Directors Report of Tai Industries Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting their 41^st Annual Report on the business of your Company for the year
ended 31^st March, 2024.

HIGHLIGHTS OF PERFORMANCE

Below is a summary of the Company''s financial performance during the current year, compared to the previous
financial year:

SHARE CAPITAL

Particulars	Year ended 31st March, 2024	Year ended 31st March, 2023
Turnover	14,777.81	25,435.97
Profit/(Loss) before Interest, Depreciation & Taxation (PBIDT)	172.14	657.69
Interest	6.60	0.99
Profit/(Loss) before Depreciation & Taxation (PBDT)	165.54	656.70
Depreciation	37.24	24.77
Profit/(Loss) Before Tax and Extraordinary items (PBTE)	128.30	631.93
Extraordinary items	0.00	0.00
Profit/(Loss) Before Tax (PBT)	128.30	631.93
Provision for Taxation / (Deferred Tax)	12.49	(170.49)
Profit/(Loss) After Tax (PAT) (A)	140.79	461.44
Other Comprehensive Income	87.37	(51.18)
Total Comprehensive Income	228.16	410.27

The Paid -up- Share Capital of the Company, comprising Equity Shares, is Rs.6 Crores as on 31^st March, 2024. During
the year under review, there were no changes in the Share Capital of the Company.

ANNUAL RETURN

The Annual Return of the Company, for the Financial Year ended March 31^st, 2024, pursuant to the provisions of
Section 134(3)(a) and Section 92(3) of the Act, read with Rule 12 of the Companies (Management and
Administration) Rules, 2014, is available on the website of the Company www.taiind.com

ACCOUNTING POLICIES AND PROCEDURES

The Company has adopted the Indian Accounting Standards ("Ind AS") notified under the Companies (Indian
Accounting Standards) Rules 2015, for preparation and presentation of these Financial Statements. 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

DIVIDEND

The directors have decided not to recommend the payment of any dividend on the equity shares of the company for
the year ended 31^st March, 2024. This decision is aimed at conserving funds for the future development and growth
of the company.

TRANSFER TO RESERVES

No amount is proposed to be transferred to General Reserve during the financial year 2023-24.

STATE OF COMPANY AFFAIRS AND FUTURE OUTLOOK

The Income from the operations of your Company compared to that of the previous year, is given hereunder:

Particulars	Fruit Product	Industrial	Total
	(^ Lakhs)	(^ Lakhs)	(^ Lakhs)
Revenue
Current Year	1,281.38	13,496.43	14,777.81
Previous Year	1,210.10	24,225.87	25,435.97

PLANS AND PROSPECTS
Fruit Product Division

Increasing urbanization, lifestyle changes, greater affluence and increased rates of women working outside of their
home are driving the demand for processed foods.

Arising out of the COVID pandemic, there has been a significant shift in the choice of food and this has impacted the
performance of the Fruit Product Division. Continued efforts are being made to sustain an efficient supply chain and
distribution network that ensures visibility and availability of products in the market. DRUK products are very
popular with the customers and being mindful of their needs, we ensure that our business continues to grow,

Industrial Division

The supply of our Ferro Silicon to the markets was satisfactory, considering the depressed market condition and
shortage of availability of materials Charcoal supply was maintained as per regular demand in Bhutan. Margins
continued to remain constrained due to competition.

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.

Technology Absorption

Your Company not being engaged in any manufacturing activity, there is no information to be provided in this regard.

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 focusing on risk assessment, risk management
and risk monitoring, aimed at reducing losses or injury arising out of various risk exposures.

CHANGE(S) IN NATURE OF BUSINESS

During the year under review, there were no changes in the nature of the Company''s business.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE
FINANCIAL YEAR AND THE DATE OF THE REPORT

There have been no material changes and commitments affecting the financial position of the company from the
close of the financial year ended March 31^st, 2024, up to the date of this report.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, no significant and material orders were passed by the Regulators or Courts or Tribunals
which may impact the going concern status of the Company or its future operations.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Composition

As of 31^st March, 2024, the Company''s Board of Directors consisted of a total of seven members. Among them, there
were four Non-Executive Independent Directors, including one Female Director, and two Executive Directors and
one Non-Executi''ve-Non Independent Director. Notably, the roles of Chairman of the Board and Managing Director
were held by different individuals. The Chairman of the Board is an Executive Director. The profile of all the Directors
can be accessed on the Company''s website at www.taiind.com.

None of the Directors of the Company have incurred any disqualification under Section 164(1) & 164(2) of the
Companies Act, 2013 (Act). Further, all the Directors have confirmed that they are not debarred from accessing the
capital market as well as from holding the office of Director pursuant to any order of Securities and Exchange Board of
India or Ministry of Corporate Affairs or any other such regulatory authority.

In the view of the Board, all the directors possess the requisite skills, expertise, integrity, competence, as well as
experience considered to be vital for business growth. The detailed analysis of various skills, qualifications and
attributes as required and available with the Board has been presented in the Corporate Governance Report.

Changes in Board and KMP Composition

During the period under review the Company Secretary Ms Priyanka Mukherjee resigned on 09.11.2023 and Ms.
Snigdha Khetan was appointed as Company Secretary from 05.02.2024.

The following functioned as Key Managerial Personnel during the year:

Rohan Ghosh	Managing Director
Mou Mukherjee	Chief Financial Officer
Priyanka Mukherjee	Company Secretary resigned 09.11.2023
Snigdha Khetan	Company Secretary appointed w.e.f. 05.02.2024

The Company submitted an application vide SRN AA4713614 to the central Government on 9^th September, 2023,
pursuant to Section 196 read with schedule V of the Companies Act 2013 for the appointment of Mr Wangchuk Dorji
as Whole time Director of company . This application was disposed of on April 23^rd 2024. Consequently the matter
has been taken up with the Ministry of Corporate Affairs for the necessary approval.

Director liable to retire by rotation

As per the provisions of Section 152(6)(d) of the Act read with Companies (Appointment and Qualification of
Directors) Rules, 2014 and Articles of Association of the Company, Mr. Wangchuk Dorji (DIN:00296747), Whole time
Director will retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re¬
appointment.

Declaration Given by the Independent Directors

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of
independence as prescribed under Section 149 of the Act as well as Regulation 16 and 25 of Listing Regulations. The
Independent Directors have also submitted a declaration confirming that they have registered their names in the
databank of Independent Directors as being maintained by the Indian Institute of Corporate Affairs (IICA) in terms of
Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

None of the Independent Directors are aware of any circumstance or situation, which exist or may be reasonably
anticipated, that could impair or impact their ability to discharge their duties with an objective independent
judgement and without any external influence. The Board of Directors have taken on record the declaration and
confirmation submitted by the Independent Directors after undertaking due assessment of the same and in their
opinion the Independent Directors are persons of integrity, expertise and experience and fulfill the conditions
specified in the Act and Listing Regulations and are independent of the management.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the
Act along with the Code of Conduct for Directors and Senior Management Personnel formulated by the Company as
per Listing Regulations.

Board Diversity

The Company acknowledges and values the advantages of having a diverse Board, which includes a mix of skills,
experience, expertise, and a range of different perspectives that align with the Company''s business needs. To
promote diversity within the Board, the Company has established the Board Diversity Policy, outlining its approach
towards achieving this goal. The policy is accessible on the Company''s website at www.taiind.com.

PERFORMANCE EVALUATION OF THE BOARD, THE COMMITTEES AND THE INDIVIDUAL DIRECTORS

In terms of section 134(3)(p) of the Companies Act, 2013, your Board of Directors has adopted an annual evaluation
process for evaluating its own performance as a whole and that of its Committees and of its individual Directors.

