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You can view full text of the latest Director's Report for the company.

BSE: 540955ISIN: INE773Y01014INDUSTRY: Milk & Milk Products

BSE   ` 11.25   Open: 11.00   Today's Range 10.90
11.34
+0.18 (+ 1.60 %) Prev Close: 11.07 52 Week Range 8.21
17.60
Year End :2018-03 

To

The Members of

Tasty Dairy Specialities Limited

The Directors have pleasure in presenting the 26th Annual Report on the business and operations of your Company, Tasty Dairy Specialities Limited (‘the Company’) together with the Audited Financial Statements for the financial year ended 31st March, 2018.

1. FINANCIAL RESULTS

(Amount in Lakhs)

Particulars

For the Year ended 31st March, 2018

For the Year ended 31st March, 2017

Revenue from Operations

33,186.44

23,879.13

Other Income

44.37

23.91

Total Income

33,230.81

23,903.04

Profit before Interest, Depreciation and Taxes

1401.92

1,320.31

Less: Depreciation and Amortization expenses

230.40

269.10

Less: Interest on borrowings (Finance cost)

467.15

463.67

Profit before tax (PBT) and prior period expenses

704.37

587.54

Tax Expenses:

Less: Net Current Tax

183.13

157.24

Add: Deferred Tax

(13.14)

(21.63)

Net Profit/(Loss) after tax (PAT)

534.38

451.93

Earnings per share (Basic &Diluted)

3.42*

Rs. 3.01

Paid Up Share Capital

Rs.204,300,000

Rs.90,000,000

* EPS = Net Profit/ Weighted Average number of Equity Share

EPS (Basic & Diluted) = Rs. 53,438,616.59 /15,639,699 = Rs.3.42 per shares

2. FINANCIAL HIGHLIGHTS AND OPERATION

The Key highlights pertaining to the business of the Company for the financial year 2017-18 have been given hereunder:

- The Total Revenue from operations of the Company during the financial year 2017-18 was Rs. 33,186.44 (Lakhs) against the revenue from operations of Rs.3879.13 (Lakhs) in the previous financial year 2016-17.

- The Net Profit/(Loss) before tax and prior item for the year under review at Rs.704.37 (Lakhs) was likewise higher than the profit in the previous year of Rs.587.54 (Lakhs).

- The Net Profit/(Loss) after tax for the year under review at Rs.534.38 (Lakhs) was likewise higher than that of profit in the previous year of Rs.451.93(Lakhs). The Earning Per Share (EPS) of the company is Rs.3.42 per share.

- The Directors trust that the shareholders will find the performance of the company for financial year 2017-18 to be satisfactory. The performance of the Company during the current year continues to be encouraging barring unforeseen circumstances, Your Directors are hopeful about the performance of the company to be better in the upcoming financial years.

3. DIVIDEND

With a view to provide a cushion for any financial contingencies in the future and to strengthen the financial position of the Company, your Directors have decided not to recommend any dividend for the period under review. Therefore, the Company’s Board of Directors does not recommend a dividend for the year ended March 31, 2018.

4. TRANSFER TO RESERVES

During the financial year under review the Company has transferred its amount to reserve as shown in notes to accounts of the financial statements.

5. CHANGE IN SHARE CAPITAL STRUCTURE

During the year under review, the company has made following changes in the Capital Structure:

A) AUTHORISED SHARE CAPITAL

Your Company has increased its Authorised Share Capital from Rs. 90,000,000/- (Rupees Nine Crores only) to Rs.2,40,000,000/- (Rupees Twenty-Four Crores only) vide Ordinary resolution passed at the Extra Ordinary General Meeting held on 25th September,2017.

Pursuant to the provision of Article of Association and Section 61(1)(d) of the companies Act,2013 and other applicable provision, the members of your Company at its Annual General Meeting held on 30thSeptember,2017 has approved the Sub-division of Face value of its Equity shares of Rs.100 per share into smaller amount of Face value of Rs.10 each.

