tiaan consumer ltd share price Directors report


To, The Members,

Your Directors present the 31st Annual Report on the Business and Operations of the Company along with the Audited Statement of Accounts for the Financial Year ended on 31st March, 2023.

1. FINANCIAL RESULT:

The financial performance of the Company for the Financial Year ended on 31st March, 2023 and for the previous financial year ended on 31st March, 2022 is given below:

(Rs. In Lakhs)

Particulars

2022-23 2021-22

Revenue from Operations

0.00 3.07

Other Income

0.00 8.44

Total Income

0.00 11.51

Total Expenses

238.09 43.66

Profit/ (Loss) Before Exceptional and Extra Ordinary Items and Tax

(238.09) (32.15)

Exceptional Items

0.00 0.00

Profit/ (Loss) before Extra -Ordinary Items and Tax/ Profit Before Tax

(238.09) (32.15)

Tax Expense: Current Tax

0.00 0.00

Deferred Tax

0.00 0.00

Total Tax expense

0.00 0.00

Profit / (Loss) for the Period

(238.09) (32.15)

Earnings Per Share (EPS)

Basic

(2.32) (0.31)

Diluted

(2.32) (0.31)

2. OPERATIONS:

Total revenue from operations for Financial Year 2022-23 is Nil compared to the total revenue from operations of Rs. 11.51Lakhs of previous Financial Year. The Company has incurred Loss before tax for the Financial Year 2022-23 of Rs. (238.09) Lakhs as compared to Loss before tax of Rs. (32.15) Lakhs of previous Financial Year. Net Profit / Loss after Tax for the Financial Year 2022-23 is Rs. (238.09) Lakhs as against Net Loss after tax of Rs. (32.15) Lakhs of previous Financial Year. The Directors are continuously looking for the new avenues for future growth of the Company and expect more growth in the future period.

3. CHANGE IN NATURE OF BUSINESS, IF ANY:

During the Financial Year 2022-23 there was no changes in nature of Business of the Company.

4. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Annual Return as on March 31, 2023 is available on the Companys website.

5. DIVIDEND:

To conserve the resources for future prospect and growth of the Company, your Directors do not recommend any dividend for the Financial Year 2022-23 (Previous year - Nil).

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining unpaid or unclaimed for a period of seven years shall be transferred to the Investor Education and Protection Fund (“IEPF”). During the year under review, there was no unpaid or unclaimed dividend in the “Unpaid Dividend Account” lying for a period of seven years from the date of transfer of such unpaid dividend to the said account. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund.

7. TRANSFER TO RESERVES:

The loss of the Company for the Financial Year ending on 31st March, 2023 is transferred to Profit and Loss account of the Company under Reserves and Surplus (i.e. Other Reserves).

8. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT:

There are no material changes and commitments, affecting the financial position of the Company.

9. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There are no significant material orders passed by the Regulators or Courts or Tribunal, which would impact the going concern status of the Company and its future operation.

10. BOARD MEETINGS ANDATTENDANCE:

The Directors of the Company met at regular intervals at least once in a quarter with the gap between two meetings not exceeding 120 days to take a view of the Companys policies and strategies apart from the Board Matters.

During the year under the review, the Board of Directors met 12 (Twelve) times viz 16th April, 2022, 30th May, 2022, 14th June, 2022, 27th July, 2022, 12th August, 2022, 22nd August, 2022, 8th September, 2022, 14th October, 2022, 11th November, 2022, 12th November, 2022, 28th December, 2022 and 6th February, 2023.

11. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 (3) (c) and Section 134(5) of the Companies Act, 2013, to the best of their knowledge and belief the Board of Directors hereby submit that:

a. In the preparation of the Annual Accounts, for the year ended on 31st March, 2023 the applicable accounting standards have been followed and there are no material departure from the same,

b. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of financial year and of the profit of the Company for the financial year ended on 31st March , 2023

c. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities,

d. The Directors had prepared the Annual Accounts on a going concern basis,

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

12. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of section 135 of the Companies Act, 2013 is not applicable to your Company as the Company does not fall under the criteria limits mentioned in the said section of the Act.

Hence, the Company has not taken voluntary initiative towards any activity mentioned for Corporate Social Responsibility.

13. COMMENT ON AUDITORSREPORT:

There were no qualifications, reservations, adverse remarks or disclaimer made by the Auditors in their report on the financial statement of the Company for the financial year ended on 31st March, 2023. Maintenance of cost records as specified under Companies Act, 2013 is not applicable to the Company.

