amount received on lower subscription of Employee Reserved Shares amounting to 0.67 Million towards the General Corporate Purpose after taking approval from the Audit Committee and Board of Directors of the Company. Consequent to this the revised amount utilised towards General Corporate Purpose has increased from 16.21 Million to 20.47 Million.

The details of delay in implementation of the object(s) is mentioned hereunder as:

Object(s) Name	Particulars of activities	Completion Date		Delay (No. of days/ months)	Comments of the Board of Directors
		As per Offer Document	Actual/ Revised Estimate*		Reason of delay	Proposed Course of Action
Funding capital expenditure for the Proposed Expansion	Civil design and construction	31st January, 2023	31st July, 2023	6 months	Unforeseen delay in construction and delay in receiving the machineries/ moulds.	The construction should be completed within July 2023 and production should be started within January 2024
	Erection and precommissioning activities	31st July, 2023	31st January, 2024	6 months
	Commissioning commencement	01st August, 2023	31st January, 2024	6 months

 

*The Audit Committee and Board of Directors at their respective meetings held on 10th March, 2023 had approved the extension of time limit by six months for the completion of activities pertaining to objects as stated in the prospectus documents.

DETAILS OF SUBSIDIARY, JOINT VENTURES AND ASSOCIATES/CONSOLIDATED FINANCIAL STATEMENTS

The Company had one subsidiary i.e., Inlabpro Pte. Limited, which was incorporated on 20th July, 2020 with paid-up capital of USD 1 divided into 1 equity shares, in Singapore. However, on account of COVID-19 pandemic and not being commercially viable, the Board of Directors passed a resolution on 14th June, 2021 to wind up the Subsidiary. Accordingly, an application for winding up was filed. However, subsidiary have been struck off on 6th June, 2022 under the laws of Singapore where it was incorporated and noted by the Board in its meeting held on 6th August, 2022.

During the financial year under review, Inlabpro Pte. Limited ceased to be a Subsidiary Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL DIRECTORS

The Board of the Company is comprised of eminent persons with proven competence and integrity. Besides the experience, strong financial acumen, strategic astuteness and leadership qualities, they have a significant degree of commitment towards the Company and devote adequate time to the meetings and preparation.

In the opinion of the Board, all the directors, as well as the directors re-appointed during the year possess the requisite qualifications, experience and expertize and hold high standards of integrity. Criteria for determining qualification, positive attributes and independence of a director is given under the Nomination and Remuneration Policy, which can be accessed at the link - https://tarsons.com/wp-content/uploads/2022/04/Nomination-and-Remuneration-Policy.pdf

Reappointment of Directors

Mr. Sanjive Sehgal (DIN: 00787232)

Mr. Sanjive Sehgal (DIN: 00787232) was appointed as the Chairman & Managing Director of the Company for a period of 5 (Five) years commencing from 26th July, 2018. His current term is set to expire on 25th July, 2023. The Board of Directors of the Company at its meeting held on 27th May, 2023 and based on the recommendation of the NRC at its respective meeting held on 10th May, 2023, re-appointed Mr. Sanjive Sehgal (DIN: 00787232) as the Chairman & Managing Director of the Company for a period of 5 (Five) years commencing from 26th July, 2023 to 25th July, 2028, subject to approval of members at the ensuing 40th Annual General Meeting ("AGM").

Mr. Rohan Sehgal (DIN: 06963013)

Mr. Rohan Sehgal (DIN: 06963013) was appointed as the Whole-Time Director of the Company for a period of 5 (Five) years commencing from 26th July, 2018. His current term is set to expire on 25th July, 2023. The Board of Directors of the Company at its meeting held on 27th May, 2023 and based on the recommendation of the NRC at its respective meeting held on 10th May, 2023, re-appointed Mr. Rohan Sehgal (DIN: 06963013) as Whole-Time Director of the Company for a period of 5 (Five) years commencing from 26th July, 2023 to 25th July, 2028, subject to approval of members at the ensuing AGM.