B) ISSUED, SUBSCRIBED AND PAID UP SHARE CAPITAL:

During the year 2017-18, pursuant the approval by the members at their Extra-Ordinary General Meeting held on 09th December, 2017, the company has approached the Capital Market with an Initial Public Offer of 54,30,000 Equity Shares of the face value of Rs. 10/- each (“Equity Shares”) at an Issue Price of Rs.45/-per Equity Share including the premium price of Rs.35/- per Equity Shares aggregating to Rs.2443.50 Lakhs (The Issue) of which 276000 Equity Shares of Rs.10 each fully paid up was reserved for subscription by market maker to the issue by way of a fixed price issue. The allotment of the Equity Shares was finalized in consultation with the Designated Stock Exchange namely Bombay Stock Exchange Limited (BSE), SME Platform on 17th February,2018.

In pursuance to the Initial Public Offer, your Company has allotted 54,30,000 (Fifty-Four Lakhs Thirty Thousands only) Equity Shares of Rs. 10/- each at a premium of Rs.35/- each to the subscribers of shares at Initial Public Offer.

C) ISSUE OF BONUS SHARES:

During the year 2017-18, pursuant the approval by the members at their Extra-Ordinary General Meeting held on 25th September, 2017 the shareholders has approved the recommended Bonus shares in the ratio of 2:3 i.e. 600,000 Equity shares of the Face Value of Rs.100 each.

In pursuance to the Bonus Issue Allotment, your Company has allotted 600,000 (Six Lakhs) Equity Shares of Rs. 100/- each by way of capitalization of Profit.

Pursuant to the provision of Article of Association and Section 61(1)(d) of the companies Act,2013 and other applicable provision, the face value of the total shares including Paid up share was sub-divided into the face value of Rs.10/- each in order to improve the liquidity and make them more affordable.

As on 31st March, 2018 none of the directors except the following directors hold any shares in the Company:

Sl No.

Name of Director

No. of Equity Share of face value of Rs.10 each

Holding in (%)

1

Mr. Atul Mehra

1479000

7.24%

2

Mr. Prem Nandan Mehra

15000

0.07%

3

Mr. Narendra Shankar Sathe

1500

0.007%

D) BUY BACK OF SECURITIES:

The Company has not bought back any of its securities during the year under review.

E) ISSUE OF SHARES WITH DIFFERENTIAL VOTING RIGHTS, SWEAT EQUITY SHARES AND EMPLOYEES STOCK OPTIONS:

During the financial year under review the company has not issued any shares with differential voting rights nor granted stock option, nor Sweat Equity.

F) PROVISION OF MONEY BY COMPANY FOR PURCHASE OF ITS OWN SHARES BY EMPLOYEES OR BY TRUSTEES FOR THE BENEFIT OF EMPLOYEES: N.A.

6. MATERIAL CHANGES DURING THE FINANCIAL YEAR 2017-18

a) Listing on “BSE - SME PLATFORM”

After Successful completion of Initial Public Offer, your company got listed at SME platform of Bombay Stock Exchange Ltd. i.e. BSE- SME PLATFORM on 21st FEBRUARY,2018.

b) MOU signed

Your Company has entered into a MOU with PUM Netherlands Senior Experts. A joint Initiative of Tasty Dairy and PUM Netherlands Senior Experts, a Dutch Government Funded Organisation with an objective of development and growth of Dairying in India. (for more details Refer http://induced.co.in/)

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

There were no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year to which the financial statements relate and the date of this Director report.

8. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant, material orders passed by the regulators or Courts or Tribunals, which would impact the going concern status of the company and its future operations.

9. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

During the year under review no company has become or ceased to be its subsidiaries, joint venture or Associate Company.

10. ACCOUNTS, AUDITORS AND AUDIT REPORT Statutory Auditor

At the Annual General Meeting held on September 29, 2016, M/s Atul Garg and Associates, Chartered Accountants, (Firm Registration No. 01544C) were appointed as Statutory Auditors of the Company to hold office till the conclusion of the Twenty Ninth (29th) Annual General Meeting of the Company to be held in the calendar year 2021. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s Atul Garg and Associates, Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

Members are requested to consider the ratification of appointment of M/s Atul Garg and Associates, as the Statutory Auditors, for the financial year 2018-19.