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE

COMPANIES ACT,2013:

The details of loans, investment, guarantees and securities covered under the provisions of section 186 of the Companies Act, 2013 are provided in the financial statement.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All transactions to be entered by the Company with related parties will be in the ordinary course of business and on an arms length basis. However, the Company has not entered into any related party transaction, as provided in Section 188 of the Companies Act, 2013, with the related party. Hence, Disclosure as required under Section 188 of the Companies Act, 2013 is not applicable to the Company.

16. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place adequate internal financial controls with reference to financial statement across the organization. The same is subject to review periodically by the internal audit cell for its effectiveness. During the financial year, such controls were tested and no reportable material weaknesses in the design or operations were observed. The Statutory Auditors of the Company also test the effectiveness of Internal Financial Controls in accordance with the requisite standards prescribed by ICAI. Their expressed opinion forms part of the Independent Auditors report.

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitized and embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, control self-assessment, continuous monitoring by functional experts. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended. During the year, no reportable material weakness was observed.

Particulars

Amount (in Rs.)

1. Balance at the beginning of the year

12,64,000

2. Current Years Profit/ (Loss)

(2,38,09,000)

3. Amount of Securities Premium and other Reserves

0

Total

(2,25,45,000)

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND

OUTGO:

The details of conservation of energy, technology absorption etc. as required to be given under section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules, 2014, is not given as the Company has not taken any major step to conserve the energy etc. Further, there was no foreign exchange earnings and outgo during the financial year 2022-23 (Previous Year Nil).

19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report, and provides the Companys current working and future outlook as per Annexure - 1.

20. DISCLOSURES RELATING TO HOLDING, SUBSIDIARY, ASSOCIATE COMPANY AND JOINT VENTURES:

The Company does not have any Holding, Subsidiary, Associate Company and Joint Venture.

21. SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable Secretarial Standards issued by The Institute of Company Secretaries of India (ICSI). The Company has devised proper systems to ensure compliance with its provisions and is in compliance with the same.

22. STATEMENT ON ANNUAL EVALUATION MADE BY THE BOARD OF DIRECTORS:

The Board evaluated the effectiveness of its functioning, that of the Committees and of individual Directors, pursuant to the provisions of the Act and SEBI Listing Regulations. The Board sought the feedback of Directors on various parameters including:

Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the long-term strategic planning, etc.); Structure, composition, and role clarity of the Board and Committees; Extent of co-ordination and cohesiveness between the Board and its Committees; Effectiveness of the deliberations and process management; Board / Committee culture and dynamics; and Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The Chairman of the Board had one-on-one meetings with each Independent Director and the Chairman of NRC had one-on-one meetings with each Executive and Non-Executive, Non-Independent Directors. These meetings were intended to obtain Directors inputs on effectiveness of the Board/ Committee processes.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole, and the Chairman of the Company was evaluated, taking into account the views of Executive Directors and Non-Executive Directors.

The Nomination and Remuneration Committee reviewed the performance of the individual directors and the Board as a whole.

In the Board meeting that followed the meeting of the independent directors and the meeting of Nomination and Remuneration Committee, the performance of the Board, its committees, and individual directors was discussed.

The evaluation process endorsed the Board Members confidence in the ethical standards of the Company, the resilience of the Board and the Management in navigating the Company during challenging times, cohesiveness amongst the Board Members, constructive relationship between the Board and the Management, and the openness of the Management in sharing strategic information to enable Board Members to discharge their responsibilities and fiduciary duties.

The Board carried out an annual performance evaluation of its own performance and that of its committees and individual directors as per the formal mechanism for such evaluation adopted by the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee.

The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The exercise of performance evaluation was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board by way of individual feedback from directors.

The evaluation frameworks were the following key areas:

a) For Non-Executive & Independent Directors:

Knowledge

Professional Conduct

Comply Secretarial Standard issued by ICSI Duties

Role and functions

b) For Executive Directors:

Performance as leader

Evaluating Business Opportunity and analysis of Risk Reward Scenarios

Key set investment goal

Professional conduct and integrity

Sharing of information with Board.

Adherence applicable government law

The Directors expressed their satisfaction with the evaluation process.

23. MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES:

A. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established vigil mechanism and framed whistle blower policy for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Companys Code of Conduct or Ethics Policy.

