To
The Members,
Your directors are pleased to present the 39th annual report together with
audited statement of accounts for the year ended 31 March 2023.
1. KEY FINANCIAL HIGHLIGHTS:
| Particulars |
FY 2022-23 |
FY 2021-22 |
| Revenue from operations |
4,756.63 |
3,720.91 |
| Other income |
137.66 |
134.69 |
| Total income |
4,894.29 |
3,855.60 |
| EBITDA |
777.33 |
470.46 |
| Profit after tax |
302.10 |
103.28 |
| Earnings per share (INR / share - basic and diluted) |
117.73 |
40.25 |
| Net fixed assets including intangible assets |
1,558.99 |
1,300.50 |
| Long term borrowings (excluding current portion) |
333.57 |
435.57 |
| Profit transferred to Balance Sheet |
302.10 |
103.28 |
| Other comprehensive income / (loss) transferred to Balance Sheet |
(36.39) |
7.43 |
2. FINANCIAL PERFORMANCE & OPERATIONS:
Your Company grew 26.9% from previous year. Revenues of INR 4,894.29 million during the
year against INR 3,855.60 million in the previous financial year. The exports led Consumer
Business grew by 33.4% YoY with sales of INR 3,329.92 against INR 2,496.20 million in the
previous year while the Tasty Bite Food Service (TFS) business grew 17.4% with sales of
INR 1,385.66 against INR 1,179.82 million in the previous year. Profit after tax for the
financial year ended 2023 at INR 302.10 million against INR 103.28 million in previous
financial year 2022, a growth of 192.5%. Profit after tax for financial year 2023 is 6.2%
against 2.7% in financial year 2022.
Closing balance of reserves including retained earnings as at 31 March 2023 is INR
2,409.26 million. No amount is proposed to be transferred to any reserves.
3. DIVIDEND:
The board of directors at its meeting held on 18 May 2023, recommended a final dividend
of INR 2.0 per equity share, subject to the approval of shareholders at the ensuing annual
general meeting. The total dividend payout on equity shares would involve a cash outgo of
INR 5.13 million. Upon declaration by the members at the ensuing annual general meeting,
dividend shall be paid to those members, whose names appear on the Register of Members of
the Company after effecting all valid share transfers in physical form lodged with the
Company or its Registrar & Transfer Agents on or before
14 July 2023. In respect of shares held in dematerialized form, dividend will be paid
on the basis of particulars of beneficial ownership furnished by Depositories as on the
closing hours of business on 14 July 2023.
The Company has adopted Dividend Distribution Policy which is available on the website
of the Company www.tastybite.co.in
4. RESEARCH AND DEVELOPMENT:
Tasty Bite Research Centre (TBRC) located within the factory campus continued to build
on its mission to be a centre of excellence in product, process and ingredient innovation.
During the course of the year, several new innovative products were developed by TBRC
keeping in mind the evolving needs of our consumers. The Department of Science &
Industrial Research (DSIR) of the Union Ministry of Science & Technology accreditation
to TBRC is valid till March 2025.
5. FIXED DEPOSITS:
The Company has not accepted or invited any deposits from the public during the year
under review. Hence, any compliance w.r.t. repayment of deposit or its interest thereon is
not applicable to the Company.
There were no outstanding deposits within the meaning of Sections 73 and 74 of the Act
read with the Companies (Acceptance of Deposits) Rules, 2014, as amended, at the end of FY
2022-23 or the previous financial year. Your Company did not accept any deposits during FY
2022-23.
6. DIRECTORS:
The Board of Tasty Bite Eatables Limited has an optimum combination of executive and
non - executive directors. The composition of the board is in conformity with Regulation
17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 read with Section 149 of the Companies Act, 2013
("Act"). As on 31 March 2023, the board comprised 1 Chairman (non-executive,
independent director), 1 whole time director, 3 independent directors and 2 non-executive
directors.
