TO THE MEMBERS

The Directors have pleasure in presenting their 33rd Annual Report on the business and operations of your Company for the year ended 31st March, 2016.

HIGHLIGHTS OF PERFORMANCE (Rs. in Lakhs)

Consolidated income for the year increased by 7.48% to Rs. 61.49 Crore as compared to Rs.56.89 Crore in 2014 -2015;

Consolidated net sales for the year was Rs. 58.85 Crore as compared to Rs. 55.03 Crore in 2014 - 2015, a growth of 6.94%;

Consolidated profit before tax for the year was Rs. 0.84 Crore as compared to Rs. 0.99 Crore in 2014 - 2015; Consolidated Profit after tax for the year was Rs. 0.93 Crore as compared to Rs.0.92 Crore in 2014 - 2015.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as “Annexure A”.

MEETINGS OF THE BOARD

During the year under review, four Board Meetings were held on 11th May, 2015, 10th August, 2015, 6th November, 2015 and 5th February, 2016.

During the year 2015-2016 the Audit Committee met on 11th May, 2015, 10th August, 2015, 5th November, 2015 and 5th February, 2016.

The intervening gaps between the Meetings were within the period prescribed under the Companies Act, 2013.

OTHER INFORMATION

Conservation of Energy

Your Company's activities being trading in nature, energy consumed is only in the nature of electrical consumption for use and maintenance of office appliances. However, the efforts of your Company are aimed at keeping the consumption levels to as low as practicable.

Your Company not being engaged in any manufacturing activity, disclosure in respect of total energy consumption and energy consumption per unit of production is not applicable.

Technology Absorption

Your Company not being engaged in any manufacturing activity, disclosure in this regard is therefore not applicable. Foreign exchange earnings and outgo

As trade between India and Bhutan are being transacted in Indian Rupees, there has been no foreign exchange earnings or outgo during the year.

RISK MANAGEMENT POLICY

Your Company has implemented an effective risk management policy aiming to reduce loss or injury arising out of various risk exposures, focusing on risk assessment, risk management and risk monitoring.

ANNUAL EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

Your Board of Directors has adopted an annual evaluation process for evaluating its own performance and that of its Committees and Independent Directors.

The formal evaluation was performed by sending out assessment questionnaires to all the Directors for their responses, for evaluating the performance of the Board as a whole, the Committees and the individual Directors (self-evaluation) and also seeking one on one feedback from each individual Director.

DETAILS OF DIRECTORS/KEY MANAGERIAL PERSONNEL APPOINTED DURING THE YEAR

There were no Directors / Key Managerial Personnel appointed during the year under review.

DIRECTORS

In terms of Article 72(ii) of the Articles of Association of the Company, Mr. Rohan Ghosh (DIN : 00032965), who shall retire by rotation at the forthcoming Annual General Meeting shall not be understood to have ceased to hold the office of Managing Director, if re-elected.

Dasho Wangchuk Dorji has been the Managing Director of the Company since 1995. He was re-appointed twice for successive periods of 5 (five) years and thereafter twice for the successive periods of 3 (three) years. As per the last Service Agreement dated 29th May, 2013, entered into by and between the Company and Dasho Wangchuk Dorji, his term expired on 19th May, 2016. This appointment was approved by the Central Government, vide its letter no. B81974925/2013-CL.VII dated 8th January, 2014. During this term of 3 years, Dasho Wangchuk Dorji was re-designated as a Whole-time Director of the Company on 19th May, 2014, with no change in the terms of his employment. Upon expiry of the term of Dasho Wangchuck Dorji, a new Service agreement has been entered into by and between the Company and Dasho Wangchuk Dorji re-appointing him as a Whole time Director for a period of3 years commencing from 20th May, 2016.

DEPOSITS

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

ORDERS PASSED BY REGULATORS

During the year under report, there were no significant and material orders passed by regulators or courts or tribunals, impacting the Company's going concern status and its future operations.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an Internal Control System, carried out by external firms of Chartered Accountants, which is commensurate with the size, scale and complexity of its operations.

Based on the reports of internal auditors, the respective heads of the departments/divisions undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

The financial statements provide a true and fair view of the state of affairs of the Company and are compliant with the accounting standards notified in the Companies Act, 2013.

CORPORATE SOCIAL RESPONSIBILITY

Your Company falls outside the ambit of Section 135 of the Companies Act, 2013 as regards Corporate Social Responsibility, in terms of its net worth, turnover and net profit during the financial year ended on 31st March, 2016.

COMPOSITION OF THE AUDIT COMMITTEE

The Audit Committee consists of three Non-executive Independent Directors, possessing the requisite experience and expertise.

The composition of the Audit Committee is as follows:

Mr. Prem Sagar Independent Director Chairman

Mr. Kanwal Nain Malhotra Independent Director Member

Mr. Vinay Killa Independent Director Member

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has put in place a Vigil Mechanism Policy in accordance with Section 177(10) of the Companies Act, 2013. The details of the policy may be viewed at the official website of the Company at www.taiind.com and is also annexed hereto as “Annexure D”

PREVENTION OF SEXUAL HARASSMENT

Your Company is committed to provide a safe and secure working environment to its women employees.

There were no cases of sexual harassment reported during the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of para B of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Management Discussion and Analysis Report is annexed as “Annexure E”

CORPORATE GOVERNANCE

In terms of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is exempted from complying with the Corporate Governance provisions as mentioned in paras C, D and E of Schedule V of SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015.

DEMATERIALISATION OF SECURITIES

The shares of the Company are compulsorily traded in dematerialized form for all shareholders. As on 31st March, 2016, 62.28 % of the total number of shares, stand dematerialized.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is annexed hereto as “Annexure F”.

AUDITORS

In terms of Section 139 of the Companies Act, 2013, M/s Ray and Ray, Chartered Accountants, have completed their term in the Company.

A new firm of Chartered Accountants, M/s. KAMG & Associates (Reg. No. 311027E), are being proposed to be appointed as Auditors of the Company from the conclusion of the Thirty Third Annual General Meeting, as per the provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.

M/s. KAMG & Associates (Reg. No. 311027E) have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under for appointment as Auditors of the Company. They have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Messrs T. Chatterjee & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as “Annexure G”.

There were no adverse comments in the Secretarial Audit Report.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their grateful appreciation of the excellent support and co-operation received from the Shareholders, Banks, Financial Institutions and Investors, Government Authorities, Stock Exchanges, Reserve Bank of India, Central and State Governments. Your Directors also wish to place on record their deep appreciation of the dedication, competence and support of the employees at all levels for their contribution towards the performance of your Company.

For and on behalf of the Board

WANGCHUK DORJI

Place: Kolkata (DIN : 00296747)

Date:26thMay,2016 Chairman