Accounts:

Accounts along with their Notes are self-explanatory and do not require any further explanation or clarification.

Auditors’ Report:

The notes on financial statement referred to in the auditor’s report are self-explanatory. There is no qualification, reservation or adverse remarks or disclaimer made by the auditors in their report and do not call for any further explanation/comment from the board. No frauds are reported by the Auditors which fall under the purview of sub section (12) of Section 143 of the Companies Act 2013.

The Auditor’s Report for the financial year 2017-18 does not contain any qualification, reservation or adverse remark.

Internal Auditor :

Mr. Ved Prakash Agnihotri is the internal auditor of the company. The Audit Committee of the Board of Directors in consultation with the Internal Auditor formulates the scope, functioning, periodicity and methodology for conducting the internal audit.

Secretarial Auditor

M/s. GSK & Associates, Practicing Company Secretaries, was appointed to conduct the Secretarial audit of the Company for the financial year 2017-18 in the board meeting held on 10th February,2018, in terms of Section 204 of the Companies Act, 2013 and the rules there under. The Secretarial Audit Report for the financial year 2017-18 forms the part of the Directors’ Report as ANNEXURE-H to the Board Report, does not contain any Qualification, reservation or adverse remark.

Cost Auditor :

In conformity with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Board of Directors of the company has, on recommendation of the Audit Committee has appointed M/s Rakesh Misra and Co., Cost Accountant (Firm Registration No. 000249) as the Cost Auditors, for conducting the audit of Cost Records of the Company pertaining to Milk and milk products manufactured by and produced by the company covered under Central Excise Tariff Act, Heading 04022910 and 19059090 respectively in compliance with the Companies (Cost Records and Audit Rules),2014.

The Board of Directors at their meeting held on 11th May,2018 have appointed M/s Rakesh Misra and Co., Cost Accountant as Cost Auditor for the financial year 2018-19, at a remuneration as specified in the notice convening the Annual General Meeting. Accordingly, the Board recommends the same for ratification by the shareholders at the ensuing Annual General Meeting.

There is no qualification, reservation or adverse remarks or disclaimer made by the auditors in their report and do not call for any further explanation/comment from the board. No frauds are reported by the Auditors which fall under the purview of sub section (12) of Section 143 of the Companies Act 2013.

Disclosure as per The Companies (Accounts) Amendment Rules,2018:

Company has made and maintained its Cost accounts and records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules,2014

11. CHANGE IN NATURE OF BUSINESS, IF ANY

There was no change in the nature of the main business carried on by the company during the period under review. However, your directors looking forward on the business model which would not be a substitute but a complementary to the current business model.

12. DETAILS OF DIRECTORS & KEY MANAGERIAL PERSONNEL

During the year under review, the changes in the Directors and Key Managerial Personnel are herein below:

- During the year under review, Mr. Kawalpreet Arora, resigned from the Post of Company Secretary & Compliance Officer of the Company w.e.f. 10th day of August,2017 and was succeeded by Miss Nishi Sheikh.

- Further Ms. Nishi Sheikh, was appointed to the post of as a Company Secretary & Compliance Officer of the Company w.e.f. 21st day of August,2017.

- During the year under review, Mr. Rakesh Kumar Yadav has been appointed as Chief Financial Officer of the Company w.e.f. 10th October, 2018.

- During the year under review, appointment of Mrs. Vimi Sinha has been regularized as Independent woman Director.

- During the year under review, Mr. Atul Mehra has been appointed as Chairman of the Company.

A brief on the composition of the Board of Directors of the Company is annexed to this report as “ANNEXURE-A”.

13. DEPOSITS

During the year under review, your Company has not invited nor accepted any deposits from the public pursuant to the provisions of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 and no amount of principal or interest was outstanding in respect of deposits from the public as on the date of balance sheet.

14. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Since the Company owns a Manufacturing facility, the particulars relating to conservation of energy and technology absorption stipulated in the Company (Accounts) Rules, 2014 are applicable, so the following are the details of Conservation of Energy, Technology absorption, foreign exchange earnings and outgo.

