Tribhovandas Bhimji Zaveri Ltd Directors Report.

To,

The Members of

Tribhovandas Bhimji Zaveri Limited,

Your Directors are pleased to present the Twelfth Annual Report on the business and operations of your Company together with the audited financial statements and Auditors Report for the financial year ended 31st March, 2019:

Financial Results:

The financial performance of your Company for the financial year ended 31st March, 2019 is summarized below:

Particulars Standalone Financials
31-Mar-19 31-Mar-18
(Rs. in Lacs) Rs. (in Lacs)
Revenue from operations 176,382.65 175,568.51
Earnings before Finance Cost, Depreciation and Amortization 7,380.03 7,309.87
Add: Other Income 560.48 704.27
Less: Finance Cost 4,637.20 3,974.34
Less: Depreciation and Amortization expenses 991.91 849.35
Net Profit before Exceptional items & Taxes 2,311.40 3,190.45
Add: Exceptional items - -
Net Profit for the year before Taxes 2,311.40 3,190.45
Less: Provision for Taxes
Current Tax/MAT 992.00 981.00
MAT Credit - -
Deferred Tax charge (211.18) 103.97
Provision pertaining to earlier years - -
Profit for the year 1,530.58 2,105.48
Add/(less): Other Comprehensive income (112.06) (36.42)
Total Comprehensive income for the year 1,418.52 2,069.06
Add/(less): Balance Brought Forward from Previous Year 23,801.23 21,732.16
Add/(less): Opening provision for Franchisee sales return (68.40) -
Add/(less): Dividend for the year ended 31st March 2018 (603.35) -
Surplus Available for Appropriation 24,547.99 23,801.23
Appropriations:
Transfer to General Reserve - -
Total Appropriations - -
Surplus Available after Appropriation 24,547.99 23,801.23
Add: Balance in Security Premium Account 16,791.35 16,791.35
Add: Balance General Reserve 1,401.47 1,401.47
Add: Balance Capital Reserve - -
Balance carried forward to Balance Sheet 42,740.81 41,994.05

Financial Performance:

Your Company has reported revenue profit during the financial year 2018-19. Revenue from operations increased by 0.46% to Rs. 176,382.65 Lacs from Rs. 175,568.51 Lacs in the previous financial year. The profit before tax decreased by 27.55% to Rs. 2,311.40 Lacs, while net profit after tax decreased by 27.30% to Rs. 1,530.58 Lacs.

The Gross Profit Margin for the financial year 2018-19 has increased to 14.11% as compared to 14.05% in the previous financial year. In the absolute term the Gross Profit has increased to Rs. 24,892.68 Lacs as compared to Rs. 24,609.98 Lacs during the previous financial year.

The EBITDA for the financial year 2018-19 has increased to 4.18% as compared to 4.16% in the previous financial year.

During the current financial year, your Company has opened five owned stores at Noida, Uttar Pradesh, Aundh at Pune, Maharashtra, Ludhiana, Punjab, Phoenix Market city (mall store), Bengaluru and Lucknow, Uttar Pradesh. During the year under review your Company took over franchisee operating store at Jamnagar, Gujarat and run the store as its own store, totaling the number of stores to forty two, out of which thirty eight are your Companys own stores and four are franchise stores, in thirty cities and fourteen states as on 31st March, 2019. Post 31st March, 2019 and as on signing of this Report, your Company has shut down its own store at Nagpur and one franchise store at Bhopal, which brings the total number of stores to forty, out of which thirty seven are your Companys own stores and three are franchise stores, in twenty eight cities and fourteen states as on date of signing of this report.

Dividend:

Your Directors are pleased to recommend the dividend of 7.50%, i.e. dividend of Rs. 0.75 (Seventy Five Paise only) per equity share of face value of Rs. 10 each for the financial year ended 31st March, 2019, subject to the approval of the Members at the ensuing Annual General Meeting, against the dividend of Rs. 0.75 (Seventy Five Paise Only) per equity share of face value of Rs. 10 each, i.e. 7.50% for the previous financial year ended 31st March, 2018. Your Company will pay the tax on dividend as per the provisions of the Income Tax Act, 1961. It is not proposed to transfer any amount to General Reserve for the year under review.

The total outgo for the current financial year amounts to Rs. 60,335,471 (Rupees Six Crores Three Lacs Thirty Five Thousand Four Hundred Seventy One only) including dividend distribution tax of Rs. 10,287,506 (Rupees One Crore Two Lacs Eighty Seven Thousand Five Hundred Six only) for the current financial year ended 31st March, 2019, as compared to the total outgo of Rs. 60,335,471 (Rupees Six Crores Three Lacs Thirty Five Thousand Four Hundred

Seventy One only) including dividend distribution tax of Rs. 10,287,506 (Rupees One Crore Two Lacs Eighty Seven Thousand Five Hundred Six only) for the previous financial year ended 31st March, 2018.

Changes in nature of business, if any:

During the financial year 2018-19 there was no change in nature of business of your Company.

Material Changes and Commitments:

There have been no material changes and commitments since the close of the financial year i.e. 31st March, 2019 till the date of signing of this Directors Report, affecting the financial position of your Company.

Changes in Authorised Share Capital:

During the financial year 2018-19 there was no change in the Authorised Share Capital of your Company.

Changes in Paid-up Share Capital:

During the financial year 2018-19 there was no change in the Paid-up Share Capital of your Company.