As the law has not prescribed any evaluation methodology, the following factors have been considered for evaluating
the performance of the Board/ Committees/ Directors/ Chairperson/ Managing Director/ Whole-time Director on a
case to case basis:

• People factors (knowledge, personal characteristics, Board size, structure, Directors contribution,
interpersonal skills, level of commitment, Board room behaviour, etc); and

• Process factors (planning and managing Board meetings, information flow, oversight management, risk
management, coordination, etc.)

Each Director is given a Form for assessing the overall performance of the Board/ Committees/ Directors/
Chairperson/ Managing Director/ Wholetime Director as the case may be, sufficiently in advance. The forms, which
include a set of questions having a rating mechanism, are reviewed and analysed by the Nomination & Remuneration
Committee before placing its feedback before the Board.

COMPANY''S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL
AND SENIOR MANAGEMENT PERSONNEL

In terms of section 134(3)(p) of the Companies Act, 2013, your Board of Directors has adopted an annual evaluation
process for evaluating its own performance as a whole and that of its Committees and of its individual Directors.

As the law has not prescribed any evaluation methodology, the following factors have been considered for evaluating

the performance of the Board/ Committees/ Directors/ Chairperson/ Managing Director/ Whole-time Director on a
case to case basis:

• People factors (knowledge, personal characteristics, Board size, structure, Directors contribution,
interpersonal skills, level of commitment, Board room behaviour, etc); and

• Process factors (planning and managing Board meetings, information flow, oversight management, risk
management, coordination, etc.)

Each Director is given a Form for assessing the overall performance of the Board/ Committees/ Directors/
Chairperson/ Managing Director/ Wholetime Director as the case may be, sufficiently in advance. The forms, which
include a set of questions having a rating mechanism, are reviewed and analysed by the Nomination & Remuneration
Committee before placing its feedback before the Board.

CORPORATE GOVERNANCE REPORT

The Company continues to remain committed to high standards of corporate governance. The report on corporate
governance as per the requirement of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
forms part of this report is annexed as Annexure-A. The Company has complied with all the requirements of
corporate governance. The certificate from the Auditors of the Company confirming compliance to the conditions of
the corporate governance requirements is also annexed.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of our knowledge and belief and according to the information and explanations obtained by us, we
hereby make the following statements in terms of Section 134(3) (c) and 134(5) of the Act:

• in the preparation of the Annual Accounts for the financial year ended March 31^st, 2024, the applicable
Accounting Standards had been followed along with proper explanation relating to material departures, if any;

• such accounting policies as mentioned in Notes to the Annual Accounts have been selected and applied
consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true
and fair view of the state of affairs of the Company as at March 31^st, 2024 and of the profit of the Company for
the year ended on that date;

• proper and sufficient care for the maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities has been taken;

• the Annual Accounts has been prepared on a going concern basis;

• internal financial control to be followed by the Company are in place and that such internal financial controls
are adequate and are operating effectively; and

• proper systems to ensure compliance with the provisions of all applicable laws are in place and that such
systems were adequate and operating effectively.

MEETINGS OF BOARD OF DIRECTORS

The Board met 4 (Four) times during the Financial Year 2023-24, viz., on 29^thMay, 2023 , 14^th August, 2023, 09^th
November, 2023 and 05^th February, 2024.

The intervening gap between the Meetings was within the period as prescribed under the Companies Act, 2013. The
details of the date and attendance at the Board meetings are as under

Sl.No	Date Board	Strength	No. of Directors Present
1	29.05.2023	7	6
2	14.08.2023	7	7
3	09.11.2023	7	6
4	05.02.2024	7	7

ATTENDANCE OF DIRECTORS AT THE BOARD MEETINGS AND ANNUAL GENERAL MEETING (AGM) DURING
THE YEAR ENDED 31^st MARCH, 2024

No. of the Meetings Attendance of last Name of the directors Held Attended AGM held on 2509 2023
Dasho Wangchuk Dorji	4	4	Yes
Mr. Rohan Ghosh	4	4	Yes
Dasho Topyal Dorji	4	3	Yes
Mr. Prem Sagar	4	4	Yes
Mr. K. N. Malhotra	4	4	Yes
Mr. Vinay Killa	4	4	Yes
Ms. Sarada Hariharan	4	3	Yes

COMMITTEES OF THE BOARD

The Board of Directors have constituted the following 5 (Five) Committees

1. Audit Committee,

The power, role and broad terms of reference of the Audit Committee are as per the provisions of Section 177 of
the Companies Act, 2013 and Regulation 18 read with Part C of Schedule II to the SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015, an inter alia, includes

1. Oversight of the Company''s financial reporting process and the disclosure of its financial information to
ensure that the financial statement is correct, sufficient and credible;

2. Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4. Reviewing with the management, the annual financial statements and auditor>s report thereon before
submission to the Board for approval, with particular reference to:

a. Matters required to be included in the director''s responsibility statement to be included in the Board''s
report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;

b. Changes, if any, in accounting policies and practices and reasons for the same;

c. Major accounting entries involving estimates based on the exercise of judgment by management;

d. Significant adjustments made in the financial statements arising out of audit findings;

e. Compliance with listing and other legal requirements relating to financial statements;

f. Disclosure of any related party transactions;

g. Modified opinion(s) in the draft audit report;

5. Reviewing, with the management, the quarterly financial statements before submission to the Board for
approval;

6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public
issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those
stated in the offer document / prospectus / notice and the report submitted by the monitoring agency
monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations
to the Board to take up steps in this matter;

7. Reviewing and monitoring the auditor''s independence and performance, and effectiveness of audit process;

8. Approval or any subsequent modification of transactions of the listed entity with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the company, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal
control systems;

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit
department, staffing and seniority of the official heading the department, reporting structure coverage and
frequency of internal audit;

14. Discussion with internal auditors of any significant findings and follow up there on;

15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is
suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the
matter to the Board;

16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well
as post-audit discussion to ascertain any area of concern;

17. to look into the reasons for substantial defaults in the payment to the depositors, debenture holders,
shareholders (in case of non-payment of declared dividends) and creditors;

18. To review the functioning of the whistle blower mechanism;

19. Approval of appointment of chief financial officer after assessing the qualifications, experience and
background, etc. of the candidate;

20. Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger,
amalgamation etc., on the company and its shareholders

The Audit Committee shall mandatorily review:

1) Management discussion and analysis of financial condition and results of operations;

2) Management letters / letters of internal control weaknesses issued by the statutory auditors;

3) Internal audit reports relating to internal control weaknesses;

4) The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review
by the audit committee.

5) Statement of deviations:

(a) Quarterly statement of deviati''on(s) including report of monitoring agency, if applicable, submitted to
stock exchange(s) in terms of Regulation 32(1).

(b) Annual statement of funds utilized for purposes other than those stated in the offer
document/prospectus/ notice in terms of Regulation 32(7)."

The composition of the Audit Committee of the Company as on 31^st March, 2024 are given below:

Name of Directors	DIN	Category	Position
PREM SAGAR	00040396	Non-Executive Independent Director	Chairperson
KANWAL NAIN MALHOTRA	00128479	Non-Executive Independent Director	Member
VINAY KILLA	00060906	Non-Executive Independent Director	Member

All members of the Audit Committee are financially literate. The Director, the Chief Financial Officer and the
Statutory Auditors are invitees to the Audit Committee Meetings.