EXPORT ACTIVITIES

During the financial year 2017-18 under review, the foreign exchange earnings is NIL

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the financial period under review, following are the Inflow and Outflow of Foreign Exchange:

15. DISCLOSURES

a. EXTRACT OF ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in “ANNEXURE-B” hereto.

b. NUMBER OF MEETINGS OF BOARD

19 (Nineteen) meetings of the Board of Directors, 2(two) meetings of Corporate Social Committee Meeting, 4 (four) Audit Committee meetings, 5 (five) Nomination and Remuneration committee meeting and 1(one) Stakeholders’ Relationship Committee were convened and held during the year. 1 (One) Exclusive meeting of Independent directors held during the year. The detail of which is annexed to this report as “Annexure-C”.

c. DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:

(i) The applicable accounting standards have been duly followed in the preparation of Accounts for the year and that there have been no material departures there from;

(ii) The Directors 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 as at the end the financial year and of the profit of the Company for the year ended on that date;

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The Directors had prepared the accounts for the year on a going concern basis;

(v) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(vi) 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.

d. DECLARATION BY INDEPENDENT DIRECTORS

Mr. Narendra Shankar Sathe and Mr. Neeraj Kanodia, Independent Directors of the Company have submitted the declaration of Independence as required pursuant to section 149(7) of the Companies Act, 2013 at the first board meeting held during the financial year, stating that they meet the criteria of Independence as provided in section 149(6) of the Companies Act, 2013.

Mrs. Vimi Sinha at the time of regularization of her appointment as Independent director has submitted her declaration of Independence pursuant to section 149(7).

e. COMMITTEES OF THE BOARD

During the year under review, the Board has 5 committees: Audit Committee, Nomination & Remuneration Committee, the Corporate Social Responsibility Committee, Stakeholders’ Relationship Committee and Internal Complaint Committee.

AUDIT COMMITTEE

As per the provisions of Section 177 of the Companies Act, 2013, Audit Committee of the Board of Directors of the company has an optimum composition of Executive, Non-executive and Independent Director as required under the Act and the members of Audit Committee met Four (4) times during the year on 28.06.2017, 21.08.2017, 12.12.2017 and 21.03.2018 .

The details of the composition and meetings of its committees is provided

Chairman and Members

Category

Meetings held during the tenure of directors

Meetings attended

Mr. Neeraj Kanodia

Chairman

4

4

Mr. Narendra Shankar Sathe

Member

4

4

Mr. Prem Nandan Mehra

Member

4

2

NOMINATION AND REMUNERATION COMMITTEE AND POLICY

As per the provisions of Section 178 of the Companies Act, 2013, The Nomination and Remuneration Committee of the Board of Directors of the company has an optimum composition of Executive, Nonexecutive and Independent Director as required under the Act and the members of Nomination and Remuneration Committee met 5 (Five) times during the year on 15th May,2017, 18th August,2017, 10th October,2017, 10th November 2017 and 25th February,2018.

During the year under review, the committee was re-constituted and approved by board at its meeting held on 10th October,2017 to appoint Mrs. Vimi Sinha as member in place of Mr. P. N. Mehra.

The details of the composition and meetings of its committees is provided:

Chairman and Members

Category

Meetings held during the tenure of directors

Meetings attended

Mr. Narendra Shankar Sathe

Chairman

5

5

Mr. Neeraj Kanodia

Member

5

5

Mr. Prem Nandan Mehra

Member replaced

3

1

Mrs. Vimi Sinha

Member appointed

2

2

CORPORATE SOCIAL RESPONSIBLITIES COMMITTEE

The Board has constituted the Corporate Social Responsibility Committee and based on the recommendation of the Committee approved the CSR Policy of the Company in accordance with Section 135 of the Act and rules made thereunder and the members of CSR Committee met 2 (Two) times during the year on 10th October, 2017 and 10th February,2018.