Wholly owned Subsidiary Company:

As required under Rule 8(1) of the Companies (Accounts) Rules, 2014, the Boards Report has been prepared on the basis of standalone financial statements and a report on performance and financial position of the wholly owned subsidiary included in the consolidated financial statements is presented and is stated in this report.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of your Company, containing therein its standalone and the consolidated financial statements has been placed on the website of your Company, www.tbztheoriginal.com. Further, as per fourth proviso of the said section, audited annual accounts of the subsidiary company has also been placed on the website of your Company, www.tbztheoriginal.com. Members interested in obtaining a copy of the audited annual accounts of the wholly owned subsidiary company may write to the Company Secretary at your Companys corporate office or email to investors@tbzoriginal.com.

Your Company has constituted "Policy on Determining Material Subsidiaries" in accordance with the Regulation 16(1)(c) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy will be used to determine the material subsidiaries of your Company and to provide governance framework for such subsidiaries. As per the Policy and as per the requirements of the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 none of the wholly owned subsidiary companies are material subsidiary company of your Company. The Policy on determining material subsidiaries is available on your Companys website at the link: https://www.tbztheoriginal.com/storage/TBZ-Material%20 Subsidiary%20Policy(1.4.19).pdf.

As per the requirements of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015, the audited consolidated financial statements of your Company incorporating its wholly owned subsidiary company is prepared in accordance with applicable Indian Accounting Standards (Ind AS) are enclosed herewith.

For the year under review, i.e. as on 31st March, 2019, your Company has one wholly owned subsidiary company namely; Tribhovandas Bhimji Zaveri (Bombay) Limited.

Konfiaance Jewellery Private Limited

(Status of the company: Dissolved as on 31st March, 2019)

Konfiaance Jewellery Private Limited was a non-operational company and has no turnover in previous years and the Company was also not planning to do any business in that Company and due to that reason, it was decided to Liquidate the affairs (winding-up) of this wholly-owned subsidiary company as Voluntary Liquidation. To give effect to this the Board of Directors of holding company as well as wholly-owned subsidiary company at its Board Meeting dated 2nd August, 2017, had approved to Liquidate the affairs (winding-up) of Konfiaance Jewellery Private Limited, Wholly Owned Subsidiary of your Company under Voluntary Liquidation Process. At the Extra Ordinary General Meeting of Konfiaance Jewellery Private Limited held on 28th August, 2017 the members had approved by way of Special Resolution, the winding up of the affairs of the company by Members Voluntary Liquidation Process. Your Company had voluntarily given intimation under the outcome of the Board Meeting to Stock Exchanges (NSE & BSE) on 2nd August, 2017 to follow a good corporate governance; as Konfiaance Jewellery Private Limited, is not a material wholly owned subsidiary company and not falling under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Konfiaance Jewellery Private Limited, which was wholly owned subsidiary company of your Company was under the process of Voluntary Liquidation. The Voluntary Liquidation process had begun on 28th August, 2017 in pursuance of provisions of Section 59 of the Insolvency and Bankruptcy Code, 2016 and Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017 and the process of voluntary liquidation has been completed on 31st March, 2018. As required under Regulation 38 (2) and (3) of the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017, the liquidator has prepared and submitted the final report to the Insolvency and Bankruptcy Board of India and the Registrar of Companies and the application for dissolution of the company was filed with the National Company Law Tribunal (NCLT) as required by Section 59 (7) and all other applicable provisions of the Insolvency and Bankruptcy Code, 2016.

Tribhovandas Bhimji Zaveri (Bombay) Limited

Tribhovandas Bhimji Zaveri (Bombay) Limited is operating its manufacturing activities from 106, Kandivali Industrial Estate, Charkop, Kandivali (West), Mumbai-400 067. The said property is taken on Leave & License basis from your Company (i.e. holding company).

Tribhovandas Bhimji Zaveri (Bombay) Limited, during the financial year 2018-19, has reported a total revenue of Rs. 1,981.99 Lacs and has incurred profit before tax of Rs. 23.68 Lacs and profit after tax of Rs. 22.08 Lacs.

Performance of wholly owned subsidiary company:

Pursuant to provisions of Section 129(3) of the Companies Act, 2013 (‘the Act), a statement containing salient features of Financial Statements of wholly owned subsidiary company in Form AOC-1 is annexed as ‘Annexure-A.

The Company does not have any Associate or Joint Venture Companies. The Company has adopted a Policy for determining the criteria of material subsidiaries which can be viewed on the Companys website at www.tbztheoriginal.com.

Performance/State of Companys Affairs:

As on 31st March, 2019, your Company was operating from forty two stores in thirty cities and fourteen states, out of which your Company has thirty eight owned stores and four franchise stores and your Company has one Corporate Office at Tulsiani Chambers, Nariman Point.

Recent Development(s):

During the current financial year, your Company has opened five owned stores at Noida, Uttar Pradesh, Aundh at Pune, Maharashtra, Ludhiana, Punjab, Phoenix Market city (mall store), Bengaluru and Lucknow, Uttar Pradesh. During the year under review your Company took over franchisee operating store at Jamnagar, Gujarat and run the store as its own store, totaling the number of stores to forty two, out of which thirty eight are your Companys own stores and four are franchise stores, in thirty cities and fourteen states as on 31st March, 2019. Post 31st March, 2019 and as on signing of this Report, your Company has shut down its own store at Nagpur and one franchise store at Bhopal, which brings the total number of stores to forty, out of which thirty seven are your Companys own stores and three are franchise stores, in twenty eight cities and fourteen states as on date of signing of this report.