During the year ended 31^st March, 2024, the Audit Committee met 4 (Four) fimes on 29.05.2023, 14.08.2023,
09.11.2023 and 05.02.2024, respectively. The maximum gap between any two consecutive meetings was less than
one hundred and twenty days.

The Annual Financial Statements for the financial year 2023-24 were reviewed by the Audit Committee at its meeting
held on 28.05.2024 and were recommended to the Board for adoption.

The Unaudited Quarterly and Audited Annual Financial Results were reviewed, analyzed and confirmed by the
Committee before they were approved by the Board of Directors for submission to the Stock Exchanges and
publication in newspapers in compliance with Regulation 47 of the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015.

The Members recorded full attendance at all the meetings of the Audit Committee held during the financial year
2023-24 as under:

Name of Directors	Position	Meetings held	Meetings attended
PREM SAGAR	Chairman	4	4
KANWAL NAIN MALHOTRA	Member	4	4
VINAY KILLA	Member	4	4

2. Nomination and Remuneration Committee.

The power, role and broad terms of reference of the Nomination and Remuneration Committee are as per the
provisions of Section 178 of the Companies Act, 2013 and Regulation 19 read with Part D of Schedule II to the SEBI
(Listing Obligations & Disclosure Requirements) Regulations, 2015.

The terms of reference of the Committee, interalia, includes:

1) Formulation of the criteria for determining qualifications, positive attributes and independence of a director
and recommend to the board of directors a policy relating to, the remuneration of the directors, key
managerial personnel and other employees;

2) For every appointment of an Independent Director, the Nomination and Remuneration Committee shall
evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation,
prepare a description of the role and capabilities required of an Independent Director. The person
recommended to the Board for appointment as an Independent Director shall have the capabilities identified
in such description.

For the purpose of identifying suitable candidates, the Committee may:

a. Use the services of an external agencies, if required;

b. Consider candidates from a wide range of backgrounds, having due regard to diversity; and

c. Consider the time commitments of the candidates

3) Formulation of criteria for evaluation of performance of Independent Directors and the Board of Directors;

4) Devising a policy on diversity of Board of Directors;

5) Identifying persons who are qualified to become Directors and who may be appointed in senior management
in accordance with the criteria laid down, and recommend to the Board of Directors their appointment and
removal.

6) Whether to extend or continue the term of appointment of the Independent Director, on the basis of the
report of performance evaluation of Independent Directors.

7) Recommend to the Board, all remuneration, in whatever form, payable to senior management."

The composition of the Nomination and Remuneration Committee of the Company as on 31^st March 2024
are given below:

Name of Directors	DIN	Category	Position
PREM SAGAR	00040396	Non-Executive Independent Director	Chairperson
KANWAL NAIN MALHOTRA	00128479	Non-Executive Independent Director	Member
DASHO TOPGYAL DORJI	00296793	Non-Executive Non-Independent Director	Member
VINAY KILLA	00060906	Non-Executive Independent Director	Member

During the financial year 2023-24, the Committee met Two (2) times on 29.05.2023 and 05.02.2023, All the
Members attended the meeting as under:

Name of Directors	Position	Meetings held	Meetings attended
PREM SAGAR	Chairman	2	2
KANWAL NAIN MALHOTRA	Member	2	2
DASHO TOPGYAL DORJI	Member	2	0
VINAY KILLA	Member	2	2

Criteria for performance evaluation of Independent Director

The Nomination and Remuneration Committee has laid down the criteria for performance evaluation of the
Executive and Non-Executive Directors including that of the Board as a whole. The Committee, at its Meeting held
on 29.05.2023, has reviewed the performance of the Directors and the Board for the year under review. The
evaluation was done primarily through a questionnaire duly completed by all Directors providing specific rating
for other Directors and also of the Board as a whole.

3. Stake Holders Relation Committee,

The Board of Directors of the Company has constituted a Stakeholders Relationship Committee in accordance with
the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015. The power, role and broad terms of reference of the Stakeholders
Relationship Committee are as per the provisions of the said Section 178 of the Companies Act, 2013 and Regulation
20 read with Part D of Schedule II to SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

The terms of reference of the Committee inter-alia, includes:

1) Resolving the grievances of the security holders of the listed entity including complaints related to transfer/
transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of
new/duplicate certificates, general meetings etc.

2) Review of measures taken for effective exercise of voting rights by shareholders.

3) Review of adherence to the service standards adopted by the listed entity in respect of various services being
rendered by the Registrar & Share Transfer Agent.

4) Review of the various measures and initiatives taken by the listed entity for reducing the quantum of

unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by
the shareholders of the company"

The composition of the Stakeholders Relationship Committee of the Company as on 31^st March, 2024 are
given below:

Name of Directors	DIN	Category	Position
PREM SAGAR	00040396	Non-Executive Independent Director	Chairperson
KANWAL NAIN MALHOTRA	00128479	Non-Executive Independent Director	Member
VINAY KILLA	00060906	Non-Executive Independent Director	Member

During the year ended 31^st March, 2024, the Stakeholders Relationship Committee met 4 (Four) times on
29.05.2023, 14.08.2023, 09.11.2023 and 05.02.2024, respectively. The maximum gap between any two
consecutive meetings was less than one hundred and twenty days.

Name of Directors	Position	Meetings held	Meetings attended
PREM SAGAR	Chairman	4	4
KANWAL NAIN MALHOTRA	Member	4	4
VINAY KILLA	Member	4	4

4. Independent Director Committee,

The Composition of the Independent Director Committee of the Company as on 31^st March 2024 are given below:

Name of Directors	DIN	Category	Position
PREM SAGAR	00040396	Non-Executive Independent Director	Chairperson
KANWAL NAIN MALHOTRA	00128479	Non-Executive Independent Director	Member
VINAY KILLA	00060906	Non-Executive Independent Director	Member
SARADA HARIHARAN	06914753	Non-Executive Independent Director	Member

During the year ended 31^st March, 2024, the Independent Director Committee met 1 (One) time on 29.05.2023.

Name of Directors	Position	Meetings held	Meetings attended
PREM SAGAR	Chairman	1	1
KANWAL NAIN MALHOTRA	Member	1	1
VINAY KILLA	Member	1	1
SARADA HARIHARAN	Member	1	1

5. CSR, Committee,

The composition of the Nomination and Remuneration Committee of the Company as on 31^st March, 2024 are given
below:

Name of Directors	DIN	Category	Position
VINAY KILLA	00060906	Non-Executive Independent Director	Chairperson
KANWAL NAIN MALHOTRA	00128479	Non-Executive Independent Director	Member
ROHAN GHOSH	00032965	Managing Director	Member

During the year ended 31^st March, 2024, the CSR Committee met 2(Two) times on 05.02.2024 & 18.03.2024.