Mr. Viresh Oberai (DIN: 00524892)

Mr. Viresh Oberai (DIN: 00524892) was appointed as an Independent Director of the Company for a period of 5 (Five) years commencing from 20th November, 2018. His current term is set to expire on 19th November, 2023. The Board of Directors of the Company at its meeting held on 27th May, 2023 and based on the recommendation of the NRC at its respective meeting held on 10th May, 2023 ("NRC"), have re-appointed Mr. Viresh Oberai (DIN: 00524892) as an Independent Director of the Company for a second term of 5 (Five) consecutive years commencing from 20th November, 2023 to 19th November, 2028, subject to approval of members at the ensuing AGM.

Retirement by Rotation

Pursuant to the provisions of Section 152(6)(d) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 and Articles of Association of the Company Mr. Rohan Sehgal, Whole-time Director, shall retire by rotation at the ensuing AGM and being eligible has offered himself for re-appointment.

The necessary disclosures required under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards-2 on General Meetings issued by the Institute of Company Secretaries of India, for the above-mentioned re-appointment are provided in the Notice of AGM

KEY MANAGERIAL PERSONNEL

As on 31st March, 2023, the following person have been designated as Key Managerial Personnel ("KMP") of the Company pursuant to the provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Sr. No	Name	Designation
1.	Mr. Santosh Kumar Agarwal	Chief Financial Officer and Company Secretary & Compliance Officer

DECLARATION BY 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(6) & 149(7) of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) and 25(8) of the SEBI Listing Regulations.

In the opinion of the Board all the Independent Directors fulfill the conditions specified in the Act and Listing Regulations with regard to integrity, expertize and experience (including the proficiency) of an Independent Director 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.

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

On the recommendation of Nomination and Remuneration Committee, the Company has formulated and adopted a Nomination and Remuneration Policy which is in accordance with the Companies Act, 2013 and the Listing Regulations. The Policy aims to attract, retain and motivate qualified people at the board and senior management levels and ensure that the interests of Board members & senior executives are aligned with the Company?s vision and mission statements and are in the long-term interests of the Company.

The Nomination and Remuneration Policy of the Company has been designed with the following basic objectives:

a. To set out a policy relating to remuneration of Directors, Key Managerial Personnel?s, Senior Management Personnel?s and other employees of the Company.

b. To formulate criteria for appointment of Directors, Key Managerial Personnel?s and Senior Management Personnel?s.

c. To formulate the criteria for determining qualification, competencies, positive attributes and independence for appointment of a director.

The Policy is available on the website of the Company at https://tarsons.com/wp-content/uploads/2022/04/Nomination-and- Remuneration-Policy.pdf.

NUMBER OF MEETINGS OF THE BOARD

Your Board meets at regular intervals to discuss and decide on business strategies/policies and review the Company?s financial performance. During the Financial Year 2022-23, 6 (six) Board Meetings were held. The meetings were held Physically/Virtually in accordance with the applicable provisions of the Companies Act, 2013. The details relating to Board Meetings and attendance of Directors in each board meeting held during the financial year 2022-23 has been separately provided in the Corporate Governance Report.

COMMITTEES OF THE BOARD

The constitution of the Board Committees is in acquiescence of provisions of the Companies Act, 2013 and the relevant rules made thereunder, Listing Regulations and the Articles of Association of the Company. The Board has constituted 6 (six) Committees viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee and IPO Committee to deal with specific areas/activities that need a closer review and to have an appropriate structure for discharging its responsibilities.

The composition, terms of reference, attendance of directors at the meetings of all the above Committees has been disclosed in the Corporate Governance Report.

There has been no instance where the Board has not accepted any of the recommendations of the Audit Committee.

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

Pursuant to the provisions of the Companies Act, 2013, Regulation 17(10) and other applicable provisions of the Listing Regulations and in consonance with Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India ("SEBI"), vide its circular dated January 05, 2017, the Board of Directors of the Company have formulated a Board Evaluation Policy which lays down the manner of evaluation of the Board as a whole, its committees and the individual Directors.

