Tiaan Consumer Ltd Directors Report.

To,

The Members, Tiaan Consumer Limited

Your Directors are pleased to present their 29th Annual Report and the audited Financial Statement for the year ended 31st March, 2021.

1. Financial Statements

(Amount in Rs.)

PARTICULARS

CURRENT YEAR

PREVIOUS YEAR

2020-21

2019-20

Total Income 4,09,01,320 19,22,09,566
Total Expense 2,63,25,394 17,85,44,866
Profit before Finance Cost and Depreciation 1,45,75,926 1,36,64,700
Less : Finance Cost -- --
Profit before Depreciation 1,45,75,926 1,36,64,700
Less : Depreciation 21,59,768 24,10,341
Profit/(Loss) before Tax 1,24,16,158 1,12,54,359
Provision for Tax
Current Tax 30,35,099 29,01,640
Deferred Tax - -
Balance of Profit/(Loss) for the year 93,81,059 83,52,719
Earning per equity share: 1.45 1.61
Basic & Diluted (Rs.10/- each)

2. Performance Review

The revenue for the current financial year decreased to Rs. 409.01 lakh compared to previous year Rs. 1922.09 lakh. The expense for the current financial year was Rs. 263.25 lakh also decreased to lakh compared to previous year Rs. 1785.44 lakh. However, the net profit after tax increased from Rs.83.52 lakh compare to Rs. 93.81 lakh during the current year.

3. Dividend

The Board on 6th March, 2020 had declared an Interim Dividend of Rs. 0.06/- i.e. 0.60% per share and the same was credited to the Shareholders on 18th June, 2020.

4. Transfer to General Reserve

A sum of Net Profit after distribution has been transferred to the General Reserves of the company. This reflects well on the financial strength of the Company.

5. Change in the nature of business

There is no Change in the Business of the Company during the year however the shareholders of the Company at its General Meeting held on 28th September, 2020 had approved to expand its business horizon by adding Consumers Products namely Ayurvedic, Natural and Herbal Care Products.

6. Bonus

During the reporting period, the Board of Directors at its meeting held on 6th March, 2020 has approved issuance of Bonus shares in the ratio of 1:4 to its existing shareholders and the same was allotted to those shareholders whose names are recorded in the Register of Members as on the Record Date i.e. 03rd July, 2020.

7. Change of Name of the Company

The shareholders of the Company had approved to change the name of the Company at its 28th AGM held during last year. Thus, the name of the Company was changed from Tiaan Ayurvedic & Herbs Limited to Tiaan Consumer Limited.

8. Corporate Office

During the reporting period, the company has opened its new Corporate office at 401, Prashanti Ram Towers, Above Axis Bank, Yousufguda Road, Ameerpet, Hyderabad, 500073, Telangana.

9. Significant and Material Orders Passed by the Regulators or Courts

No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

10. Subsidiary / Associates Companies

During the year under review, the Company does not have any subsidiary and associates company.

11. Adequacy of internal financial controls

The Company has in place adequate and effective Internal Financial Controls with reference to financial statements. During the year, such controls were tested and upgraded and no reportable material weaknesses in the design or operation were observed.

12. Particulars of Loans, Guarantees or Investments

During the year under review, your Company has not directly or indirectly -

Given any loan to any person or other body corporate other than usual advances envisaged in a contract of supply of materials, if any;

Given any guarantee or provided security in connection with a loan to any other body corporate or person; and acquired by way of subscription, purchase or otherwise, the securities of any other body corporate.

13. Particulars of Contracts or Arrangements with Related Parties

No related party transaction(s) entered into during the financial year. The Company has not entered into any contract, arrangement or transaction with any related party which could be considered as material as defined under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board has approved a policy for related party transactions which has been uploaded on the website of the Company (www.tiaanstore.com).

AOC-2 pursuant to clause(h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is furnished as Annexure A to this report.

14. Directors Responsibility Statement

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a) in the preparation of annual accounts for the year ended March 31, 2021, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same; b) 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 the state of affairs of the Company at March 31, 2021 and of the Profit of the Company for the year ended on that date;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the 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 are adequate and operating effectively.