Awards & Recognition:

During the year under review your Company has won following awards:

Year Awards
2018 ‘Best Diamond Vivah Jewellery of the Year award given at the 14th Retail Jeweller India Awards 2018
2019 The Company wins two prestigious awards GJCs National Jewellery Awards (NJA) 2018 in following two categories:
(1) Showstopper couture (Contemporary Diamond Jewellery) and
(2) Treasure of Ocean (Pearl Jewellery of the year).
2019 ‘Indias Retail Champion Awards in Jewellery Category in the event organized by Retail Association of India (RAI)

New Product Launch:

Riwayat Bridal Jewellery Collection: Your Company launched the new meticulously designed Riwayat Bridal Jewellery collection during the financial year_ 2018-19. Taking inspiration from the regal era, the range has been designed to perfection with splendid jewels and stones. The newly launched collection speaks volumes about your Companys unrivalled grace and impeccable quality for a quintessential modern bridal look.

Your Company focused on launching a_ordable and contemporary ranges starting from this new collection for todays modern woman.

Credit Rating

During the year under review, CRISIL has reviewed the Credit Rating on the long-term bank facilities of your Company at ‘CRISIL BBB+/Stable (Reafirmed) vide letter Ref. No. TBZPL/204590/BLR/081800473 dated 7th August, 2018 which is stated as follows:

Total Bank Loan Facilities Rated Rs. 7,350 Million
Long-Term Rating CRISIL BBB+/Stable
(Reafirmed)

Increase in Inventories:

The inventory of your Company as on 31st March, 2019 has increased by Rs. 16,512.13 Lacs as compared to the inventory on 31st March, 2018. The increase in inventory is due to addition of five new stores during the year.

Operations:

The operations of your Company are elaborated in the annexed Management Discussion and Analysis Report.

Hedge Accounting/Derivative Financial Instruments: Embedded Derivative:

An embedded derivative is a component of a hybrid (combined) instrument that also includes a non-derivative host contract-with the effect that some of the cash flows of the combined instrument vary in a way similar to a standalone derivative. An embedded derivative cause some or all of the cash flows that otherwise would be required by the contract to be modified according to a specified variable. Your Company enters into purchase gold contract, in which the amount payable is not fixed based on gold price on the date of purchase, but instead is affected by changes in gold prices in future. Such transactions are entered into to protect against the risk of gold price movement in the purchased gold. Accordingly, such unfixed payables (gold loan) are considered to have an embedded derivative. Your Company designates the gold price risk in such instruments as hedging instruments, with gold inventory considered to be the hedged item. The hedged risk is gold prices movement.

Derivatives are initially measured at fair value. Subsequent to initial recognition, derivative is measured at fair value, and changes there in are generally recognised in profit and loss.

At the inception of a hedge relationship, your Company formally designates and documents the hedge relationship to which your Company wishes to apply hedge accounting and the risk management objective and strategy for undertaking the hedge. The documentation includes your Companys risk management objective and strategy for undertaking hedge, the hedging/economic relationship, the hedged item or transaction, the nature of the risk being hedged, hedge ratio and how the entity will assess the effectiveness of changes in the hedging instruments fair value in offsetting the exposure to changes in the hedged items fair value attributable to the hedged risk. Such hedges are expected to be highly effective in achieving offsetting changes in fair value and are assessed on an ongoing basis to determine that they actually have been highly effective throughout the financial reporting periods for which they were designated.

Commodity forward contract of NIL is outstanding as on 31st March, 2019 (31st March, 2018: NIL was outstanding). Hedging loss is Rs. NIL as on 31st March, 2019 (31st March, 2018: loss of Rs. 9.99 Lacs).

Related Party Transactions:

All contracts/arrangements/transactions entered by your Company during the financial year under review with related parties were in the ordinary course of business and on an arms length basis and is in compliance with the applicable provisions of the Act and the Listing Regulations. During the year, there are no materially significant related party transactions entered by your Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of your Company at large. There were no materially significant Related Party Transactions made by the Company during the year that required shareholders approval under Regulation 23 of the Listing Regulations.

All related party transactions are placed before the Audit Committee and before the Board for their approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and to the Board of Directors at their Board Meetings for their approval on a quarterly basis.

There are no material related party transactions which are not in ordinary course of business or which are not on arms length basis and hence there is no information to be provided as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014. The details of transactions with related parties as required are provided in Form AOC-2 is annexed as ‘Annexure-B.

The policy on Materiality on Related Party Transactions and manner of dealing with Related Party Transactions as approved by the Board is uploaded on your Companys website at the link: https://www.tbztheoriginal.com/storage/TBZ-Policy%20 on%20Materiality%20and%20Dealing%20with%20 RPT(1.4.19).pdf

None of the Independent Directors has any pecuniary relationships or transactions vis-a-vis your Company.

A statement of related party transactions pursuant to Indian Accounting Standard (Ind AS)-24 forms a part of notes to accounts.

Transfer to Reserves:

During the year under review, your Company has transferred Rs. NIL to the General Reserve.