Name of Directors	Position	Meetings held	Meetings attended
VINAY KILLA	Chairman	2	2
KANWAL NAIN MALHOTRA	Member	2	2
ROHAN GHOSH	Member	2	2

NOMINATION AND REMUNERATION POLICY

Upon the recommendations of the Nomination and Remuneration Committee in terms of Section 178(4) of
the Companies Act 2013, your Board has adopted a policy relating to the remuneration for the Directors, key
managerial personnel and other employees of the Company. The salient features of the said policy, is annexed
herewith as "Annexure B" the complete Policy can be viewed at the official website of the Company at
www.taiind.com

REMUNERATION OF DIRECTORS FOR THE FINANCIAL YEAR ENDED 31^st MARCH, 2024

Name of directors Position Salary Perquisites Contribution Siffing Fee (including special (Computed under to provident pay incentive) Income Tax Act 1961) and other fund B°ard CommWM
Dasho Wangchuk Dorji	Chairman & Whole¬ time Director	24.51	-	2.94	Nil	Nil
Mr Rohan Ghosh	Managing Director	22.74	-	4.18	Nil	Nil
Dasho Topgyal Dorji	Director	-	-	-	-	0.30
Mr Prem Sagar	Independent Director	-	-	-	0.40	0.40
Mr Vinay Killa	Independent Director	-	-	-	0.40	0.40
Mr Kanwal Nain Malhotra	Independent Director	-	-	-.	0.40	0.40
Ms Sarada Hariharan	Independent Director	-	-	-	0.30	Nil

REMUNERATION PAID TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD FOR THE
FINANCIAL YEAR ENDED 31^st MARCH, 2024

Name of KMP	Position	Salary (including special pay incentive)	Perquisites (Computed under Income Tax Act 1961)	Contribution to provident and other fund
Ms. Mou Mukherjee	CFO	20.84	-	1.84
Ms. Priyanka Mukherjee (resigned w.e.f 09.11.23)	Company Secretary	2.22	-
Ms. Snigdha Khetan (appointed w.e.f 05.02.24)	Company Secretary	0.93	-	-

In terms of Regulation 6 and Schedule V of the Listing Regulations, the Board has appointed Ms. Priyanka Mukherjee,
Company Secretary of the Company as the Compliance Officer.

The Compliance Officer can be contacted at

T: 919051077004
Email: [e-mail]
Website:www.taiind.com

DETAILS OF COMPLAINTS RECEIVED AND RESOLVED DURING THE YEAR ENDED 31^st MARCH, 2024.

During the period under report no complaints were received by the Company.

GENERAL BODY MEETINGS

Location and time of last three Annual General Meetings (AGMs).

Nature of the General Meetings held Date Venue If Special Resolution(s) passed in the last three years
Annual General Meeting	23rd August, 2021 at 3.00 PM	Video conferencing/ other Audio Visual Means (VC/OAVM)	1.No Special Resolution was passed .
Annual General Meeting	26th September, 2022 at 3.30 PM	Video conferencing/ other Audio Visual Means (VC/OAVM)	1. Re-appointment of Mr. Rohan Ghosh as Managing Director. 2. Re-appointment of Mr. Wangchuk Dorji as Whole-time Director.
Annual General Meeting	25th September, 2023 at 3.30 PM	Video conferencing/ other Audio Visual Means (VC/OAVM)	1.No Special Resolution was passed .

During FY 2023-24, no Extra-Ordinary General Meeting was held and no resolution was passed through postal
ballot. None of the business proposed to be transacted at the ensuing AGM requires passing of a Special
Resolution by way of Postal Ballot.

As per the provisions of the Act and the Listing Regulations, at the AGM held in 2023 the shareholders were
given option to vote on all resolutions through electronic means.

CORPORATE SOCIAL RESPONSIBILITY

The Company recognizes the value of being a socially responsible corporate and strongly believes in giving back to
the society. The objective of the Company''s Corporate Social Responsibility (CSR) is to improve the quality of life
of communities through long-term value creation. In this regard the Company has formulated a Corporate Social
Responsibility Policy which can be accessed at www.taiind.com

The Company has constituted a CSR Committee, in terms of provisions of Section 135 of the Act read with
Companies (Corporate Social Responsibility Policy) Rules, 2014, inter alia to give directions and assistance to the
Board for leading the CSR initiatives of the Company. The Committee formulates and reviews the Annual Action
Plan and also monitors the progress of the CSR activities. The details of the Committee including term of reference
have been disclosed in the Corporate Governance Report.

During the year, the Company has undertaken several CSR activities in accordance with the Annual Action Plan
laid down by the Board and has spent 4.25 lakhs towards CSR activities.

Since there was no unspent amount, the Company was not required to transfer any amount to the fund or
separate bank account during the year, in accordance with the Companies (Corporate Social Responsibility Policy)
Rules, 2014.

The brief outline of the CSR Policy of the Company and the initiatives undertaken by the Company during the
financial year ended March 31, 2024, in accordance with Section 135 of the Act and Companies (Corporate Social
Responsibility Policy) Rules, 2014 is set out in "Annexure-C" to this report.

INTERNAL FINANCIAL CONTROL

Your Company has an adequate internal audit system, carried out by external firms of Chartered Accountants,
which is commensurate with the size, scale and complexity of its operations. The Internal Auditors submit their
Reports upon completion of limited review/audit for consideration by the Directors.

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.

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."

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were on an arm''s length basis and
were in the ordinary course of business. There were no materially significant related party transactions made by
the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have
a potential conflict with the interests of the Company. All Related Party Transactions were placed before the Audit
Committee and also the Board, for approval. Prior omnibus approval of the Audit Committee has been obtained
on a quarterly basis for the transactions which were of a foreseen and repetitive nature. The statement of
particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act,
2013 is annexed hereto as "Annexure E":

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The loan and guarantee given by the Company are within the limits prescribed under Section 186 of the Act.
Further, the details of the said loan given, guarantee given and investment made are provided in the Notes to the
Financial Statements of the Company.

The related party disclosures with respect to loans/ advances at the end of the Financial Year under review and
maximum outstanding amount thereof during the year, as required under Part A of Schedule V to the Listing
Regulations, have been provided in the Notes to the Financial Statements of the Company.

PARTICULARS OF EMPLOYEES

The disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with
Rule 5(1) 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
attached as "Annexure-"F" to this report.

AUDITORS & AUDIT REPORTS

Statutory Auditors and Auditor''s Report

M/s. KAMG & Associates, Chartered Accountants (Firm Reg. No. 311027E), were appointed Statutory Auditors of
the Company in terms of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors)
Rules, 2014, to hold office from the conclusion of the 38^th Annual General Meeting upto the conclusion of the 43^rd
Annual General Meeting.

Internal Auditors

In accordance with the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014,
M/s. R. K. Chandak & Co Chartered Accountants, conducted the Internal Audit of the Company for the Financial
Year 2023-24. The Audit Committee considers and reviews the Internal Audit Report submitted by the Internal
Auditor on a quarterly basis.

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, M/s. T. Chatterjee & Associates, Practicing Company Secretary Firm, was
re-appointed as the Secretarial Auditor of the Company for the Financial Year 2023-24.

The Secretarial Audit Report in Form MR-3 including the Corporate Governance Report issued by the Secretarial
Auditor for the Financial Year 2023-24, is annexed hereto and marked as "Annexure G". The Secretarial Audit
Report does not contain any qualification, reservation, adverse remark or disclaimer.

Cost Audit and Cost Records

The provisions of Section 148 of the Companies Act, 2013, with respect to maintenance of Cost records and Cost
Audit are not applicable on the Company.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the auditor has reported not any instances of fraud committed against the
Company as required to be reported under Section 143 (12) of the Act.

DEPOSITS

During the year under review, the Company has not accepted any deposits from the public within the meaning of
Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014. As on March 31, 2024, there
were no deposits lying unpaid or unclaimed.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a
Management Discussion and Analysis Report is annexed hereto as "Annexure H".

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Business Responsibility and sustainability report is not applicable to the Company.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the Financial Year 2023-24, the Company has complied with the applicable Secretarial Standards i.e. SS-1
and SS-2, as issued by the Institute of Company Secretaries of India (ICSI).