The Board on the recommendation of the Nomination and Remuneration Committee carried out an annual performance evaluation of the Board as a whole and directors individually (including Independent Directors). The Board also carried evaluation of the performance of its various Committees for the year under consideration. The performance evaluation of the Directors was carried out by the entire Board, other than the Director being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors were carried out by the Independent Directors. The Directors expressed their satisfaction over the evaluation process.

The Evaluation process covers a structured questionnaire for evaluation by Board members and the evaluation mechanism with definite parameters has been explicitly described in the Corporate Governance Report. The process of evaluation has been detailed below:

Evaluation Structure

Feedback for each of the evaluations was sought by way of internal structured questionnaires with the Directors and the Committee for accessing the questionnaires and submitting their feedback/comments. The questionnaires for performance evaluation are in alignment with the guidance note on Board evaluation issued by the SEBI and cover various attributes/functioning of the Board such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties etc., based on the criteria approved by the NRC. The Members were also able to give qualitative feedback and comments apart from the standard questionnaires.

Results of Evaluation

The outcome of the evaluations was presented to the Board, the NRC and the Independent Directors at their respective meetings for assessment and development of plans/suggestive measures for addressing action points that arise from the outcome of the evaluation. The Directors expressed their satisfaction on the parameters of evaluation, the implementation and compliance of the evaluation exercise done and the results/outcome of the evaluation process.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013, the Directors of the Company, based on representation from the management and after due enquiry, confirm that:

(i) in the preparation of the Annual Accounts for the year ended 31st March, 2023, the applicable Indian Accounting Standards have been followed and there are no material departures from the same;

(ii) they 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 state of affairs of the Company as at 31st March, 2023 and of the profit of the Company for the year ended on that day;

(iii) they have taken 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 frauds and other irregularities;

(iv) the Annual Accounts for the year ended 31st March, 2023 have been prepared on a "going concern" basis;

(v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively throughout the financial year ended 31st March, 2023.

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively throughout the financial year ended 31st March, 2023.

RISK MANAGEMENT

The Company has built a comprehensive risk management framework that seeks to identify all kinds of anticipated risks associated with the business and to take remedial actions to minimize any kind of adverse impact on the Company. The Company understands that risk evaluation and risk mitigation is an ongoing process within the organization and is fully committed to identify and mitigate the risks in the business. The Company has established the three levels of risk management responsibilities in its risk management structure. These are- (a) Risk Governance and Surveillance, (b) Risk Review and Management and (c) Risk Ownership and Control.

The Company has also set up a Risk Management Committee to monitor the existing risks as well as to formulate strategies towards identifying new and emergent risks. The Risk Management Committee identifies the key risks for the Company, develops and implements the risk mitigation plan, reviews and monitors the risks and corresponding mitigation plans on a regular basis and prioritizes the risks, if required, depending upon the effect on the business/reputation. The Company has also formulated and implemented a Risk Management Policy which is approved by the Board of Directors in accordance with Listing Regulations, to identify and monitor business risk and assist in measures to control and mitigate such risks. The Policy is available on the Website of the Company at https://tarsons.com/wp-content/uploads/2022/04/Risk-Manangement-Policy.pdf. The other details in this regard are provided in the Corporate Governance Report, which forms part of this Annual Report.

INTERNAL FINANCIAL CONTROLS

According to Section 134(5)(e) of the Act and Regulation 17(8) of Listing Regulations in terms of internal control over financial reporting, the term Internal Financial Control (IFC) means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company?s policies, the safeguarding of its assets, the prevention and early detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

The Company has a well-established internal control framework, which is designed to continuously assess the adequacy, effectiveness and efficiency of financial and operational controls and the Board is responsible for ensuring that IFC are laid down in the Company and that such controls are adequate and operating effectively.

The Company believes that strengthening of internal controls is an ongoing process and there will be continuous efforts to keep pace with changing business needs and environment.

The Company?s internal control systems are commensurate with the nature of its business, size and complexity of the operations. These are routinely tested and certified by Statutory as well as Internal Auditors. Further there were no letters of internal control weaknesses issued by the Internal Auditor or the Statutory Auditors during the financial year under review.

Necessary certification by the Statutory Auditors in relation to IFC under section 143(3)(i) of the Act forms part of the Audit Report.