Particulars of Loans given, Investments made, Guarantees given and Securities provided under Section 186 of the Companies Act, 2013:

Particulars of loans given, investments made, guarantees given and securities provided covered under the provisions of Section 186 of the Companies Act, 2013, are given in the notes to the standalone financial statements provided in this Annual Report.

Fixed Deposits/Deposits:

During the year under review your Company has not accepted or invited any fixed deposits from the public and there were no outstanding fixed deposits from the public as on the Balance Sheet date.

Your Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

Insurance:

All the insurable interests of your Company including inventories, buildings, plant and machinery and liabilities are adequately insured.

Corporate Social Responsibility (CSR) Initiatives:

As part of its initiatives under Corporate Social Responsibility (CSR), the Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by your Company, which has been approved by the Board and are in accordance with Schedule VII of the Companies Act, 2013.

The CSR Policy may be accessed on your Companys website at the link: http://www.tbztheoriginal.com/storage/Investors/ Investor%20In%20formation/TBZ-%20CSR%20Policy%20 -%2004.08.2014.pdf.

Your Company is committed towards the "Corporate Social Responsibility (CSR)" initiatives as per the requirement of Section 135 of the Companies Act, 2013 ("Act"). The details of the composition of the Corporate Social Responsibility (CSR) Committee are disclosed in the Corporate Governance Report forming part of this Annual Report.

As part of initiatives under "Corporate Social Responsibility (CSR)", for the financial year 2018-19, your Company has shortlisted the specific activities/projects in the area of (a) ‘Promoting Healthcare including Preventive Healthcare, which is falling under item (i) of Schedule VII of the Act; (b) ‘Promoting Education which is falling under item (ii) of

Schedule VII of the Act and (c) ‘Promoting gender equality and womens empowerment which is falling under item (iii) of Schedule VII of the Act. Your Company will also undertake other need based initiatives in compliance with Schedule VII to the Act.

As per Section 135 of the Companies Act, 2013, the total amount of CSR contribution which is required to be spend during the financial year 2018-19 is coming to Rs. 1,795,739 (Rupees Seventeen Lacs Ninety Five Thousand Seven Hundred Thirty Nine Only). Your Company has made total CSR contribution of Rs. 2,299,246 (Rupees Twenty Two Lacs Ninety Nine Thousand Two Hundred Forty Six Only) for the financial year 2018-19. The prescribed CSR Expenditure required to be done by your Company has been spend as CSR activities for the financial year 2018-19. During the financial year 2018-19 there is no amount left unspent for the financial year 2018-19.

The total CSR contribution of Rs. 2,299,246 (Rupees Twenty Two Lacs Ninety Nine Thousand Two Hundred Forty Six Only) were contributed to (1) Cancer Patient Aid Association (CPAA) of Rs. 110,000 for Promoting Healthcare including Preventive Healthcare; (2) Bombay Hospital Trust for medical treatment of a poor and needy patient of Rs. 95,426 for Promoting Healthcare including Preventive Healthcare; (3) West Wind Association of Rs. 50,000 for Promotion of Education Activities; (4) Friends of Tribal Society of Rs. 100,000 for promotion of Educational Activities; (5) Under CSR Activity of your Company carries out CSR Activities for promoting gender equality and womens empowerment under its main project known as "Pankhi Project". Your Company has made total CSR Contribution of Rs. 1,943,820 for the financial year 2018-19 and out of which Rs. 60,000 was incurred towards administrative expenses and balance Rs. 1,883,820 made to various organisations such as: (a) Baroda Citizen Council (BCC) of Rs. 396,000 for providing family counseling; (b) Ahmedabad Womens Action Group (AWAG) of Rs. 396,000 for providing family counseling; (c) Stree Mukti Sangathan of Rs. 556,820; (d) Bharatiya Stree Shakti of Rs. 535,000. These NGOS/organization carry out projects which are largely in accordance with Schedule VII of the Companies Act, 2013.

Your Company is fully committed to make contributions towards CSR Activities of your Company as per the requirement of Section 135 of the Companies Act, 2013.

The Annual Report on CSR activities is annexed herewith as "Annexure-C"

Business Risk Management:

SEBI has come out with the circular on the requirement of constitution of Risk Management Committee of the Board as per the requirement of the Listing Agreement (Regulations).

As per SEBI Circular Reference No. SEBI/LAD-NRO/GN/2015-16/013 dated 2nd September, 2015 issued by Securities and Exchange Board of India (SEBI) and as per the requirement of Regulation 21(5) of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 shall be applicable to top 100 companies by market capitalization as at the end of the immediate previous financial year which is now substituted with top 500 companies by market capitalization as at the end of the immediate previous financial year as per the requirement of Regulation 21(5) of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) (Amendment) Regulations, 2018.

Accordingly, constitution of Risk Management Committee is not compulsory for your Company. To follow Corporate Governance in the right spirit, your Company has voluntarily constituted the Risk Management Committee of the Board. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Annual Report.

Your Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

Your Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance your Companys competitive advantage. Risk Management Committee provides assistance to the Board of Directors in fulfilling its objective of controlling/monitoring various risks prevailing in the functioning of your Company in day to day life including the Gold Price Risk Management Policy of your Company as well as mitigating the risk on hedging in domestic as well as international market.