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Employees are the most valuable and indispensable asset for a Company. A Company''s success depends on the
ability to attract, develop and retain best talent at every level. The Company has always been proactive in
providing growth, learning platforms, safe workplace and personal development opportunities to its workforce.
Company strive''s to maintain a skilled and dedicated workforce, representing diverse experiences and
viewpoints. The Human Resource department of the Company are rooted in ensuring a fair and reasonable
process for all-round development and upliftment of talent through its persistent effort.

DEMATERIALISATION OF SECURITIES

The shares of the Company are compulsorily traded in dematerialised form for all shareholders. 70.45% of the
total number of shares and dematerialised as on 31^st March, 2024. Intimations have been sent to all shareholders
holding shares in physical mode informing them that as per revised Regulation 40 of SEBI(LODR) Regulations
2015, shares will be transferred only in dematerialised mode effective from 1^st April, 2019 and the shareholders
have been requested to dematerialise their existing shares in physical form.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your company is committed to providing a safe and secure working environment to its women employees and has
in place the required Internal Committee as envisaged in the Sexual Harassment of Women at Workplace

(Prevention, Prohibition and Redressal) Act, 2013.

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

GENERAL DISCLOSURES

Your Directors state that:

i) The Company does not have any Employee Stock Option Plan.

ii) Neither the Managing Director nor the Whole time Director of the company receive any remuneration or
commission from any of its subsidiaries.

iiI) No proceedings are pending against the Company under the Insolvency and Bankruptcy Code, 2016.
iv) The Company serviced all the debts & financial commitments as and when they became due and no
settlements were entered into with the bankers.

ACKNOWLEDGEMENT

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

VINAY KILLA ROHAN GHOSH

^{Place : Kolkata} (DIN : 00060906) (DIN : 00032965)

^Date : 28 ^May, 202⁴ Independent Director Managing Director

---

Mar 31, 2016

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)

1 Particulars	Year ended 31st March 2016	Year ended 31st March 2015
Turnover	5885.26	5502.63
Profit/(Loss) before Interest, Depreciation & Taxation (PBIDT)	100.62	127.70
Interest	-	0.02
Profit/(Loss) before Depreciation & Taxation (PBDT)	100.61	127.68
Depreciation	16.52	28.68
Profit/(Loss) Before Tax and Extraordinary items (PBTE)	84.09	99.00
Extraordinary items	-	-
Profit/(Loss) Before Tax (PBT)	84.09	99.00
Provision for Taxation/Deferred Tax/Tax for earlier year	(9.17)	6.58
Profit/(Loss) After Tax (PAT) (A)	93.26	92.42
Balance brought forward from previous year	1096.27	1070.59
Less: Adjustments due to change in depreciation method	-	16.20
Balance after adjustment (B)	1096.27	1054.39
Profit available for appropriation (A B)	1189.53	1146.81
Proposed Dividend	36.11	50.55
Profit carried to Balance Sheet	1153.42	1096.26

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

---

Mar 31, 2015

DEAR MEMBERS,

The Directors have pleasure in presenting their 32nd Annual Report on the business and operations of your Company for the year ended 31st March, 2015.

HIGHLIGHTS OF PERFORMANCE

(Rs. in Lakhs)

Particulars Year ended Year ended 1s tMarch 2015 31st March 2014

Turnover 5253.51 5099.99

Profit/(Loss) before Interest, Depreciation & Taxation (PBIDT) 127.70 130.51

Interest 0.02 1.69

Profit/(Loss)before Depreciation & Taxation(PBDT) 127.68 128.82

Depreciation 28.68 23.78

Profit/(Loss)Before Tax and Extraordinary items(PBTE) 99.00 105.04

Extraordinary items - -

Profit/(Loss) Before Tax (PBT) 99.00 105.04

Provision for Taxation / (Deferred Tax) 6.58 26.75

Profit/(Loss) After Tax (PAT) (A) 92.42 78.29

Balance brought forward from previous year 1070.59 1041.43

Less: Adjustments due to change in depreciation method 16.20 0.00

Balance after adjustment (B) 1054.39 1041.43

Profit available for appropriation (A B) 1146.81 1119.72

Proposed Dividend 50.55 49.14

Profit carried to Balance Sheet 1096.26 1070.58

Consolidated income for the year increased by 3% to Rs. 56.89 Crore as compared to Rs. 55.45 Crore in 2013 - 2014; Consolidated net sales for the year was Rs. 52.53 Crore as compared to Rs. 51.00 Crore in 2013 - 2014, a growth of 3%;

Consolidated profit before tax for the year was Rs. 0.99 Crore as compared to Rs. 1.05 Crore in 2013 - 2014; Consolidated profit after tax for the year was Rs. 0.92 Crore as compared to Rs.0.78 Crore in 2013 - 2014.

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 four Board Meetings and four Audit Committee Meetings were convened and held on 19th May, 2014, 12th August, 2014, 14th November, 2014 and 5th February, 2015.

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (5) of the Companies Act, 2013, the Directors hereby confirm, to the best of their knowledge and belief, that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures;

(b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

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

(d) The Directors have prepared the annual accounts on a going concern basis;

(e) The Directors have laid down internal financial controls to be followed by the Company which are adequate and operating effectively; and

(f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS

Mr. Prem Sagar, (DIN : 00040396), Mr. K.N. Malhotra (DIN: 00128479), Mr. Vinay Killa (DIN : 00060906) and Ms. Sarada Hariharan (DIN : 06914753), Independent Directors, have filed the requisite declarations with the Company as per Section 149(7) of the Act to the effect that they qualify as Independent Directors within the meaning of Section 149(6) of the Act.

REMUNERATION POLICY

Upon the recommendations of the Nomination and Remuneration Committee in terms of Section 178(4) of the Companies Act, 2013, your Board has adopted a policy relating to the remuneration for the Directors, key managerial personnel and other employees of the Company. The said policy is annexed herewith as "Annexure B" and may be viewed at the official website of the Company at www.taiind.com.

The composition of the Nomination and Remuneration Committee is as follows:

Mr. Prem Sagar Independent Director Chairman

Dasho Topgyal Dorji Non-executive Director Member

Mr. Kanwal Nain Malhotra Independent Director Member

Mr. Vinay Killa Independent Director Member

DIRECTORS' RESPONSE TO COMMENTS MADE IN THE AUDITOR'S REPORT

There were no adverse remarks in the Auditor's Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loans, guarantees or made any investments exceeding sixty per cent of its paid-up share capital, free reserves and securities premium account or one hundred per cent of its free reserves and securities premium account, whichever is more, as prescribed in Section 186 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company. All Related Party Transactions are placed before the Audit Committee, as also the Board, for approval. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature. The statement of particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 is annexed hereto as "Annexure C".

STATE OF COMPANY'S AFFAIRS

The details of Revenue/lncome from operations of your Company for the different segments compared to that of the previous year, is given hereunder:

Particulars Druk C3- Retail Total (Rs.) (Rs.) (Rs.)

Segment Revenue

Current Year 38,41,38,039 14,12,12,944 52,53,50,983

Previous Year 42,54,29,277 12,90,28,856 55,44,58,133

Segment Results

Current Year 1,27,61,955 7,923 1,27,69,878

Previous Year 1,41,92,042 (11,40,896) 1,30,51,146

PLANS AND PROSPECTS

Fruit Product Division

Faced by constrains such as high cost of warehousing facilities and transport costs, high inventory carrying cost, high taxation, high packaging cost, affordability and cultural preference of fresh food, this division saw a challenging year in 2014-2015.