15. Directors and Key Managerial Personnel as on 31st March, 2021

Mr. Sudharshan Rangarajan : Managing Director

Mr. Sanjay Patel : Non Executive Independent Director (up to 24th June, 2020) Mr. Satish Bhagat : Non Executive Independent Director Mrs. Kajal Jain : Non Executive Independent Director (upto 15th October, 2020) Mr. Tansukh Lal Badara : Executive Director (w.e.f 24th June, 2020 to 6th November, 2020) Mr. Dasarath Kumar Kallur : Non-Executive - Non Independent Director (w.e.f 24th June, 2020)* Ms. Samala Pavithra : Non-Executive - Independent Director (w.e.f 3rd November, 2020) Mr. Naresh Veeramalla : Non-Executive - Independent Director (w.e.f 6th November, 2020) Mrs. Jayshri Kothari : Non-Executive - Independent Director (w.e.f 9th December, 2020) Mr. Anurag Poojary : Executive Director (w.e.f 9th December, 2020)

*Designation changed to Executive Director w.e.f 6th November, 2020

Key Managerial Personnel:

Mr. Sudharshan Rangarajan : Managing Director

Mr. Vinod Sarda : Chief Financial Officer (upto 7th November, 2020) Mr. Dasarath Kumar Kallur : Chief Financial Officer (w.e.f 8th November, 2020) Mr. Shanoo Mathew : Company Secretary

None of the Companys directors are disqualified from being appointed as a director as specified in Section 164 of the Act.

16. Declaration by Independent Directors

The Company has received necessary declarations from all Independent Directors of the Company confirming that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 as well as under Regulation 25 and 16(1)(b) of SEBI (LODR) Regulations. There has been no change in the circumstances which may affect their status as independent director during the year.

17. Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and Individual Directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulations").

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of Committees, attendance, prior study of materials given, participation at the meetings, level and effectiveness of Committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the Individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Directors and Non-executive Directors. The same was discussed in the board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its Committees and individual Directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the Independent Director being evaluated..

18. Familiarization Program for the Independent Directors

In compliance with the requirements of SEBI Regulations, 2015, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their role, rights and responsibilities as Directors, the working of the Company, nature of the industry in which the Company operates, business model, etc.

19. Policy on Directors Appointment and Remuneration and other details

The Nomination and Remuneration Committee has laid down the criteria for Directors appointment and remuneration including criteria for determining qualification, positive attributes and independence of a Director. The following attributes/criteria for selection have been laid by the Board on the recommendation of the Committee:

The candidate should possess the positive attributes such as leadership, entrepreneurship, business advisor or such other attributes which in the opinion of the Committee are in the interest of the Company;

The candidate should be free from any disqualification as provided under Sections 164 and 167 of the Companies Act,2013;

The candidate should meet the conditions of being independent as stipulated under the Companies Act, 2013 and Listing Agreement entered into with Stock Exchanges, in case of appointment as an independent director; and the candidate should possess appropriate educational qualification, skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, corporate governance, technical operations, infrastructure or such other areas or disciplines which are relevant for the Companys business.

20. Number of Meetings of the Board

During the year under review, Thirteen (13) Meetings of the Board of Directors, were held on 5th April, 2020, 20th May, 2020, 24th June, 2020, 8th July, 2020, 6th August, 2020, 25th August, 2020, 16th October, 2020, 3rd November, 2020, 6th November, 2020, 9th December, 2020, 1st January, 2021, 10th February, 2021 and 16th March, 2021.

21. Audit Committee

The Audit Committee of the Board of Directors meets the criteria laid down under Section 177 of the Companies Act, 2013, read with Regulation 18 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulation, 2015 in the terms of reference to the Audit Committee.

Name of Members of Audit Committee Designation Nature of Directorship
SatishBhagat Member Independent Director
Kajal Jain Member (upto 15.10.2020) Independent Director
Sanjay Patel Member (upto 24.06.2020) Independent Director
Dasarath Kumar Kallur Member (upto 06.11.2020) Non Independent Director
Naresh Veeramalla Chairman Independent Director
Samala Pavithra Member Independent Director

22. Material Changes and Commitments, if any, affecting the Financial position of the Company which have occurred between the end of Financial Year of the Company to which the Financial Statement relate and the date of the Report.

There were no material changes and commitments that have affected the financial position of the Company which have occurred during the financial year ended on 31st March, 2021.

23. Management Discussion and Analysis

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosures Requirements) Regulation 2015, the Management Discussion and Analysis has been given hereunder.

WORLD

As per International Monetary Fund (IMF), we will see differential economic recoveries across the world, with global economy potentially going back to pre-pandemic levels in another two years. The global economy has witnessed an unprecedented contraction of 3.3% in FY 2019-20 due to the COVID pandemic, despite the policy support provided by different governments. The GDP growth scenario improved in the second half as lockdown restrictions were eased (between the first and the second waves of infection) and economies adapted to new ways of working.

Outlook

Current forecasts are optimistic with the IMF projecting 6% global GDP growth in FY 2020-21 supported by increase in vaccination coverage, continued fiscal, monetary and financial support provided by central banks and governments. Good growth is projected both in case of advanced (USA and Japan through their fiscal support).

However, uncertainty remain around the pace of economic recovery, which may be further dampened by new COVID-19 virus mutations, continued efficacy of government policy actions and projected increase in commodity prices.