Mr. Kavas Patel, Ms. Rama Kannan and Dr. Chengappa P G continue to act as Independent
Directors on Board of the Company along with newly appointed Chairman and non-executive,
independent director Mr. Pradeep Poddar. All independent directors have provided
declaration stating their independence under the provisions of section 149(6) of Act along
with Rules framed thereunder and Regulation 16(1)(b) of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 stating their
independence pursuant to provisions of section 149 of Act and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").
During the year under review, Mr. Ashok Vasudevan resigned as Chairman of the board
w.e.f 19 December 2022. The board of directors on recommendation of the Nomination and
Remuneration committee appointed Mr. Pradeep Narendra Poddar as a non-executive
independent director to be the Chairman of the Board. Approval of members, as per
requirement of Listing Regulations, was obtained by way of postal ballot for appointment
of Mr. Pradeep Narendra Poddar as Chairman and independent director on 10 March 2023.
Notice of postal ballot dated 06 February 2023, seeking approval for the aforesaid matter
was sent to those members, whose names appeared in the Register of members/ list of
beneficial owners as on 03 February 2023 and whose e-mail addresses were registered with
the Company/Depositories. The results of postal ballot through remote e-voting on the
aforesaid matters was declared by the Company on 11 March 2023.
Ms. Dawn Allen and Mr. Gaurav Gupta resigned from the directorship of the Company
w.e.f. 27 May 2022 and
12 August 2022 respectively. The Board placed on record its deep appreciation for the
invaluable contributions made by Ms. Dawn Allen and Mr. Gaurav Gupta during their
association with the Company.
Further, Ms. Emmanuelle Orth was appointed as additional director w.e.f. 29 July 2022
on the board of directors of the Company. Mr. Rajendra Jadhav was appointed as additional
director & whole time director under executive category w.e.f from 13 August 2022 till
31 December 2023 (regularized by shareholders in AGM held on 21 September 2022).
In accordance with the provisions of the Act and Articles of Association of the
Company, Mr. Sukhdev David Dusangh, retire by rotation at the ensuing annual general
meeting, and being eligible has offered himself for re-appointment.
• Board evaluation:
Pursuant to provisions of the Act and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board carried out evaluation of its own performance,
individual performance of the directors as well as the respective Committees. Evaluation
of Chairman was also carried out. The manner of evaluation is mentioned in corporate
governance report. Also, the board is of the opinion that the directors and board
collectively stand the highest level of integrity and all members of the board has
specified skill set and experience required for the Company. Details of which form a part
of Corporate Governance Report.
• Remuneration & Evaluation Policy:
The board on recommendation of Nomination & Remuneration Committee adopted
‘Remuneration and Evaluation Policy for selection, appointment and remuneration of
directors and senior management personnel including criteria for determining
qualifications, positive attributes, independence of a director and other matters as
required by the Act. Necessary diversity in the board was ensured. Detailed policy is
available at Companys website www.tastybite.co.in
In terms of the applicable provisions of the Act read with the rules framed thereunder
and the Listing Regulations, your Board has adopted and amended a policy for appointment,
removal and remuneration of directors, key managerial personnel ("KMP") and
senior management personnel and also on board diversity, succession planning and
evaluation of directors.
• Meetings:
During the year under review, nine (09) board meetings held during the financial year
ended 31 March 2023. These were held on 27 May 2022,
29 July 2022, 10 August 2022, 20 October 2022, 10 November 2022, 19 December 2022, 06
February 2023, 28 February 2023 and 22 March 2023. Maximum interval between any two
meetings was not more than 120 days. Details of these meetings are stated in corporate
governance report.
7. EXTRACT OF ANNUAL RETURN:
Pursuant to Section 134(3)(a) of the Act, the draft annual return for FY 2022-23
prepared in accordance with Section 92(3) of the Act is made available on the website of
the Company at https://www.tastybite. co.in/annual and the extract of annual return as
provided under Section 92(3) in Form MGT - 9 is in "Annexure A" to
this Report.
8. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134(3)(c) of the Act, the Directors, based on the representation
received from the management, confirm that:
(a) in the preparation of the annual accounts for the year ended 31 March 2023,
applicable accounting standards have been followed along with proper explanation relating
to material departures, if any;
(b) they have selected and consistently applied such accounting policies, judgments and
estimates that are reasonable and prudent to ensure a true and fair view of the state of
affairs of the Company at the end of the financial year and of the profit of the Company
for that year;
(c) they have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of Act for safeguarding the assets of
the Company and for preventing and detecting fraud and other irregularities;
(d) they have prepared the financial statements / annual accounts on a going concern
basis;
(e) they have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and are operating effectively; and
(f) they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively. Based on
the framework of internal financial controls and compliance systems established and
maintained by the Company, the work performed by the internal, statutory and secretarial
auditors and external consultants, including the audit of internal financial controls over
financial reporting by the statutory auditors and the reviews performed by the management
and the relevant board committees, including audit committee, the board is of the opinion
that the Companys internal financial controls commensurate with nature and size of
organisation and complexity of business.
9. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12):
During the year under review, there were no frauds reported by the auditors to the
Audit Committee or the board of directors under section 143(12) of Act.
10. CORPORATE GOVERNANCE:
Your Company places great significance to good corporate governance as an important
step towards building investors confidence, improve investors protection and maximize
long term shareholders value. Accordingly, it has taken adequate steps to ensure the
provisions of corporate governance as prescribed under the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
A certificate from Statutory Auditors of the Company regarding compliance of conditions
of Corporate Governance is in "Annexure B" to this Report. A detailed
report on Corporate Governance forms a part of this Annual Report.
11. AUDITORS:
• Statutory Auditors:
M/s B S R & Co. LLP, Chartered Accountants (Firm Registration No.
101248W/W-100022), Pune were appointed by the shareholders as the statutory auditors of
the Company in the 38th annual general meeting for a period of 5 years and they
hold office up to the 43rd annual general meeting of the Company. The Company
has received eligibility and willingness for appointment as prescribed under Section
139(6) of the Act from M/s. B S R & Co LLP, statutory auditors.
The Auditors Report on the financial statements of the Company for the financial year
ended 31 March
2023 forms part of the Annual Report. The said report was issued by the Statutory
Auditors with an unmodified opinion and does not contain any qualifications, reservations
or adverse remarks.
Statutory Auditor in their independent audit report have reported "Accuracy and
Valuation of Inventories" and "Revenue from contracts with customers" as a
key audit matter. These matters were addressed by auditor in context of audit of the
financial statements as a whole which was most significant during the course of audit for
the year under review.
• Internal Auditors:
Pursuant to section 138 of Act, the Company appointed M/s Ernst & Young, as an
internal auditor in the Audit Committee Meeting and Board Meeting held on 20 October 2022
for 3 financial years from 2022-23 till 2024-25. The scope and fee of internal audit was
fixed by the Board on recommendation of Audit Committee.
• Secretarial Auditor:
Pursuant to section 204 of the Act, the Company appointed M/s Pareek V. R. &
Associates, Practicing Company Secretaries, Pune as Secretarial Auditor. The Secretarial
Audit Report is in "Annexure C" of this report. Based on the Audit
Committee recommendations, Board has approved the appointment of M/s Pareek V. R. &
Associates, Practicing Company Secretaries, Pune as Secretarial Auditor for financial year
2023-24.
12. WHISTLE BLOWER & VIGIL MECHANISM POLICY:
In compliance with the provisions of Section 177(9) of the Act, the Company has
established Whistle Blower and Vigil Mechanism Policy for its directors and employees to
report their genuine concerns and also to deal with the instances of fraud and
mismanagements, if any. The details of the Policy are explained in the corporate
governance report and the policy is available on the website of the Company
www.tastybite.co.in
March - April 2022, there were whistle blower complaints w.r.t. conflict of interest.
The Company recovered INR 3.5 million as final settlement. None of those employees are
associated with the Company.
The Company has implemented tighter internal financial controls (IFC) for onboarding of
vendors to curb the conflicts.