The key business risks identified by your Company and its mitigation plan are as under:

(i) Gold Price Fluctuation Risk:

Prices of gold keep on fluctuating and in last one year there were huge fluctuations observed in gold prices due to various international factors and stringent domestic government policies. To mitigate this risk of gold price fluctuation your Company has started doing hedging in domestic market to protect your Company from the gold price fluctuation. Your Companys endure is to maximize procurement of inventory on gold loan as well as procurement of gold bar under gold loan scheme from various banks which will also help to reduce risk of your Company due to gold price fluctuation and takes care of natural hedging.

(ii) Competition Risks:

The jewellery industry is becoming intensely competitive with few organized sectors and majority of unorganized sectors in local area, with the foray of new entrants and many of the existing unorganized players adopting inorganic growth strategies. To mitigate this risk, your Company is leveraging on its expertise, experience and its created capacities to increase market share, enhance brand equity/ visibility and enlarge product portfolio and various tactical offers.

Disclosure under Section 164(2):

None of the Directors of your Company are disqualified from being appointed as Directors as specified under Section 164(2) of the Companies Act, 2013.

Directors:

In accordance with the provision of Section 152 and all other applicable provisions of the Companies Act, 2013, Independent Directors are not liable to retire by rotation and for the purpose of calculation of ‘total number of Directors who are liable to retire by rotation this shall not include Independent Directors. Mr. Shrikant Zaveri (DIN: 00263725), Chairman & Managing Director of your Company, is the Director not liable to retire by rotation. Ms. Binaisha Zaveri (DIN: 00263657) and Ms. Raashi Zaveri (DIN: 00713688), Whole-time Directors of your Company are the Directors who are liable to retire by rotation.

Ms. Binaisha Zaveri (DIN: 00263657), Whole-time Director of your Company, retires by rotation at the 12th Annual General Meeting of your Company, and being eligible, offers herself for re-appointment.

Pursuant to Sections 149, 152 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 along with Schedule IV of the Act (including any statutory modification(s) or re-enactment thereof for the time being in force), the Independent Directors can hold office for a first term of five consecutive years on the Board of Directors of your Company. Mr. Kamlesh Vikamsey (DIN: 00059620), Mr. Ajay Mehta (DIN: 00028405) and Mr. Sanjay Asher (DIN: 00008221); Independent Directors of your Company were appointed to hold office for the period of first term of five consecutive years upto 31st March, 2019, in the 7th Annual General Meeting of your Company held on 24th September, 2014. As per provisions of the Companies Act, 2013, all the three Independent Directors were re-appointed for the second term of five consecutive years from 1st April, 2019 to 31st March, 2024, in the 11th Annual General Meeting of your Company held on 31st July, 2018. Independent Directors shall not be liable to retire by rotation.

Familiarization/Orientation Program of Independent Directors:

Your Company has a program to familiarize Independent Directors with regard to their roles, rights, responsibilities in your Company, nature of the industry in which your Company operates, the business model of your Company, etc. The purpose of Familiarization Programme for Independent Directors is to provide insights into your Company to enable the Independent Directors to understand its business in depth and contribute significantly to your Company. Your Company has already carried out the familiarization programme for Independent Directors. The Familiarization Programme Imparted to Independent Directors in terms of Regulation 25(7) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is available on the website of your Company at link: https://www.tbztheoriginal.com/storage/TBZ-Familiarization%20Prog.-ID(18-19).pdf.

Independent Directors/Statement of declaration by Independent Directors under Section 149(7) of the Companies Act, 2013 and Regulations 16(1)(b) and 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

The Independent Directors have given declarations to your Company under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence provided under Section 149(6) of the Companies Act, 2013 and Regulations 16(1)(b) and 25(8) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘the Listing Regulations).

The Board of Directors of your Company confirms that the Independent Directors fulfil the conditions specified in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and are independent of the management.

Key Managerial Personnel:

Pursuant to provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 following persons are acting as Key Managerial Personnel of your Company:

Mr. Shrikant Zaveri, Chairman & Managing Director, Ms. Binaisha Zaveri and Ms. Raashi Zaveri, Whole-time Directors and Mr. Saurav Banerjee, Chief Financial Officer (CFO) and Mr. Niraj Oza, Head-Legal & Company Secretary of your Company are the Key Managerial Personnel of your Company.

Your Company does not have separate position of Chief Executive Officer (CEO), as all the responsibilities of Chief Executive Officer (CEO) has been discharged by Mr. Shrikant Zaveri, Chairman & Managing Director of your Company.

Annual Evaluation of Performance/Board Evaluation Criteria:

Your Company believes that systematic evaluation contributes significantly to improved performance at the three levels; organizational, Board and Individual Board Member. It encourages the leadership, team work, accountability, decision making, communication and efficiency of the Board. Evaluation also ensures teamwork by creating better understanding of Board dynamics, management relations and thinking as a group within the Board. The process includes multi layered evaluation based on well-defined criteria consisting of relevant parameters.

Pursuant to the applicable provisions of the Companies Act, 2013 and Regulations 17(10), 25(4) and all other applicable Regulation(s) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors have carried out annual evaluation of its own performance, Board Committees, individual Directors, Chairperson of your Company.

The performance of the Board/Committee was evaluated after seeking inputs from all the Directors/Committee members on the basis of the defined criteria including composition and structure effectiveness of meeting, information and functioning.

Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated, on the basis of following evaluation criteria:Relevant knowledge, expertise and experience.Devotion of time and attention to your Companys long term strategic issues.

Addressing the most relevant issues for your Company.Discussing and endorsing your Companys strategy.Professional conduct, ethics and integrity.