B. BUSINESS CONDUCT POLICY

The Company has framed “Business Conduct Policy”. Every employee is required to review and sign the policy at the time of joining and an undertaking shall be given for adherence to the Policy. The objective of the Policy is to conduct the business in an honest, transparent and in an ethical manner. The policy provides for anti-bribery and avoidance of other corruption practices by the employees of the Company.

24. PARTICULARS OF EMPLOYEES:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the Employees of the Company has received remuneration above the limits specified in the Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2021-22.

25. LOANS FROM DIRECTOR / RELATIVE OF DIRECTOR:

During the year under review, the Company has not entered into any materially significant related party transactions which may have potential conflict with the interest of the Company at large. Suitable disclosures as required are provided in AS-18 which is forming the part of the notes to financial statement.

26. DIRECTORS AND KEY MANAGERIALPERSONNEL:

The Directors and Key Managerial Personnel of the Company are summarized below:

Name

Designation

DIN

1. Mr. Raghav Gujral1

Managing Director

09688181

2. Mr. Raghav Gujral1

CFO

BWMPG3980J

3. Ms. Iroda Ochilova2

Non-Executive Director

09698799

4. Mr. Munesh Kumar3

Independent Director

09698731

5. Mr. Sanchit Malhotra4

Independent Director

07276177

6. Mr. Surya Mazumder5

CFO

APIPM8654F

7. Mr. Surya Mazumder5

Non-Executive Director

06714929

8. Ms. Jayshri Kothari6

Independent Director

08988661

9. Ms. Keshita Priyank Dhruv7

Company Secretary

AJLPD7894D

10. Mr. Anurag Poojary8

Whole-time Director

08988658

11. Mr. Satish Bhagat9

Non-Executive Director

07967667

12. Mr. Sandeep Bagaria10

Independent Director

07579819

13. Mr. Paras Nath Verma11

Independent Director

09753924

1Mr. Raghav Gujral was appointed as Managing Director of the Company w.e.f. 27th July, 2022 and as Chief Financial Officer of the Company w.e.f. 14th October, 2022. 2Ms. Iroda Ochilova was appointed as Non-executive Director of the Company w.e.f. 12th August, 2022. 3Mr. Munesh Kumar was appointed as Independent Director w.e.f. 22nd August, 2022. 4Mr. Sanchit Malhotra was appointed as Independent Director w.e.f. 27th July, 2022.

5Mr. Surya Mazumder has resigned from the post of Non-Executive Director and CFO w.e.f. 26th July, 2022. 6Ms. Jayshri Kothari has resigned from the post of Independent Director w.e.f. 28th July, 2022.

7Ms. Keshita Priyank Dhruv was appointed as Company Secretary w.e.f. 14th June, 2022 and has resigned from the post of Company Secretary of the Company w.e.f. 15th December, 2022.

32. SECRETARIAL AUDITOR:

The Board appointed M/s. Gaurav Bachani & Associates, Company Secretaries, Ahmedabad to conduct Secretarial Audit for the Financial Year 2022-23. The Secretarial Audit Report for the Financial Year ended 31st March, 2023 is annexed herewith marked as Annexure - 3 to this Report.

33. DISCLOSURES:

A. Composition of Audit Committee

During the year under review, meetings of members of the Audit committee as tabulated below was held on 30th May, 2022, 12th August, 2022, 8th September, 2022, 11th November, 2022, 12th November, 2022 and 6th February, 2023 and the attendance records of the members of the Committee are as follows:

Name

Status

No. of the Committee Meetings entitled No. of the Committee Meetings attended

Ms. Jayshri Kothari1

Chairperson

1 1

Mr. Satish Bhagat2

Member

3 3

Mr. Sandeep Bagaria3

Member

2 2

Mr. Sanchit Malhotra4

Chairperson

5 5

Mr. Raghav Gujral4

Member

5 5

Mr. Munesh Kumar5

Member

4 4

1Ms. Jayshri Kothari has resigned as Chairperson of the Audit Committee w.e.f 28th July, 2022. 2Mr. Satish Bhagat has resigned as Member of the Audit Committee w.e.f. 13th October, 2022. 3Mr. Sandeep Bagaria has resigned as Member of the Audit Committee w.e.f. 12thAugust, 2022.

4 Mr. Sanchit Malhotra appointed as a Chairman and Mr. Raghav Gujral appointed as Member of the Audit Committee w.e.f 27th July, 2022. 5 Mr. Munesh Kumar was appointed as Member of the Audit Committee w.e.f 22nd August, 2022.