The details of the composition and meetings of its committees is provided:

Chairman and Members

Category

Meetings held during the tenure of directors

Meetings attended

Mr. Atul Mehra

Chairman

2

2

Mr. Narendra Shankar Sathe

Member

2

2

Mr. Neeraj Kanodia

Member

2

2

STAKEHOLDER’S RELATIONSHIP COMMITTEE

During the year under review, the Board has constituted this committee on 18th September 2017, as per the provisions of Section 178 of the Companies Act, 2013, the Stakeholder’s Relationship Committee of the Board of Directors of the company has an optimum composition of Executive, Non-executive and Independent Director as required under the Act and the members of Stakeholder’s Relationship Committee met 1 (Two) time during the year on 21st March,2018.

The details of the composition and meetings of its committees is provided:

Chairman and Members

Category

Meetings held during the tenure of directors

Meetings attended

Mr. Narendra Shankar Sathe

Chairman

1

1

Mr. Atul Mehra

Member

1

1

Mr. Mahendra Kumar Singh

Member

1

1

Mrs. Vimi Sinha

Member

1

1

Mr. Neeraj Kanodia

Member

1

1

*Company Secretary, Ms. Nishi, is the secretary to the Committees.

f. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Particulars of loans, guarantees and investments under Section 186 of the Companies Act, 2013 are provided in the notes to the financial statements for the year ended March 31, 2017. During the year under review, company has not made any Loans, guarantee, and investment requiring compliance of Section 186(3) of the Companies Act, 2013.

g. BOARD EVALUATION

Pursuant to the provisions of section 134(3)(p) the Companies Act, 2013, the Board of directors of the company is committed to get its performance evaluated in order to identify its strength and areas in which it may improve its functioning. In this regard, the Nomination and Remuneration Committee has established the process for evaluation of the performance of Directors, including the Independent Directors.

The company has devised a policy naming (Nomination & Remuneration Policy) for performance evaluation of Independent Directors, Board, Committees and other individual directors which includes the criteria and process for the performance evaluation of the Executive/ Non executive directors and Committees and board as a whole. The policy is uploaded on the website of the company i.e www.tastydairy.com.

During the year under review as per the policy for the performance evaluation, formal annual evaluation of the performance of the Directors, including independent directors, the board and its committees was made by the Nomination & Remuneration Committee in their respective meetings.

h. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT OF THE COMPANY

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a Nomination and Remuneration policy namely “Nomination & Remuneration Policy” in line with the requirement of Section 178 of the Companies Act, 2013 The policy inter alia provides the procedure for selection, appointment and remuneration of Directors and Key Managerial Personnel, including criteria for determining qualifications, positive attributes, and independence of Directors.

i. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/transactions entered into by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis.

No material Related Party Transactions, i.e. transactions exceeding ten percent of the annual turnover as per the last audited financial statements, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable.

All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions for transactions which are of repetitive nature and entered in the ordinary course of business and are at arm’s length. All Related Party Transactions are subjected to independent review by a reputed accounting firm to establish compliance with the requirements of Related Party Transactions under the Act and SEBI LODR Regulations.

j. RISK MANAGEMENT POLICY

The Company has a Risk Management Policy to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company’s competitive advantage.

The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting.

k. PARTICULARS OF EMPLOYEES

a) The employees of the Company continue to render their full co-operation and support to the Management. The Directors wish to place on records their appreciation to all the employees for their co-operation.

b) Information as per Section 197(2) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personal) Amendment Rules, 2016 forming part of the Director’s Report for the year ended 31st March, 2017 is not required to be furnished as no employees was employed for Rs.1,02,00,000/- or more per year or Rs.8,50,000/- or more per month for any part of the Year.

l. REPORTING UNDER THE PROVISIONS OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The company has in place a policy for prevention of sexual harassment in accordance with the requirements of the Sexual Harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013.

The Company has framed proper policy to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. As per Section 22 and 28 of the Sexual harassment of Women at Workplace (prevention, prohibition and redressal) Act, 2013, the Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.

The following is the summary of sexual harassment complaints received and disposed off during the financial year 2017-18.