13. AUDIT COMMITTEE:
In compliance with the provisions of Section 177 of the Act and Listing Regulations,
the Company has a duly constituted Audit Committee. The composition and other relevant
details of the Audit Committee are given in the corporate governance report annexed
herewith. All suggestions of audit committee during the year were accepted by the board.
14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details of the loans, guarantees and investments covered under Section 186 of the Act
provided in note 8 of notes to the financial statement of the Company and annexure of the
Statutory Auditor Report. The loans, guarantees and investments made by the Company is
within limits as prescribed under section 186 of the Act.
15. SHARE CAPITAL:
The paid-up equity share capital as on 31st March, 2023 was INR 25,660,000. There was
no public issue, rights issue, bonus issue or preferential issue, during the financial
year under review. The Company has not issued shares with differential voting rights,
sweat equity shares, neither has it granted any employee stock options nor issued any
convertible securities.
As on 31 March 2023, details of the shares held by directors in the Company are as
under:
| Particulars |
No. of equity shares held |
No. of convertible instruments held |
| Mr. Pradeep Poddar (20 December 2022 onwards) |
NIL |
NIL |
| Mr. Kavas Patel |
NIL |
NIL |
| Ms. Rama Kannan |
NIL |
NIL |
| Dr. Chengappa PG |
NIL |
NIL |
| Ms. Emmanuelle |
NIL |
NIL |
| Orth (29 July 2022 onwards) |
|
|
| Mr. Sukhdev David Dusangh |
NIL |
NIL |
| Mr. Rajendra |
NIL |
NIL |
| Jadhav (13 August 2022 onwards) |
|
|
There are no convertible instruments issued by the Company.
16. SEGMENT WISE OR PRODUCT WISE PERFORMANCE / NATURE OF BUSINESS:
The Company operates in one segment i.e. Prepared Food consisting Ready-to-Eat products
and intermediate food products such as Prepared Meals, Formed Frozen Foods and Sauces.
There is no change in nature of business of the Company
17. THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO:
The Company has been making significant efforts to ensure conservation of energy. The
details of energy conservation, technology absorption, research and development and
foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read
with Rule 8 of the Companies (Accounts) Rules, 2014, are as per "Annexure D".
18. RISK MANAGEMENT POLICY:
The Company has:
• A well-defined risk management policy;
• Periodic assessment and prioritization of risks that affect the business of your
Company;
• Development and deployment of risk mitigation plans to reduce vulnerability to
prioritized risks;
• Focus on both the results and efforts required to mitigate the risks;
• Defined review and monitoring mechanism wherein the functional teams, the top
management and the Board review the progress of the mitigation plans;
• Integration of risk management with strategic business plan, annual operating
plans, performance management system and significant business decisions;
• Constant scanning of external environment for new and emerging risks;
• Wherever, applicable and feasible, defining the risk appetite and install
adequate internal controls to ensure that the limits are adhered to.
Your Company has in place a Risk Management Committee ("RMC") chaired by an
independent director, which assists the Board in monitoring and overseeing implementation
of the risk management policy, including evaluating the adequacy of risk management
systems and such other functions as mandated under the Listing Regulations and as the
board may deem fit from time to time. The composition, detailed terms of reference of the
Committee and attendance at its meetings are provided as part of the Corporate Governance
Report.
In compliance with the provisions of Section 134 of the Act, the Company has identified
the elements of the risks, industry specific and in general as well, which in the opinion
of the Board may threaten the existence of the
Company.TheCompanyhasdevelopedandimplemented a ‘Business Contingency Plan and an
extensive ‘Enterprise Risk Management and Mitigation Plan.
The details of the Business Contingency Plan and Risk Mitigation of the Company are
given in the Management Discussion and Analysis.