To alleviate the situation, several trade and consumer initiatives were launched during the year to reach out to a large number of consumers beyond our traditional markets and customer segments, to further consolidate the Brand's potential.

Your Company's strength continues to lie in its established brand image and product quality

Your Company is exploring opportunities to expand its breakfast category by introducing new variants of cereals.

Industrial Division

Despite market competition coupled with the sluggish growth of the steel industry, the performance of this division was good.

Your Company is looking at developing additional supply sources and setting up more screening and sizing facilities. Retail Division

C3's performance grew significantly over that of last year. Despite poor market outlook, C3 has not only defended its market share but has also managed to enhance its performance.

The introduction of the hard liquor section also attracted better footfalls.

Future plans and prospects lie in the direction of gradually phasing out shop in shops after profitability is achieved.

TRANSFER TO RESERVES

Your Board has considered appropriate not to transfer any amount to the General Reserves of the Company. The entire amount of Rs. 0.92 Crores is proposed to be retained in the Statement of Profit and Loss.

DIVIDEND

Yours Directors have recommended a dividend of Re. 0.70 per share (7 % on an equity share of Rs. 10/- each). The payment of the aforesaid dividend is subject to the approval of the shareholders at the forthcoming Annual General Meeting.

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 as per Form A of the Annexure 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 as per Form B of the Annexure is 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, COMMITTES 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

Mr. Prem Sagar (DIN: 00040396), Mr. K.N. Malhotra (DIN: 00128479) and Mr. Vinay Killa (DIN: 00060906), the existing Independent Directors of the Company were appointed as Independent Directors under Section 149 of the Companies Act, 2013, at the Annual General Meeting of the Company held on 17th September, 2014.

Ms. Sarada Hariharan (DIN: 06914753), was appointed Independent Director under Section 149 of the Companies Act, 2013, at the Annual General Meeting of the Company held on 17th September, 2014.

Mr. Rohan Ghosh (DIN: 00032965) was appointed Managing Director of the Company at the Annual General Meeting of the Company held on 17th September, 2014.

The appointments of Ms. Mou Mukherjee as the CFO of the Company and Ms. Indira Biswas (ACS 9621), Company Secretary, under Section 203 of the Companies Act, 2013, were noted at the Meeting of the Board held on19th May, 2014.

In terms of Section 203 of the Companies Act, 2013, the following persons qualify as Key Managerial Personnel: Mr. Rohan Ghosh - Managing Director Ms. Mou Mukherjee - Chief Financial Officer Ms. Indira Biswas - Company Secretary

The details of the above Directors and Key Managerial Personnel are annexed herewith as "Annexure D".

DIRECTORS

In terms of Article 59(2) of the Articles of Association of the Company, Dasho Wangchuk Dorji (DIN : 00296747), who shall retire by rotation at the forthcoming Annual General Meeting shall not be understood to have ceased to hold the office of Whole Time Director, if re-elected.

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, 2015.

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 E".

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.

CORPORATE GOVERNANCE/ MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Circular no. CIR/ CFD/ POLICY CELL/ 7/ 2014 dated September 15, 2014, issued by the Securities and Exchange Board of India, compliance with Clause 49 of the Listing Agreement is not mandatory for your Company. Accordingly, a corporate governance report and a management discussion and analysis report do not form a part of the Board's Report.

DEMATERIALISATION OF SECURITIES

The shares of the Company are compulsorily traded in dematerialised form for all shareholders. As on 31st March, 2015, 60.88 % of the total number of shares, stand dematerialised.

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

The Company's Auditors, Messers Ray & Ray, Chartered Accountants, (Registration No. 301072E) who retire at the conclusion of the forthcoming Annual General Meeting, are eligible, for re - appointment from the conclusion of the Thirty Second Annual General Meeting till 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.

They have confirmed their eligibility underSection 141 of the Companies Act, 2013 and the Rules framed thereunder for reappointment as Auditors of the Company. 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.

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 had appointed Messrs T. Chatterjee & Associates, a firm of Company Secretaries in Practice ( Registration No. 301072E) to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as "Annexure G".

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 Chairman Date: 11th May, 2015 (DIN:00296747)

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Mar 31, 2014

Dear members,

The Directors have pleasure in presenting their 31st Annual Report on the business and operations of your Company for the year ended 31st March, 2014.

FINANCIAL PERFORMANCE

(Rs in Lakhs)

Particulars Year ended Year ended 31st March 2014 31st March 2013

Turnover 5099.99 5021.70

Profit/(Loss) before Interest, Depreciation & Taxation (PBIDT) 130.51 98.31

Interest 1.69 6.02

Profit/(Loss)before Depreciation & Taxation(PBDT) 128.82 92.29

Depreciation 23.78 26.47

Profit/(Loss) Before Tax and Extraordinary items (PBTE) 105.04 65.82

Extraordinary items — —

Profit/(Loss)BeforeTax(PBT) 105.04 65.82

Provision for Taxation / (Deferred Tax) 26.75 (2.92)

Profit/(Loss) After Tax (PAT) 78.29 68.74

Balance brought forward from previous year 1041.43 972.69

Profit available for appropriation 1119.73 1041.43

Proposed Dividend & Tax on Proposed Dividend 49.14 ___

Profit carried to Balance Sheet 1070.59 1041.43

ACCOUNTING POLICIES AND PROCEDURES

The major accounting policies in conformity with the Accounting Standards and Guidelines issued by The Institute of Chartered Accountants of India from time to time which have been specified in the Companies Act, 1956 have been followed as usual in course of preparing and presenting these Accounts. Such accounting policies have been suitably incorporated in the Notes to Financial Statements.

Your Company continues to have an adequate internal audit system carried out by external firms of Chartered Accountants who submit their Reports upon completion of audit for consideration by the Directors.

RESUME OF PERFORMANCE

The details of Revenue/Income from operations of your Company compared to that of the previous year is given hereunder:

Particulars Druk C3-Retail Total (Rs) (Rs) (Rs)

Segment Revenue

Current Year 42,54,29,277 12,90,28,856 55,44,58,133

Previous Year 44,19,20,986 11,01,24,052 55,20,45,038

Segment Results

Current Year 1,41,92,042 (11,40,896) 1,30,51,146

Previous Year 1,02,77,332 (4,46,129) 98,31,203

PLANS AND PROSPECTS

Fruit Product Division

The fruit product business saw a challenging year, brought about by the overall slowdown in the economy which affected the FMCG sector, with companies posting deceleration in volume growth in their financial results.

To alleviate the situation, several trade and consumer initiatives were launched during the year to reach out to a large number of consumers. Your Company''s main focus, therefore, will continue to be in further consolidating the Brand''s potential and market penetration into areas beyond our traditional markets and customer segments.

Industrial Division

Despite market competition coupled with the sluggish growth of the steel industry the performance of this division was good.

Your Company is looking at developing additional supply sources and setting up more screening and sizing facilities.

Retail Division C3''s performance grew significantly over that of last year.

Future plans and prospects lie in the direction of introducing hard liquor to boost liquor sales and gradually phase out shop in shops after profitability is achieved.

DIRECTORS’ RESPONSE TO COMMENTS MADE IN THE AUDITOR’S REPORT

There were no qualifications or adverse comments by the Auditors in their Report.

DIVIDEND

Your Directors have recommended a dividend of Rs. 0.70 per share (7.0 % on an equity share of Rs. 10/- each). The payment of the aforesaid dividend is subject to the approval of the shareholders at the forthcoming Annual General Meeting.