Understanding of duties, roles and function as Independent Director.

The manner in which evaluation has been carried out has been explained in detail in the Corporate Governance Report, which forms part of this Annual Report.

Nomination, Remuneration and Evaluation Policy:

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management, their remuneration and their evaluation. In compliance with the provision of Section 178 of the Companies Act, 2013 and the Listing Regulations Nomination, Remuneration and Evaluation Policy is forming a part of Directors Report as "Annexure-F".

Board and Committee Meetings/Number of Meetings:

A calendar of Board and Committee Meetings is prepared and circulated in advance to the Directors.

The Board of Directors met for five times during the year and members of the Audit Committee met four times during the year.

During the financial year 2018-19, five Board Meetings were convened and held on 2nd May, 2018, 31st July, 2018, 13th August, 2018, 31st October, 2018 and 6th February, 2019. Total four Audit Committee Meetings were convened and held on 2nd May, 2018, 13th August, 2018, 31st October, 2018 and 4th February, 2019. The details of the meetings are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Directors Responsibility Statement:

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statements in terms of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013:

(a) that in preparation of the annual accounts, the applicable Indian Accounting Standards (Ind AS) have been followed and there are no material departures;

(b) that 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 your Company at the end of the financial year and of the profit and loss of your Company for that period;

(c) that they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013. They confirm that there are adequate systems and controls for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

(d) that they have prepared the Annual Accounts on a going concern basis;

(e) that they have laid down the proper internal financial controls to be followed by your Company and that such internal financial controls were adequate and were operating effectively;

(f) that they have devised proper systems to ensure the compliance with all applicable laws and that such systems were adequate and operating effectively.

Review of Annual Accounts by Audit Committee:

Financials of your Company for the financial year ended 31st March, 2019 were reviewed by the Audit Committee before being placed before the Board.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The particulars as required under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, are as under:

1. Part A & B pertaining to conservation of energy and technology absorption are not applicable to your Company.

2. Foreign Exchange earnings and outflow:

Earnings - Rs. NIL
Outflow - Rs. 54.48 Lacs

Significant and Material Orders passed against your Company by the Regulators or Courts or Tribunals:

Pursuant to the requirement of Section 134(3)(q) of the Companies Act, 2013 read with Rule 8(5)(vii) of the Companies (Accounts) Rules, 2014, it is confirmed that during the Financial Year under review, there are no significant or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and your Companys operations in future.

Audit Committee:

The Audit Committee comprises of two Independent Directors namely Mr. Kamlesh Vikamsey as Chairman of the Committee and Mr. Ajay Mehta as member of the Committee and Mr. Shrikant Zaveri, Chairman & Managing Director of your Company as member of the Committee. All the recommendations made by the Audit Committee were accepted by the Board.

The Committee inter-alia reviews the Internal Control System and reports of Internal Auditors and compliance of various regulations. The Committee also reviews at length the Financial Statements before they are placed before the Board. The numbers of Audit Committee, its terms of reference, the meetings of the Audit Committee and attendance thereat of the members of the Committee is mentioned in the Corporate Governance Report.

Vigil Mechanism/Whistle Blower Policy:

Your Company has adopted and established a vigil mechanism named "Whistle Blower Policy (WBP)" for directors and employees to report genuine concerns and to deal with instance of fraud and mismanagement, if any. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of your Companys website at the link: https://www.tbztheoriginal.com/storage/TBZ-Whistle%20 Blower%20Policy(01.04.19).pdf.

Human Resources and Employee Relations:

Attracting, retaining and developing talent continued to be a focus area for your Company. The increased focus on capability enhancement and employee engagement had a positive impact on talent retention as reflected in the lower attrition levels. Your Company has total employee strength of 1,264 as on 31st March, 2019. Employee Relations continued to be cordial at all levels.

Prevention of Sexual Harassment at workplace {Disclosure as required under Section 22 of Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013}:

Your Company has always believed in providing a safe and harassment free workplace for every individual working in its premises through various policies and practices. Your Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. Your Company has adopted a policy on Prevention of Sexual Harassment at Workplace which is in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The policy aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of undesired behavior. An Internal Complaints Committee ("ICC") has been set up from the senior management (with women employees constituting the majority) which is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the Policy. All employees (permanent, contractual, temporary, trainees) are covered under the policy.

Your Directors further state that during the year under review, there were no complaint/cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. {There was no complaint received from any employee during the financial year 2018-19 and hence no complaint is outstanding as on 31st March, 2019 for redressal}.

The status of cases/complaint filed, disposed of and pending in respect of Sexual Harassment of Women at Workplace for the financial year ended as on 31st March, 2019 (i.e. from 1st April, 2018 to 31st March, 2019) as given below:

Opening Cases/ complaint as on 1st April, 2018 Cases/ complaint filed during the year ended 31st March, 2019 Cases/ complaint disposed of during the year ended 31st March, 2019 Cases/ complaint pending as on 31st March, 2019
NIL NIL NIL NIL

Particulars of Employees:

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annual Report. (Refer "Annexure-H").

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report. (Refer "Annexure-G").

Extract of Annual Return:

In accordance with Sections 134(3)(a) & 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return in the prescribed format (in form MGT-9) is annexed herewith as "Annexure-E".

Management Discussion and Analysis:

Pursuant to Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (‘Listing Regulations), a detailed review of operations, performance and future outlook of your Company and its business is given in the Management Discussion and Analysis which forms part of this Report.