19. CORPORATE SOCIAL RESPONSIBILITY (CSR) AND INITIATIVES:
The Company has a Policy and a Committee for Corporate Social Responsibility in
compliance with the provisions of Act. The details about the Policy and the Committee are
given in Corporate Governance Report annexed to this report. Annual Report on CSR
activities is annexed as "Annexure E". As per the provisions of
Section 135 of the Act, every Company falling under the applicability of corporate
social responsibility is required to spend 2% of its average net profits of previous three
years on the activities given under Schedule VII of the Act and CSR policy adopted by the
board of directors. The Company has spent total amount of INR 8.5 million during
financial year 2022-23. The details of amount of expenditure during the year are as
follows:
| Particulars |
Amount in INR Million |
| a) Gross amount required to be spent |
8.5 |
| by the Company during the year |
|
| b) Amount spent during the year |
|
| - Through Tasty Bite Foundation |
8.5 |
| c) Unspent amount |
Nil |
During the year under review "Tasty Bite Foundation" has been actively
involved in CSR activities. The
Foundation has carried out CSR activities in various fields such as education,
agriculture and rural development. Some of the activities undertaken are as follows:
| Particulars |
Projects |
| 1. Accelerating sustainable & inclusive rural development with Krishi Vigyan
Kendra (KVK) |
• NRM Intervention • Crop production Intervention •
Livestock intervention |
| 2. Catalyst for sustainable development in rural education and livelihood training
with American India Foundation (AIF) |
Sustainable Livelihoods through Multi Skills Training &
Entrepreneurship Development |
20. STANDALONE FINANCIAL STATEMENTS AND POSITION OF SUBSIDIARIES, ASSOCIATES AND JOINT
VENTURES:
During the year under review, the Company neither had a subsidiary company nor a joint
venture company. Hence, comments and details on preparation of financials on standalone
basis or report on the performance of subsidiary company or a joint venture company are
not required to be offered.
21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The particulars of contracts or arrangements with related parties in Form AOC - 2 under
Section 134(3) (h) of the Act and rules framed thereunder are annexed herewith as "Annexure
F". The Board hereby informs that all the related party transactions are carried
out in the ordinary course of business and on arms length basis. Further, the Company has
duly complied with the Indian Accounting Standard 24 related to transactions with related
parties of the Company.
The Company has adopted/ amended policy on related party transactions pursuant to the
recent amendments under the Listing Regulations regarding framework for related party
transactions and same is posted on website of the Company www.tastybite.co.in.
Pursuant to Regulation 23(9) of the Listing Regulations, your Company has filed the
reports on related party transactions with the Stock Exchanges.
22. SIGNIFICANT/ MATERIAL ORDERS PASSED BY COURTS/ REGULATORS IMPACTING GOING CONCERN
STATUS OF THE COMPANY:
There are no significant or material orders or awards passed by the Courts or any other
Regulators or Tribunals relating to Act or SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, which would affect the going concern status and Companys
future operations.
23. APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL:
1. The ratio of remuneration of each director to the median employees remuneration as
per Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, as amended for the financial year
2022-23:
| Name of Director |
Remuneration of Director* (1) |
Median remuneration of employees (2) |
Ratio (3) = (1) / (2) |
| Mr. Ashok Vasudevan (till 19 December 2022) |
NIL |
NIL |
NIL |
| Mr. Pradeep Poddar (w.e.f. 20 December 2022) |
1.50 |
0.71 |
2.11 |
| Mr. Rajendra Jadhav** (w.e.f. 13 August 2022) |
6.54 |
0.71 |
9.21 |
| Mr. Kavas Patel |
0.90 |
NIL |
NIL |
| Ms. Rama Kannan |
0.80 |
NIL |
NIL |
| Dr. Chengappa PG |
0.90 |
NIL |
NIL |
| Mr. Sukhdev David Dusangh |
NIL |
NIL |
NIL |
| Ms. Dawn Allen (till 27 May 2022) |
NIL |
NIL |
NIL |
| Ms. Emmanuelle Orth (w.e.f 29 July 2022) |
NIL |
NIL |
NIL |
| Mr. Gaurav Gupta (till 12 August 2022)*** |
6.16 |
0.71 |
8.68 |
*Remuneration to directors includes sitting fees and independent directors received
only sitting fees for attending the meetings. **Mr. Rajendra Jadhav received remuneration
as whole time director w.e.f 13 August 2022.