CORPORATE SOCIAL RESPONSIBILITY

In compliance with the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted a Corporate Social Responsibility (CSR) Committee. It is committed to ensure the social wellbeing of the communities through its CSR initiatives, in alignment with the Company?s key priorities. The details of the Committee along with its terms of reference has been disclosed in detail in the Corporate Governance section of Annual Report.

The Company has adopted a Corporate Social Responsibility Policy in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014 which can be accessed at https://tarsons.com/wp-content/uploads/2022/05/Corporate- Social-Responsibility-Policy.pdf. The Policy inter alia briefs the areas in which CSR outlays can be made, objectives, the various CSR Programs/Projects which can be undertaken, implementation of the said programs and projects, criteria for identification of the implementing agencies, monitoring and evaluation mechanisms and annual action plan.

The Company has made an advance CSR expenditure amounting to 33.12 Million in the year 2020-21 by donating KN-95 mask with and without valve to Tata Medical Centre, Kolkata, Rabindranath Tagore International Institute of Cardiac Science (Narayana Hrudayalaya Limited) and in the Local area and Community directly. During the year 2022-23, the Company has utilized 18.55 Million from the advance CSR obligation.

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, all the transactions entered into by the Company with related parties were in compliance with the applicable provisions of the Act and the Listing Regulations, details of which are set out in the Notes to Financial Statements forming part of this Annual Report. All related party transactions are entered into only after receiving prior approval of the Audit Committee. Further, in terms of the provisions of Section 188(1) of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, all contracts/arrangements/ transactions entered into by the Company with its related parties, during the financial year under review, were in ordinary course of business and on arm?s length and not material.

In line with the requirements of the Act and the Listing Regulations, the Company has also formulated a Policy on dealing with Related Party Transactions (RPTs?) and the same is available on the website of the Company at https://tarsons.com/wp- content/uploads/2022/04/Related-Party-Transactions-Policy.pdf.

Further, the Company has not entered into any contracts/arrangements/transactions with related parties which are material in nature in accordance with the RPT Policy of the Company nor any transaction has any potential conflict with the interest of the Company at large.

No transactions were carried out during the year which requires reporting in Form AOC - 2 pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of loans, guarantees and investments covered under the provisions of Section 186 of the Act form part of the Notes to the financial statements of the Company.

PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time in respect of Directors/employees of the Company is attached as "Annexure- II" to this report.

The information required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time-to-time forms part of this Report. However, in terms of Section 136 of the Act, the annual report is being sent to the shareholders excluding the said statement. The said information is readily available for inspection by the shareholders at the Company?s registered office during the business hours on all working days up to the date of ensuing Annual General Meeting and shall also be provided to any shareholder of the Company, who sends a written request to the Company Secretary and Compliance Officer at investor@tarsons.com.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHNAGE EARNINGS AND OUTGO

Information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated in Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 for year ended 31st March, 2023 is provided below:

A. Conservation of Energy
i. Steps taken or impact on conservation of energy
ii. Steps taken for utilizing alternate sources of energy	Nil
iii. Capital investment on energy conservation equipment?s
B. Technology absorption
i. Efforts made towards technology absorption
ii. Benefits derived like product improvement, cost reduction, product development or import substitution
iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- • the details of technology imported • the year of import • whether the technology been fully absorbed • If not fully absorbed, areas where absorption has not taken place, and the reasons thereof	Nil
iv. The expenditure incurred on Research and Development
C. Foreign Exchange Earnings and Outgo ( in Million)
1. Foreign Exchange Earnings by the Company	914.61
2. Foreign Exchange Expenditure by the Company (Value of Imports and Other Foreign Expenditure)	1139.17

AUDITORS & AUDIT REPORTS Statutory Auditors and Auditors Report

Members of the Company at their 35th Annual General Meeting held on 28th September, 2018, approved the appointment of Price Waterhouse Chartered Accountants LLP Chartered Accountants, (PWC?), having Firm Registration No. FRN012754N/ N500016, as the Statutory Auditors of the Company for a term of five consecutive years commencing from financial year ending 31st March, 2019 to hold office from the conclusion of 35th AGM till the conclusion of the 40th AGM of the Company to be held in the year 2023.