Corporate Governance:

Your Company acknowledges its responsibilities to its Stakeholders and believes that Corporate Governance helps to achieve commitment and goals to enhance stakeholders value by focusing towards all stakeholders. Your Company maintains highest level of transparency, accountability and good management practices through the adoption and monitoring of corporate strategies, goals and procedures to comply with its legal and ethical responsibilities. Your Company is committed to meeting the aspirations of all its stakeholders.

Your Company is fully committed to and continues to follow procedures and practices in conformity with the Code of Corporate Governance enshrined in Regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V and all other applicable Regulation(s) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. A detailed report on Corporate Governance forms part of this Report. The Statutory Auditors Certificate as per the requirements of Para E of Schedule V and all other applicable Regulation(s) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, on compliance with Corporate Governance requirements by your Company is attached to the Report on Corporate Governance.

General Shareholder Information:

General Shareholder Information is given in Item No. VII of the Report of Corporate Governance forming part of the Annual Report.

Listing Fees:

The Equity Shares of your Company are listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). Your Company has paid the applicable listing fees to the above Stock Exchanges for the financial year 2018-19. Your Companys shares are traded in dematerialized segment for all investors compulsorily and your Company had entered into agreements with the Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL) for custodial services.

Listing Agreement:

The Securities and Exchange Board of India (SEBI), on 2nd September, 2015, issued Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the aim to consolidate and streamline the provisions of the Listing Agreement for different segments of capital market to ensure better enforceability. The said regulations were effective from 1st December, 2015. Accordingly, all listed entities were required to enter into the Listing Agreement within six months form the effective date. Your Company entered into Listing Agreement with BSE Limited and the National Stock Exchange of India Limited during November, 2015.

Adequacy of Internal Financial Controls with reference to financial statements:

Based on the framework of internal financial controls and compliance systems established and maintained by your Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the Audit Committee, the Board is of the opinion that your Companys internal financial controls were adequate and effective with reference to the financial statements for the financial year ended 31st March, 2019.

Internal Control Systems and their adequacy:

The management continuously reviews the internal control systems and procedures for the efficient conduct of your Companys business. Your Company adheres to good practices with respect to transactions and financial reporting and ensures that all its assets are appropriately safeguarded and protected against losses. The Internal Auditor of your Company conducts the audit on regular basis and the Audit Committee actively reviews internal audit reports and effectiveness of internal control systems.

Internal Control Systems are implemented to safeguard your Companys assets from loss or damage, to keep constant check on the cost structure, to prevent revenue leakages, to provide adequate financial and accounting controls and to implement Indian Accounting Standards (Ind AS).

Stakeholders Relationship:

Stakeholders relations have been cordial during the year. As a part of compliance, your Company has Stakeholders Relationship Committee to consider and resolve the grievances of security holders of your Company. There were no investors grievances pending as on 31st March, 2019. A confirmation to this effect has been received from your Companys Registrar and Share Transfer Agent.

Enhancing Shareholders Value:

Your Company believes that its Members are among its most important stakeholders. Accordingly, your Companys operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

Participation in the Green Initiative:

Your Company continues to wholeheartedly participate in the Green Initiative undertaken by the Ministry of Corporate Affairs (MCA) for correspondences by Corporate to its Members through electronic mode. All the Members are requested to join the said program by sending their preferred e-mail addresses to their Depository Participant.

In commitment to keep in line with the Green Initiative and going beyond it to create new green initiatives, electronic copy of the Annual Report along with Notice of 12th Annual General Meeting of your Company will be sent to all Members whose email addresses are registered with the Company/Depository Participant(s). For members who have not registered their e-mail addresses, physical copies will be sent through the permitted mode.

Employee Stock Option Scheme (ESOP):

For the current financial year 2018-19, your Company do not have any open Employee Stock Option Scheme (ESOP) nor granted any fresh stock option to its employees.

Consolidated Financial Statements:

Your Directors are pleased to enclose the Consolidated Financial Statements pursuant to Section 129 and all other applicable provisions of the Companies Act, 2013 and as per the applicable Regulations of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and prepared in accordance with the Indian Accounting Standards (Ind AS)-110 and all other applicable Indian Accounting Standards (Ind AS) prescribed by the Institute of Chartered Accountants of India, in this regard.

Transfer to Investor Education and Protection Fund: a) Transfer of Unclaimed IPO Refund Amount to IEPF:

Your Company has done IPO allotment on 4th May, 2012 and unclaimed IPO Refund amount lying with your Company and the period of seven years got over on 3rd May, 2019. As required under Section 124 of the Act, there was no unclaimed IPO Refund amount which needs to be transferred during the financial year 2018-19, to the Investor Education and Protection Fund established by the Central Government.