***Mr. Gaurav Gupta received remuneration as whole time director till 12 August 2022.
2. The percentage increase in remuneration of each Director, Chief Financial Officer,
Company Secretary or Manager, if any, in the financial year;
| Name of Director |
Designation |
Remuneration in FY 2021 - 22 |
Remuneration in FY 2022-23 |
Increase (in %) |
|
|
(INR in million) |
(INR in million) |
|
| Mr. Pradeep Poddar (w.e.f 20 December 2022) |
Non-Executive Independent Director and Chairman of the Board |
Nil |
1.50 |
NA as not paid for entire year as Chairman |
| Mr. Gaurav Gupta (till 12 August 2022) |
Whole Time Director |
8.59 |
6.16 |
NA as not paid for entire year as WTD |
| Name of Director |
Designation |
Remuneration in FY 2021 - 22 |
Remuneration in FY 2022-23 |
Increase (in %) |
|
|
(INR in million) |
(INR in million) |
|
| Mr. Rajendra Jadhav (w.e.f. 13 August 2022) |
Whole Time Director |
Nil |
6.54 |
NA as not paid for entire year as WTD |
| Ms. Minal Talwar |
Company Secretary |
1.95 |
2.50 |
28.2% |
| Mr. Milin Bande (w.e.f. 31 October 2022) |
CFO |
NA |
3.71 |
NA as not paid for entire year as CFO |
| Mr. Abhijit Upadhye (till 31 December 2021) |
Managing Director |
21.76 |
NA |
NA as not paid for current financial year |
3. Number of permanent employees are 247 on the role of company as on 31 March 2023.
4. The remuneration paid to the employees is in affirmation with Remuneration &
Evaluation Policy of the Company.
5. Average percentage increase in salaries of employees other than the managerial
personnel in last financial year 2023 was 14.9%. Percentage increase in the managerial
remuneration in 2023 was 11.6%.
6. The Company has a variable pay compensation structure only for managing director
basis achievement of targets. No other employee has variable pay component structure. The
Company further confirms that remuneration paid to employees is in line with its
Remuneration Policy.
7. The statement containing particulars of remuneration of employees as required under
Section 197(12) of the Act, read with Rule 5(2) & 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, as amended, is available on the
Companys website at https://www.tastybite.co.in/annual and is attached as "Annexure
G".
8. Financial Statements of the Company are kept open for inspection by the Members at
the registered office of your Company on all days except Saturday, Sunday and public
holidays up to the date of AGM i.e. 9 August 2023 between 11:00 a.m. to 5:00 p.m. as
required under section 136 of the Act. Any member desirous of obtaining a copy of the said
annexure may access the aforesaid weblink or write to the Company Secretary at
secretarial@tastybite.com.
24. MARKET CAPITALIZATION:
Variations in the market capitalization of the Company, price earnings ratio as at the
closing date of the current financial year and previous financial year and percentage
increase over / decrease in the market quotations of the shares of the Company in
comparison to the rate at which the Company came out with the last public offer in case of
listed companies:
| Particulars |
Issued capital (No. of Shares) |
Closing Market price per share |
Earnings per share |
Price Earning Ratio |
Market capitalization |
|
|
|
|
|
(INR in Million) |
| As on 31 March 2022 |
2,566,000 |
10,864.70 |
40.25 |
269.93 |
27,878.82 |
| As on 31 March 2023 |
2,566,000 |
8,028.60 |
117.73 |
68.20 |
20,601.39 |
| Increase / Decrease |
- |
-2,836.10 |
77.48 |
-201.73 |
-7,277.43 |
| % Increase / Decrease |
- |
-26.10% |
192.49% |
-74.73% |
-26.10% |
The Company made Public Offering in February 1987 of 750,000 equity shares at INR 10.00
each. The market quotation of the equity shares of the Company as on 31 March 2023 was INR
8,028.60 for shares of face value of INR 10.00 each, representing an increase of 80,186%
over the period.