There is optimism around the recovery of Indian growth with predictions ranging between 10% (World Bank) to 12.5% (IMF) for FY 2021-22. However, there are risks to growth in the form of the third waves and its impact on economic outlook (including but not limited to another phase of lockdown measures being implemented).

INDIA

The Indian economy too like the other economies of the world were deeply impacted by COVID-19 pandemic. The Indian economy is estimated to have contracted by 8% in FY 2020-21. In the first quarter, with the implementation of nation-wide lockdown, the economy contracted by 24% however our economy slowly went into recovery mode during later half on the year. Consumption patterns normalised towards the third quarter with increasing levels of demand for consumer products. Economic indicators like Good and Services Tax collections, automobile and tractor sales, power demand is showing growth compared to last year. Given the gradual easing of restrictions and revival of several infrastructure projects by the government, manufacturing activity has increased.

Opportunities and Threats:

Our business segment awaits a vast opportunities as existing trends in health and wellness as well as convenience create new consumer needs and market opportunities. A greater number of consumers are reassessing their priorities and seeking a healthier lifestyle, hence we are preparing to leverage them through focused expansion of our sales and distribution system in India and improving our supply chain model. Premium product offerings and new market models are also being developed. The listing of our products on ecommerce market will not only ride on the digital growth wave, thanks to increased digital penetration through better internet access, improved security of payments gateways, m-commerce adoption, and Cash on Delivery (CoD) options, but will also benefit from changes in consumer behavior. Our premium products like Ayurvedic cosmetics & skin care products are also likely to boost our market share in the years to come.

Key threats to our business include changing consumer preferences and its volatility for demand. Although we plan on ensuring business continuity at every level, the continuation of crisis can have long-term demand and supply implications which is difficult to predict at this point in time. Thus, we are further strengthening our sales network and using technology to improve our execution capabilities.

Internal Control System and their Adequacy:

Companys internal control system is adequate considering the nature, size and complexity of its business. The Audit Committee reviews its findings and recommendations at periodic intervals. The statutory auditors while conducting the statutory audit, review and evaluate the internal controls and their observations are discussed with the Audit committee of the Board. The Companys internal control systems are supplemented by periodic reviews by the Management.

The Company has adequate internal control systems including suitable monitoring procedures commensurate with its size and the nature of the business. The internal control systems provide for all documented policies, guidelines, authorisation and approval procedures.

Human Resources/Industrial Relations:

Your company continues to invest in human resources to build new businesses while simultaneously improving the individual & organizational preparedness for future challenges. The company believes that human resources are the most valuable assets and a major driver for achieving its goals. The company places great emphasis on its employees and believes that they are the core of the Corporate Purpose.

The HR mission is to empower employees to make continuous improvements and enhance their professional skills in increasing the market presence as well market share in terms of sales. The company believes in respecting the individual rights and dignity of the people.

Risks and Concerns:

Brand-Image:

The Company is taking every conscious efforts possible to create a brand Image of its own in the market especially amongst the youth and to be the first choice of family in personal products.

Higher Investment:

Being relatively new in the market, the Company is required to to invest heavily behind its advertisement, branding, better marketing strategies, and easy accessibility including new options of e-commerce to become big in consumer market segment.

Forward Looking Statement:

Certain statements made in the Management Discussion and Analysis Report relating to the Companys outlook, expectations, estimates, opportunities and others may constitute ‘forward looking statements within the meaning of applicable laws and regulations. Actual results may differ from such expectations, whether expressed or implied. Several factors could make significant difference to our operations. These include climatic and economic conditions affecting demand and supply, government regulations and taxation, any epidemic or pandemic, natural calamities over which we do not have any direct/ indirect control.

24. Risk Management

The Company has in place a Risk Management Policy pursuant to Section 134 of the Companies Act. It establishes various levels of accountability and overview within the Company, while vesting identified managers with responsibility for each significant risk.

The Finance Department facilitates the execution of Risk Management Practices in the Company, in theareas of risk identification, assessment, monitoring, mitigation and reporting. Through this program, each Function carried on works, addresses opportunities and risks through a comprehensive approach aligned to the Companys objectives. The Company has laid down procedures to inform the Audit Committee as well as the Board of Directors about risk assessment and management procedures and status.

The Audit Committee of the Board of the Company has been entrusted with the task to frame, implement and monitor the risk management plan for the Company and it is responsible for reviewing the risk management plan and ensuring its effectiveness with an additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

25. Corporate Social Responsibility (CSR)

The Company does not fall in any of the Criteria of Section 135 of the Companies Act, 2015 read with the Companies (Corporate Social Responsibility Policy) Rules 2014 and hence the company does not require to comply the same.