Considering their expertize and performance as Auditors of the Company during their present tenure, the Audit Committee of the Company, after due deliberation and discussion, recommended the re-appointment of PWC as statutory auditors of the Company for a second term of 5 (five) years to hold office from the conclusion of the 40th AGM to be held on 14th July, 2023 till the conclusion of the 45th AGM of the Company to be held in the financial year 2028-29. Further, the remuneration to be paid to Statutory Auditors for the financial year 2023-24 is 33 Lakhs plus out of pocket expenses and applicable taxes and the remuneration for the remaining tenure of their second term as Statutory Auditors shall be mutually agreed between the Board of Directors and PWC, from time to time.

The above proposal forms part of the Notice of the AGM for your approval.

The Auditor?s Report on the Audited Financial Statements of the Company for the year ended 31st March, 2023 forms part of this Annual Report and are unmodified and there are no qualifications, reservation, adverse remark or disclaimer made by the statutory auditors in their report.

During the year under review, the Auditors did not report any matter under Section 143(12) of the Act therefore no detail is required to be disclosed under Section 134(3) of the Act.

Internal Auditors

The Company has in place an adequate internal audit framework to monitor the efficacy of the internal controls with the objective of providing to the Audit Committee and the Board of Directors, an independent, objective and reasonable assurance on the adequacy and effectiveness of the Company?s processes. The Internal Auditor reports directly to the Chairman of the Audit Committee.

M/s. Grant Thornton Bharat LLP (LLP Registration No. AAA-7677), were appointed as the Internal Auditors of the Company for the year 2022-23 in the Board Meeting held on 27th May, 2022 in accordance with the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014.

Secretarial Auditors

The Board at its meeting held on 27th May, 2022, had appointed M/s. Manisha Saraf & Associates, Practicing Company Secretaries (FRN S2019WB666200) as Secretarial Auditor of the Company for the financial year 2022-23. In terms of Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Secretarial Audit Report given by the Secretarial Auditors in Form No. MR-3 is annexed to this Report as Annexure III. There are no qualifications, reservations or adverse remarks made by Secretarial Auditors in their Report.

Cost Auditors and Cost Audit Report

The Company is not required to maintain cost records in terms of the requirements of Section 148 of the Act and rules framed thereunder, hence such accounts and records are not required to be maintained by the Company.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy and established the necessary Vigil Mechanism, which is in line with the Regulation 22 of the Listing Regulations and Section 177 of the Companies Act, 2013 for its Directors and employees. Pursuant to the Policy, the Whistle Blower can raise concerns relating to Reportable Matters (as defined in the Policy) such as unethical behavior, breach of Code of Conduct, actual or suspected fraud, any other malpractice, impropriety or wrongdoings, illegality, non-compliance of legal and regulatory requirements, retaliation against the Directors & Employees and instances of leakage of/ suspected leakage of Unpublished Price Sensitive Information of the Company etc.

Further, the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances to the Audit Committee, and provides for adequate safeguards against victimization of Whistle Blower, who avail of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases. The Audit Committee oversees the functioning of the same. Further, no personnel have been denied access to the Audit Committee during the Financial Year under review.

The details of this Policy are explained in the Corporate Governance Report which forms a part of this Annual Report and also hosted on the website of the Company at https://tarsons.com/wp-content/uploads/2022/04/Whistle-Blower-Policy.pdf.

There was no instance of such reporting during the financial year ended 31st March, 2023.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3) and Section 92(3) of the Act, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the Financial Year ended 31st March, 2023 is available on the website of the Company at https://tarsons.com/annual-return/.

DEPOSITS

During the year under review, the Company has not accepted any deposits from the public within the meaning of Sections 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 and therefore the disclosure pursuant to Rule 8(5)(v) & (vi) of Companies (Accounts) Rules, 2014, is not applicable to the Company.