25. INVESTMENTS IN ITS OWN SHARES BY COMPANY, ITS SUBSIDIARIES, ASSOCIATES ETC:
The Company during the year under review has not made investments in its own shares,
its subsidiaries or associate companies
26. PECUNIARY RELATIONSHIP OR TRANSACTIONS OF THE NON-EXECUTIVE DIRECTORS:
During the year under review, there was no pecuniary relationship or pecuniary
transactions between the Company and its non - executive directors. Independent directors
received sitting fees as mentioned in this report. Chairman received remuneration as
mentioned above.
27.INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:
Your Company is an equal opportunity employer and safety of all employees and all other
persons while within the premises is of utmost importance to your Company. The Company has
been practicing safety of women at workplace as part of its formally adopted Code of
Conduct. In order to strengthen it and also in compliance to newly enacted Act for
protection of women, your Company has formed Internal Complaints Committee (ICC) and
adopted "Policy on Prevention, Prohibition and Redressal of Sexual Harassment of
Women at Workplace". The Committees mandate is to bring awareness about ensuring
safe workplace for women; receive and take appropriate decision on complaints, if any.
The Committee as on 31 March 2023 consist:
1. Ms. Anila Thomas – Presiding Officer
2. Ms. Minal Talwar – Member
3. Mr. Rajendra Jadhav – Member
4. Ms. Suman Bhagwat – Member
5. Mr. Puneet Songar – Independent Member
6. Ms. Nirmala Lagad – Member
Three (3) complaints were received by the ICC during the year. Investigation of the
said complaints was undertaken and a report was submitted to the employer by the
Committee. Internal relief to the complainants has been provided.
28. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY
BETWEEN 31 MARCH, 2023 AND DATE OF BOARDS REPORT:
There have been no material changes and commitments affecting the financial position of
the Company, which have occurred between the end of the financial year and the date of
this Report.
29. CYBER SECURITY:
Organisations embraced certain practices, including social distancing, remote working
and all these, in turn, leading to significant dependence on and increased usage of
digital technologies. We have implemented advanced security controls, technologies,
processes and practices designed to protect networks, computers and data from attack,
damage or unauthorized access and threat analytics by leveraging industry leading
technologies to help and mitigate internal and external threats to the Company. Our Cyber
Security Policy ensures that our people are aware of the best practices to be followed in
order to ensure that Companys data and infrastructure do not become vulnerable to
external threats. We ensure our IT Team is up to speed by providing them with avenues for
continuous learning and making internal training forums available as well as courses
through external academic institutions, to keep them enriched and in turn, help protect
the Company from cyber-threats on a day-to-day basis.
30. The Company has not made any application under
The Insolvency and Bankruptcy Code, 2016 nor any application is pending against the
Company under the said Code.
31. The Company has not done any one time settlement with any Bank or Financial
Institution during the year and hence declaration under the said clause is not applicable.
32. The Company is not required to maintain Cost Records as specified under section
148(1) of the Act by the Central Government.
33. DISCLOSURE REQUIREMENTS: As per SEBI
(Listing Obligations and Disclosure Requirements) Regulations 2015, the Corporate
Governance Report with the Auditors Certificate thereon, and the Management Discussion
and Analysis are attached, which forms part of this report.
The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
and that such systems are adequate and operating effectively.
34. ACKNOWLEDGEMENT:
Your Board takes this opportunity to thank the employees for their dedicated service
and firm commitment to the vision and mission of the Company.
Your Board also wishes to place on record its sincere appreciation for the wholehearted
support received from the shareholders, distributors, bankers and all other business
associates and from the neighbourhood communities of various Tasty Bite locations. We look
forward to continued support of all these partners in the future.
|
By Order of the Board of Directors |
|
Tasty Bite Eatables Limited |
|
Pradeep Poddar |
| Date: 18 May 2023 |
Chairman |
| Place: Pune |
DIN: 00025199 |
+91-9892691696