26. Safety, Environment and Health

The Company has a stringent policy which drives all employees to continuously break new ground safety management for the benefit of people, property, environment and the communities where we operate on sites. The Companys commitment to excellence in Health and Safety is embedded in the Companys core values.

Regular employee training programmes are in place throughout the Company on Safety, Environment and Health and has well identified and widely covered safety management system in place for ensuring, not only the safety of employees but surrounding population of the works as well. The Company respects human rights, values its employees and their communities. The Company considers safety, environment and health as the management responsibility.

27. Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace

The Company has zero tolerance for sexual harassment at the workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

All employees of the Company, those of contractors as well as trainees are covered under this Policy.

No complaint was received from any employee during the financial year 2020-21 and hence no complaint is outstanding as on 31.03.2021 for redressal.

28. EXTRACT OF ANNUAL RETURN

A copy of the Annual Return as required under Section 92(3) and Section 134(3)(a) of the Act has been placed on the Companys website.

29. Vigil Mechanism/ Whistle Blower Policy

There is a Whistle Blower Policy in the Company and that no personnel have been denied access to the Chairman of the Audit Committee. The policy provides for adequate safeguards against victimization of persons who use vigil mechanism. The Whistle Blower Policy is posted on the Companys website www.tiaanstore.com

30. Code of Conduct

The Board has laid down a code of conduct for board members and senior management personnel of the Company. The code incorporates the duties of independent directors as laid down in the Companies Act, 2013.The said code of conduct is posted on Companys website www.tiaanstore.com. The Board members and senior management personnel have affirmed compliance with the said code of conduct.

31. Prevention of Insider Trading

The Board has adopted a revised Code of Prevention of Insider Trading based on the SEBI (Prohibition of Insider Trading) Regulations, 2015. The same has been placed on the website of the Company www.tiaanstore.com. All the Directors, senior management employees and other employees who have access to the unpublished price sensitive information of the Company are governed by this code. During the year under Report, there has been due compliance with the said code of conduct for prevention of insider trading.

32. Corporate Governance

As per SEBI LODR, Compliance with the provisions of regulation 17 through 27 and clauses(b) to of sub regulations 46 and Para C, D and E of schedule V is not mandatory for the time being, in respect of the following class of Companies:

a) Companies having paid up equity share capital not exceeding Rs.10 Crores and Net Worth not exceeding Rs.25 Crores, as on the last day of previous financial year; b) The listed entity which has listed its specified securities on the SME Exchange;

As such our Company falls in the ambit of aforesaid exemption Consequently Corporate Governance does not forms part of the Annual Report for the Financial Year 2020-21. However, the Company is following the industry best corporate governance standards.

33. Human Resources

The human resource plays a vital role in the growth and success of an organization. The Company has maintained cordial and harmonious relations with employees.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

34. Deposits from Public

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public, was outstanding as on the date of the balance sheet.

35. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo Technology absorption: NIL

Foreign Exchange earnings and outgo: NIL

36. Particulars of Employees and Remuneration

Pursuant to the Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, no employee of the Company was paid remuneration exceeding the prescribed limits, during the financial year 2020-2021.

37. Insurance

All the properties and insurable interests of the Company including buildings, Plants & Machineries and Stocks, have been adequately insured.

38. Share Capital

Pursuant to Issue of Bonus Shares, the paid-up equity share capital of the Company has increased from Rs.5,16,68,000 to Rs. 6,45,85,000 during the period under review. The Board of Directors had approved allotment of 12,91,700 equity shares of Rs. 10/- each on 8th July, 2021. The Company currently has no outstanding shares issued with differential rights, sweat equity or ESOS.

39. Auditors

Statutory Auditors:

M/s. Mehul M. Shah, Chartered Accountants, were appointed as the statutory auditors of the Company for a period of five years at the Annual General Meeting (AGM) of the Company held on 28th September, 2017 to hold office from the conclusion of 25th AGM till the conclusion of 30th AGM to be held in 2022.

The Auditors Report read with the notes to the accounts referred to therein are self-explanatory and therefore, do not call for any further comments. There are no qualifications, reservations or adverse remarks made by the Auditors.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed Mr. Suhas Bhattbhatt of M/s. S Bhattbhatt & Co., Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the year ended March 31, 2021. The Secretarial Audit Report is annexed as Annexure B.

Cost Auditors:

Your Company does not require to get its cost records audited by the qualified Cost Auditors, in view of non-applicability. No appointment of Cost Auditors has been made.

40. Acknowledgement

The Board places on record its deep appreciation for the continued support received from various clients, vendors and suppliers and Bankers, Government Authorities, Employees at all levels and Stakeholders, in furthering the interest of the Company.

For and on behalf of the Board of Directors,
Sd/-
Date: 28/08/2021 Sudharshan Rangarajan
Place: Vadodara Managing Director