CORPORATE GOVERNANCE

In compliance with the disclosures required under Clause 49 of the Listing Agreement, a Management Discussion and Analysis Report is provided in Annexure ‘A''.

The Report on Corporate Governance as required under the aforesaid Clause is also provided in Annexure ‘B'' to this Report, together with the Declaration affirming compliance with the Code of Conduct of the Company and Auditor''s Certificate on Compliance with the conditions of Corporate Governance.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm that:

(i) The Accounting Standards as applicable to your Company and corroborated by the Companies Act, 1956 have been followed in course of preparation of the Annual Accounts for the year ended 31st March, 2014 and there has been no material departures to warrant further explanation.

(ii) The Accounting policies as have been followed are being continued in course of preparation of the Annual Accounts for the year ended 31st March, 2014, so as to exhibit a true and fair view of the state of affairs of the Company and of the profit for that period.

(iii) Adequate controls and internal audit systems are being followed by the Company in the course of running its affairs as also for maintenance and safeguarding of its assets. Every caution has been taken to relate such control measures to the benefit of the Company and to prevent any fraud or irregularities to creep in.

(iv) The Annual Accounts of the Company for the year ended 31st March, 2014 have been prepared on a going concern basis as hitherto.

DEMATERIALISATION OF SECURITIES

The shares of the Company are compulsorily traded in dematerialised form for all shareholders. As on 31st March, 2014, 59.91 % of the total number of shares stand dematerialised.

BOARD COMMITTEES

The terms of reference of the Audit Committee has been duly modified in accordance with the provisions of Section 177 of the Companies Act, 2013.

The Nomination and Remuneration Committee and the Stakeholders Relationship Committee have been duly constituted in accordance with the provisions of sub sections (1) to (4) of Section 178 of the Companies Act, 2013.

DIRECTORS

The Board re-designated Dasho Wangchuk Dorji, Managing Director, as a Whole Time Director of the Company on 19th May, 2014, so that he could continue as the Chairman of the Company as per Section 203 of the Companies Act, 2013.

In accordance with Article 56 of the Articles of Association of the Company and under the Companies Act, 1956, Mr. K.N. Malhotra would have been due for retirement by rotation at the forthcoming Annual General Meeting. However, the new Companies Act of 2013, which has come into force from 1st April, 2014, has excluded the independent directors from the requirement of retiring by rotation. The only Director liable to retire by rotation therefore is Dasho Topgyal Dorji. Hence Dasho Topgyal Dorji shall retire by rotation at the forthcoming Annual General Meeting.

The Board confirms that it has the required number of Independent Directors as envisaged under Section 149(4) of the Companies Act, 2013 ("the Act”). Mr. Prem Sagar, Mr. K.N. Malhotra and Mr. Vinay Killa, who constitute the Independent Directors have filed the requisite declarations with the Company as per Section 149(7) of the Act to the effect that they are qualified as Independent Directors within the meaning of Section 149(6) of the Act. Appropriate Resolutions are being proposed at the forthcoming Annual General Meeting to appoint them for a five year term as contemplated underSection 149(10)of the Act.

The Board appointed Mr. Rohan Ghosh as Managing Director of the Company on 19th May, 2014, based upon the recommendations of the Nomination and Remuneration Committee. Mr. Rohan Ghosh has been with the Company for more than two decades and had been overseeing the entire operations of the Company as its President. Your consent is being sought for the appointment and remuneration of Mr. Rohan Ghosh as the Managing Director at the forthcoming Annual General Meeting for an initial period of five years.

In terms of Section 149(1) of the Companies Act, 2013, every listed company is required to have one woman director on its Board. The Board of Directors, upon recommendations received from the Nomination and Remuneration Committee, is proposing the appointment of Ms. Sarada Hariharan as an Independent Director at the forthcoming Annual General Meeting. Ms. Sarada Hariharan is a legal professional with more than a decade''s experience in the industry. She has filed the requisite declarations with the Company to the effect that she qualifies as an Independent Director under the Act as well as the Listing Agreement. The Board considers that the appointment will be highly beneficial for the Company. Your consent is being sought for the said appointment at the forthcoming Annual General Meeting of the Company.

E-VOTING FACILITY

In terms of Clause 35B of the Listing Agreement, the shareholders shall be provided e-voting facility in respect of all shareholders'' resolutions to be passed at the forthcoming Thirty First Annual General Meeting of the Company, in accordance with the Companies (Management and Administration) Rules, 2014.

PARTICULARS OF EMPLOYEES

There were no employees during the year under review in respect of whom details as required under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, are required to be disclosed.

COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988.

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 as per Form A of the Annexure 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 as per Form B of the Annexure is 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.

AUDITORS

M/s. Ray & Ray, Chartered Accountants, Auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting and, being eligible, offer themselves for re - appointment from the conclusion of the Thirty First Annual General Meeting till the conclusion of the Thirty Second Annual General Meeting, as per the provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.

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

Place: Kolkata VINAYKILLA WANGCHUK DORJI Date: 19th May, 2014 Director Managing Director

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Mar 31, 2012

The Directors have pleasure in presenting their 29th Annual Report on the business and operations of your Company for the year ended 31st March, 2012.

FINANCIAL PERFORMANCE

Particulars Year ended Year ended 31st March 2012 31st March 2011

Turnover 6588.30 7812.80

Profit/(Loss) before Interest, Depreciation & Taxation (PBIDT) 79.17 116.66

Interest 2.12 1.31

Profit/(Loss) before Depreciation & Taxation (PBDT) 77.05 115.35

Depreciation 28.92 30.09

Profit/(Loss) Before Tax and Extraordinary items (PBTE) 48.13 85.26

Extraordinary items - -

Profit/(Loss) Before Tax (PBT) 48.13 85.26

Provision for Taxation / (Deferred Tax) 1.24 (1.92)

Profit/(Loss) After Tax (PAT) 46.89 87.18

Balance brought forward from previous year 925.80 838.62

Profit available for appropriation 972.69 925.80

Proposed Dividend - -

Profit carried to Balance Sheet 972.69 925.80

AUDITOR'S REPORT

Messrs. Ray and Ray, Statutory Auditors, have submitted their Report under Section 227 of the Companies Act, 1956 and the comments made by the Auditors in their Report have been adequately dealt with in the relative Notes to Financial Statements which are self explanatory.

ACCOUNTING POLICIES AND PROCEDURES

The major accounting policies in conformity with the Accounting Standards and Guidelines issued by The Institute of Chartered Accountants of India from time to time which have been specified in the Companies Act, 1956 have been followed as usual in course of preparing and presenting these Accounts. Such accounting policies have been suitably incorporated in the Notes to Financial Statements.

Your Company continues to have an adequate internal audit system carried out by external firms of Chartered Accountants who submit their Reports upon completion of audit for consideration by the Directors.

RESUME OF PERFORMANCE

The details of Revenue/Income from operations of your Company compared to that of the previous year is given hereunder: Segment Revenue

Particulars Druk C3-Retail Total (Rs.) (Rs.) (Rs.)

Current Year 61,11,10,695 8,01,91,843 69,13,02,538

Previous Year 76,13,34,965 5,75,83,667 81,89,18,632

Segment Results

Current Year 1,03,52,011 (24,34,981) 79,17,030

Previous Year 1,68,67,184 (52,01,074) 1,16,66,110

PLANS AND PROSPECTS

Fruit Product Division

Performance during the year was marked by growth owing to a renewed thrust in marketing and focus on expansion and reach. However, sharp increase in prices remains a concern.