No of Complaints Received

NIL

No of Complaints Disposed off

NIL

m. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place adequate internal financial controls with reference to financial statements. The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

n. CORPORATE SOCIAL RESPONSIBILITY

As part of its initiatives under “Corporate Social Responsibility” (“CSR”), the Company has spent on the activities in the areas of Education, health, safe drinking water, eradicating hunger in terms of its “Corporate Social Responsibility Policy” (“CSR Policy”). These activities are largely in accordance with Schedule VII of the Companies Act, 2013.

The Annual Report on CSR activities in the prescribed format under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached as “ANNEXURE-D”.

o. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management’s Discussion and Analysis Report for the year under review, is presented in a separate section forming part of the Annual Report and is annexed herewith as “ANNEXURE -E

p. CEO/ CFO CERTIFICATION:

In terms of Regulation 17(8) of the Listing Regulations, the CFO has certified to the Board of Directors of the Company with regard to the financial statements and other matters specified in the said regulation for the financial year 2017-18. The certificate received from CFO is attached herewith as per “ANNEXURE - F”.

q. LISTING FEES:

The Company affirms that the annual listing fees for the year 2018-19 to The Bombay Stock Exchange Limited (BSE) has been duly paid.

r. VIGIL MECHANISM AND WHISTLE BLOWER MECHANISM

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the company has established a vigil mechanism for Directors and Employees to report their concerns about unethical behavior, genuine concerns, actual or suspected fraud or violation of the company’s Code of Conduct.

The mechanism provides for adequate safeguards against victimization of Directors and employees who avail the vigil mechanism. In exceptional cases, Directors and employees have direct access to the Chairman of the Audit Committee. The detailed disclosure of the Vigil Mechanism & Whistle Blower Policy.

However, our Company being listed on SME Exchange - “BSE SME Platform” is exempt under Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

s. COMPANY CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION (UPSI)

The Board of Directors has code of practices and procedures for fair disclosure of unpublished price sensitive information (UPSI) in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015. Under this code the company lays down guidelines and procedures and principals to be followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation.

The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and connected persons to maintain the highest ethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information (UPSI), is available on our website i.e www.tastydairy.com.

u. COMPLIANCE WITH THE CODE OF CONDUCT

The Board has formulated code of Conduct for the Board Members and Senior Management of the company, which has been posted on the website of the company. It is affirmed that all the directors and senior management have complied with the code of conduct framed by the company and confirmation from all the directors, KMP and senior management has been obtained in respect of the F/y 31st March 2018. “Annexure- G”.

v. SHARE PRICE DATA

Our Company got listed at SME platform of Bombay Stock Exchange Ltd. i.e. BSE SME Platform on 21st February,2018. The company’s month wise share price data i.e from February 2018 to 31st August 2018 is mentioned below :

SHARE PRICE MOVEMENT DATA(MONTHLY)

Month

High

Low

February, 2018

53.50

46.05

March, 2018

52.85

40

April, 2018

48.50

43.75

May, 2018

43.1

42

June, 2018

42.10

33.70

July, 2018

39.05

32.05

August, 2018

38.65

35.50

w. CORPORATE GOVERNANCE

Your company has been complying with the good corporate governance over the years and is committed to the highest standards of compliance. Pursuant to the Regulations 15 (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance provisions as specified in the Regulations 17 to 27 and clauses (b) to (i) of Regulations 46(2) and Para C, D, and E of Schedule V shall not apply to the company whose specified securities are listed on the SME Exchange. Therefore, the Corporate Governance Report is not applicable on the company and therefore not provided by the Board.

However, your Company has incorporated the appropriate standards for corporate governance and has complied with the Regulation 17 to 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

ACKNOWLEDGEMENTS

The directors place on record their sincere appreciation for the assistance and co-operation extended by Bank, its employees, its investors and all other associates and look forward to continue fruitful association with all business partners of the company.

By the order of Board of

for Tasty Dairy Specialities Limited

PREM NANDAN MEHRA MAHENDRA KUMAR SINGH

Director Director

Date : August 31, 2018 DIN : 01036877 DIN : 0272750

Place : Kanpur