From the date of closure of the financial year 2018-19 till the date of signing of this Directors Report, your Company has transferred the total amount of Rs. 34,290/- (Rupees Thirty Four Thousand Two Hundred Ninety only) of unpaid/unclaimed IPO Refund amount during the financial year 2019-20, i.e. on 14th May, 2019, to the Investor Education and Protection Fund established by the Central Government. Details of IPO Refund amount transferred have been uploaded on the website of IEPF as well as on website of your Company (www.tbztheoriginal.com) under following link: https://www.tbztheoriginal.com/storage/TBZ-IEPF-IPO%20Refund(3.5.19).pdf.

b) Transfer of Unclaimed Dividend to IEPF:

As required under Section 124 of the Act, there was no Unclaimed Dividend amount pertaining to the financial year ended on 31st March, 2011 lying with the Company for a period of seven years which needs to be transferred during the financial year 2018-19, to the Investor Education and Protection Fund established by the Central Government.

c) Transfer of shares to IEPF:

As required under Section 124 of the Act, no equity shares, in respect of which dividend has not been claimed by the members for seven consecutive years or more, needs to be transferred by the Company to the Investor Education and Protection Fund Authority (IEPF) during the financial year 2018-19.

Disclosure on compliance with Secretarial Standards:

Your Directors confirm that the Secretarial Standards issued by the Institute of Company Secretaries of India, have been complied with. Your Company has complied with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

Secretarial Auditors Report:

The Secretarial Audit Report of M/s. Pramod S. Shah & Associates, a firm of Company Secretaries in Practice, Mumbai, for the Financial Year ended 31st March, 2019 does not contain any qualification, reservation, adverse remark or disclaimer by the Secretarial Auditor.

The Secretarial Audit Report in Form ‘MR-3 is annexed herewith as "Annexure-D", which forms part of this Annual Report.

Reporting of Fraud by Auditors {Section 134 (3)(ca)}:

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143 (12) of the Companies Act, 2013 and rules made thereunder.

Auditors Report:

The observations made in the Auditors Report, read together with the relevant notes thereon are self-explanatory and hence, do not calls for any comment under Section 134 of the Companies Act, 2013.

The Auditors Report to the Members does not contain any qualification.

Statutory Auditors:

The members at the 11th Annual General Meeting of your Company, have appointed M/s. S R B C & CO LLP (Firm Registration No. 324982E/E300003), Chartered Accountants, as Statutory Auditors of your Company, for the term of five consecutive years i.e. from 11th Annual General Meeting to be held in year 2018 till the conclusion of 16th Annual General Meeting of your Company to be held in year 2023, subject to ratification of appointment at every Annual General Meeting, at a remuneration as may be mutually agreed to, between the Board of Directors and M/s. S R B C & CO LLP, plus applicable taxes, out-of-pocket expenses, travelling and other expenses, in connection with the work of audit to be carried out by them. The Companies (Amendment) Act, 2017, notified from 7th May, 2018, has waived the requirement for ratification of the appointment of Statutory Auditor by the shareholders at every Annual General Meeting. Hence, the ratification of appointment of Statutory Auditors by your Company is not required.

M/s. S R B C & CO LLP, (FRN 324982E/E300003), ("the Audit Firm") is a firm of Chartered Accountants registered with the Institute of Chartered Accountants of India. The Audit Firm was established in the year 2002 and is a limited liability partnership firm ("LLP") incorporated in India. It has registered office at 22, Camac Street, Kolkata and has 9 branch offices in various cities in India. The Audit Firm has valid Peer Review certificate and is part of S.R. Batliboi & Affiliates network of audit firms. It is primarily engaged in providing audit and assurance services to its clients.

Your Company has received eligibility letter from M/s. S R B C & CO LLP (Firm Registration No. 324982E/E300003), Chartered Accountants, Mumbai as the Statutory Auditors, stating their appointment is within the limits prescribed under Section 141(3)(g) of the Companies Act, 2013 and they are not disqualified from continuing as Statutory Auditors of your Company, in terms of Section 141 of the Companies Act, 2013 and related Rules to continue as the Statutory Auditors of your Company for financial year 2019-20. As required under Regulation 33(1)(d) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Statutory Auditors have issued a clean report on the financials of your Company and have not issued any qualifications for the financial year ended 31st March, 2019.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. Pramod S. Shah & Associates, a firm of Company Secretaries in Practice, Mumbai to undertake the Secretarial Audit of your Company for the year ended 31st March, 2019. The Board of Directors of your Company has appointed M/s. Pramod S. Shah & Associates, a firm of Company Secretaries in Practice, Mumbai to carry out Secretarial Audit of your Company for Financial Year 2019-20.

Internal Auditors:

The Board of Directors has appointed M/s. Deloitte Haskins & Sells, LLP, (Firm Registration No. 117366W/W-100018), Chartered Accountants as Internal Auditors of your Company for financial year 2019-20.

General:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:Details relating to deposits covered under Chapter V of the Act.

Issue of equity shares with differential rights as to dividend, voting or otherwise.

Issue of shares (including sweat equity shares) to employees of your Company under any scheme.

Neither the Managing Director nor the Whole-time Directors of your Company receive any remuneration or commission from any of its wholly owned subsidiaries.

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

Acknowledgement:

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment.

The Board place on record its appreciation for the support and co-operation your Company has been receiving from its investors, customers, vendors, bankers, financial institutions, business associates, Central & State Government authorities, Regulatory authorities and Stock Exchanges.

Cautionary Statement:

Statement in the Boards Report and the Management Discussion and Analysis describing your Companys objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence your Companys operations include global and domestic demand and supply conditions affecting selling price of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

For and on behalf of the Board of Directors of
Tribhovandas Bhimji Zaveri Limited
Shrikant Zaveri Raashi Zaveri
Date: 12th August, 2019 Chairman & Managing Director Whole-time Director
Place: Mumbai (DIN: 00263725) (DIN: 00713688)