CREDIT RATING

The credit rating of your Company for long term bank facilities is "CARE A+; Stable" and for short term bank facilities is "CARE A1+". Details of the same are clearly elaborated in the Corporate Governance Report forming part of this Annual Report.

CORPORATE GOVERNANCE

The Company?s Corporate Governance Practices are a reflection of value system encompassing culture, policies, and relationships with the stakeholders. Integrity and transparency are key to Corporate Governance Practices to ensure that Company gain and retain the trust of stakeholders at all times. It is about maximizing shareholder value legally, ethically and sustainably. The Board exercises its fiduciary responsibilities in the widest sense of the term.

As per Regulation 34(3) read with Schedule V of the Listing Regulations, a separate section on Corporate Governance practices followed by the Company, together with a certificate from the Company?s Statutory Auditors confirming compliance with the same has been disclosed under the Corporate Governance Report section of this Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report in compliance with Regulation 34(2)(e) and Schedule V of Listing Regulations is provided in a separate section and forms an integral part of this report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In accordance with Regulation 34(2)(f) of the Listing Regulations, Business Responsibility and Sustainability Report ("BRSR") covering disclosures on Company?s performance on ESG (Environment, Social and Governance) parameters for the financial year 2022-23, forms an integral part of the Annual Report as set out in Annexure IV and the same is also available on the website of the Company at www.tarsons.com.

HUMAN RESOURCES

A. Empowering the employees

Employees are the most valuable and indispensable asset for a Company. The Company has always been proactive in providing growth, learning platforms, safe workplace and personal development opportunities to its workforce. Adequate efforts of the staff and management personnel are directed on imparting continuous training to improve the management practices.

B. Industrial Relations

Industrial relations at all sites of the Company remained cordial.

C. No. of Employees:

Manpower employed as at 31st March, 2023 was 713.

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

The Company has zero tolerance towards sexual harassment at workplace and is committed to provide a safe and secure working environment for all employees.

The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made thereunder and the same is hosted on the Company?s website at https://tarsons.com/wp-content/uploads/2022/06/Policy-on- Prevention-of-Sexual-Harassment.pdf. An Internal Complaints Committee (ICC) has also been set up to redress complaints received regarding sexual harassment pursuant to Rule 8(5)(x) of the Companies (Accounts) Rules, 2014 and complied with the provisions relating thereto.

During the year under review, no cases were filed under these provisions.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL MEETINGS

During the Financial Year 2022-23, the Company has complied with all the relevant provisions of the applicable mandatory Secretarial Standards i.e. SS-1 and SS-2, relating to "Meetings of the Board of Directors" and "General Meetings", respectively issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

GENERAL DISCLOSURES

Your Directors state that:

1. No material changes and commitments affecting the financial position of the Company have occurred from the close of the financial year ended 31st March, 2023 till the date of this report.

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

3. During the year, no significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company?s operation in future.

4. During the financial year under review no disclosure or reporting is required with respect to issue of equity shares with differential rights as to dividend, voting or otherwise, issue of Sweat equity shares and Buyback of shares.

5. No proceedings are filed by the Company or pending against the Company under the Insolvency and Bankruptcy Code, 2016.

6. The Company serviced all the debts & financial commitments as and when they became due with the bankers or Financial Statements.

ACKNOWLEDGEMENT

Your Directors? place on record their sincere appreciation for the continued co-operation and support extended to the Company by various Banks, local authorities, customers, suppliers and business associates. Your Directors? also thank the Medical Profession, the Trade and Consumers for their patronage to the Company?s products. Your Directors? also place on record sincere appreciation of the continued hard work put in by the employees at all levels, amidst the challenging time. The directors are thankful to the esteemed shareholders for their support and the confidence reposed in the Company and its management and also thank the Company?s vendors, investors, business associates, Central/State Government and various departments and agencies for their support and co-operation.

For and on behalf of the Board of Directors For Tarsons Products Limited (Formerly known as Tarsons Products Private Limited)

	Mr. Sanjive Sehgal	Mr. Rohan Sehgal
Place: Kolkata	Chairman & Managing Director	Whole-Time Director
Date: 27th May, 2023	DIN:00787232	DIN: 06963013