B. Composition of Nomination and Remuneration Committee

During the year under review, meetings of the members of the Nomination and Remuneration committee, as tabulated below, was held on 16th April, 2022, 25th July, 2022, 27th July, 2022, 22nd August, 2022 and 14th October, 2022and the attendance records of the members of the Committee are as follows:

Name

Status

No. of the Committee Meeting entitled No. of Committee Meeting attended

Ms. Jayshri Kothari1

Chairperson

3 3

Mr. Sandeep Bagaria2

Member

3 3

Mr. Surya Mazumder3

Member

2 2

Mr. Sanchit Malhotra4

Chairperson

2 2

Ms. Iroda Ochilova5

Member

2 2

Mr. Munesh Kumar6

Member

4 4

Mr. Satish Bhagat7

Member

2 2

1 Ms. Jayshri Kothari has resigned as Chairperson of the Nomination and Remuneration Committee w.e.f. 28th July, 2022. 2Mr. Sandeep Bagaria has resigned as Member of the Nomination and Remuneration Committee w.e.f. 12th August, 2022. 3Mr. Surya Mazumder has resigned as Member of the Nomination and Remuneration Committee w.e.f. 26th July, 2022. 4 Mr. Sanchit Malhotra was appointed as Chairman of the Nomination and Remuneration Committee w.e.f. 27th July, 2022. 5Ms. Iroda Ochilova was appointed as Member of the Nomination and Remuneration Committee w.e.f 12th August, 2022. 6 Mr. Munesh Kumar was appointed as Member of the Nomination and Remuneration Committee w.e.f 22nd August, 2022. 7 Mr. Satish Bhagat has resigned as Member of the Nomination and Remuneration Committee w.e.f. 13th October, 2022.

C. Composition of Stakeholders Relationship Committee

During the year under review, meetings of members of Stakeholders Relationship committee as tabulated below, was held on 30th May, 2022, 12th August, 2022, 8th September, 2022, 11th November, 2022, 12th November, 2022 and 6th February, 2023 and the attendance records of the members of the Committee are as follows:

Name

Status

No. of the Committee Meeting entitled No. of Committee Meeting attended

Ms. Jayshri Kothari1

Chairperson

1 1

Mr. Satish Bhagat2

Member

3 3

Mr. Surya Mazumder3

Member

1 1

Mr. Sanchit Malhotra4

Chairperson

5 5

Mr. Munesh Kumar5

Member

4 4

Mr. Raghav Gujral6

Member

5 5

1Ms. Jayshri Kothari has resigned as Chairperson of the Stakeholders Relationship Committee w.e.f. 28th July, 2022. 2Mr. Satish Bhagat has resigned as Member of the Stakeholders Relationship Committee w.e.f. 13th October, 2022. 3 Mr. Surya Mazumder has resigned as Member of the Stakeholders Relationship Committee w.e.f. 12th August, 2022. 4 Mr. Sanchit Malhotra was appointed as Chairperson of the Stakeholders Relationship Committee w.e.f. 27th July, 2022. 5Mr. Munesh Kumar was appointed as Member of the Stakeholders Relationship Committee w.e.f. 22nd August, 2022. 6 Mr. Raghav Gujral was appointed as Member of the Stakeholders Relationship Committee w.e.f. 27th July, 2022.

34. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT,2013:

The Company has always been committed to provide a safe and conducive work environment to its employees. Your Directors further state that during the year under review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as confirmed by the Internal Complaints Committee as constituted by the Company.

35. INDUSTRIAL RELATIONS:

The Directors are pleased to report that the relations between the employees and the management continued to remain cordial during the year under review

36. MAINTENANCE OF COST RECORDS:

The provisions relating to maintenance of cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013, are not applicable to the Company and accordingly such accounts and records are not required to be maintained.

37. INSOLVENCY AND BANKRUPTCY CODE:

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

38. VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN

FROM BANKS AND FINANCIAL INSTITUTIONS:

The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable to the Company.

39. ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions, Suppliers, Customers and other business associates who have extended their valuable sustained support and encouragement during the year under review.

Your Directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by all executives, officers and staff at all levels of the Company. We look forward for the continued support of every stakeholder in the future.

Registered Office:

By the Order of the Board

405, Patel Ashwamegh Complex Jetalpur Road,

Tiaan Consumer Limited

Near Dairy Den Circle, Sayajigunj Vadodara 390

005

Sd/- Sd/-
Raghav Gujral Iroda Ochilova

Place: Vadodara

Managing Director Director

Date: 4th September, 2023

DIN: 09688181 DIN: 09698799