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Tasty Bite Eatables Ltd Directors Report

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Jul 12, 2024|03:32:26 PM

Tasty Bite Eatables Ltd Share Price directors Report

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

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This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.