Several new products are on the anvil such as a wider range of fruit drinks and juices and improved varieties of ketchups, with improved packaging.

Future plans revolve around increased promotional activities, broad basing distribution network, upgrading the quality of existing products to suit today's health conscious customer.

Industrial Division

On the Industrial front the demand for Carbide remained constant while the demand for Charcoal increased.

Performance was affected due to frequent plant shutdowns and frequent shut downs in the production of Silico-Manganese in Bhutan.

Your Company is looking at developing additional supply sources and setting up more screening and sizing facilities.

Retail Division

Contrary to the negative trends prevailing in the retail sector, C3's performance exceeded all expectations. Sales projections given at the beginning of the year were overshot significantly.

In the light of the current market scenario, the way forward for C3 is consolidation of its gains by deepening its variant range on offer to customers.

DIVIDEND

Yours Directors express their inability to recommend dividend for the year to plough back profits for conserving funds for the operations of the Company.

CORPORATE GOVERNANCE

In compliance with the disclosures required under the said Clause 49 of the Listing Agreement, a Management Discussion and Analysis Report is provided in Annexure 'A'.

The Report on Corporate Governance as required under the aforesaid Clause is also provided in Annexure 'B' to this Report, together with the Declaration affirming compliance with the Code of Conduct of the Company and Auditor's Certificate on Compliance with the conditions of Corporate Governance.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions Section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm that:

(i) The Accounting Standards as applicable to your Company and corroborated by the Companies Act, 1956 have been followed in course of preparation of the Annual Accounts for the year ended 31st March, 2012 and there has been no material departures to warrant further explanation.

(ii) The Accounting policies as have been followed are being continued in course of preparation of the Annual Accounts for the year ended 31st March, 2012, so as to exhibit a true and fair view of the state of affairs of the Company and of the profit for that period.

(iii) Adequate controls and internal audit systems are being followed by the Company in course of running its affairs as also for maintenance and safeguarding of its assets. Every caution has been taken to relate such control measures to the benefit of the Company and to prevent any fraud or irregularities to creep in.

(iv) The Annual Accounts of the Company for the year ended 31st March, 2012 have been prepared on a going concern basis as hitherto.

DEMATERIALISATION OF SECURITIES

The shares of the Company are compulsorily traded in dematerialised form for all shareholders. As on 31st March, 2012, 59.80% of the total number of shares, stand dematerialised.

DIRECTORS

In accordance with Article 56 of the Articles of Association of the Company, Mr. Prem Sagar retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment.

PARTICULARS OF EMPLOYEES

There were no employees during the year under review in respect of whom details as required under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, are required to be disclosed.

COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

A. 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 as per Form A of the Annexure in respect of total energy consumption and energy consumption per unit of production is not applicable.

B. Technology Absorption

Your Company not being engaged in any manufacturing activity, disclosure as per Form B of the Annexure is not applicable.

C. Foreign exchange earnings and outgo

Charcoal, Calcium Carbide and Manganese Ore are exported to Bhutan.

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

AUDITORS

M/s. Ray & Ray, Chartered Accountants, Auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting and, being eligible, offer themselves for re-appointment.

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

Place: Kolkata VINAY KILLA WANGCHUK DORJI

Date: 23rd May, 2012 Director Managing Director

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Mar 31, 2011

The Directors have pleasure in presenting their 28th Annual Report on the business and operations of your Company for the year ended 31st March, 2011.

FINANCIAL PERFORMANCE

Particulars Year ended Year ended 31st March 2011 31st March 2010

Turnover 8139.90 6054.25

Profit/(Loss) before Interest, Depreciation & Taxation (PBIDT) 116.66 64.93

Interest 1.31 3.45

Profit/(Loss) before Depreciation & Taxation (PBDT) 115.35 61.48

Depreciation 30.09 38.52

Profit/(Loss) Before Tax and extraordinary items (PBTE) 85.26 22.96

Extraordinary items __ __

Profit/(Loss) Before Tax (PBT) 85.26 22.96

Provision for Taxation / (Deferred Tax) (1.92) (1.40)

Profit/(Loss) After Tax (PAT) 87.18 24.36

Balance brought forward from previous year 838.63 814.27

Profit available for appropriation 925.80 838.63

Proposed Dividend __ __

Profit carried to Balance Sheet 925.80 838.63

AUDITORS REPORT

Messrs. Ray and Ray, Statutory Auditors, have submitted their Report under Section 227 of the Companies Act, 1956 and the comments made by the Auditors in their Report have been adequately dealt with in the relative Notes on Accounts which are self explanatory.

ACCOUNTING POLICIES AND PROCEDURES

The major accounting policies in conformity with the Accounting Standards and Guidelines issued by The Institute of Chartered Accountants of India from time to time which have been specified in the Companies Act, 1956 have been followed as usual in course of preparing and presenting these Accounts. Such accounting policies have been suitably incorporated in the Notes on Accounts.

Your Company continues to have an adequate internal audit system carried out by external firms of Chartered Accountants who submit their Reports upon completion of audit for consideration by the Directors.

RESUME OF PERFORMANCE

The details of Sales/Income from operations of your Company compared to that of the previous year is given hereunder:

Products Sale in Sale in Increase/ Percentage 2010-2011 2009-2010 (Decrease) increase/ in Sales (decrease) (Rs. in lakhs) (Rs. in lakhs) (Rs. in lakhs) %

Fruit Products 2455.70 2109.42 346.28 16.42

Calcium Carbide 458.74 408.27 50.47 12.36

Charcoal 1743.61 1168.35 575.26 49.24

Manganese Ore 2842.55 1743.81 1098.74 63.01

LAM COKE --- 1.55 (1.55) (100)

Retail 497.59 481.59 16.00 3.32

Commission on Sale 141.71 141.25 0.46 0.33

Others --- --- --- ---

Total Turnover 8139.90 6054.24 2085.66 34.45

PLANS AND PROSPECTS

Fruit Product Division

Performance during the year was steady. New products such as Red Cherry and Jeera Concentrate were introduced during the year which found a decent acceptance in the market.

Future plans revolve around introducing new products and products such as canned fruit drinks, juices in 200 ml pet bottles, tomato ketchup in sachets, sweet mango chutneys, to name a few, are on the anvil.

Your Company is seeking to increase the turnover by broad- basing the distribution network and improving the quality of the existing products. The prospects are good and we expect to achieve higher sales volumes.

Industrial Division

The performance in this segment has been more or less encouraging during the period under review.

Despite price fluctuations and competition faced from imported products and other players in the field, there has been a steady demand for our products. Continuous supply of materials for meeting delivery targets is being ensured by procuring from primary suppliers.

Efforts are on to increase our sales in the Northern and Eastern India through our dealer network and tie ups with Dissolved Acetylene plants.

Retail Division

The last quarter of 2010-2011 has seen a very significant improvement in all parameters of retailing and this momentum needs to be sustained. Though this upward trend has been strengthening steadily since then, the fact that the first half of the year under review continued on a sluggish note, made the overall improvement for the 12 months of 2010-2011 moderate when compared to 2009-2010.

The format of retailing has also undergone a paradigm shift towards much bigger format outlets and, therefore, our ability to harness economies of purchase, display agreements and other 'non sales' revenue opportunities has been acutely impaired.

A decision, therefore, was taken by your Directors and your consent was obtained by means of postal ballot, to hive off the Retail division of C3 into a subsidiary company to enable its growth and development in a focused manner. Steps are being taken towards that end.

DIVIDEND

Your Directors express their inability to recommend dividend for the year to plough back profits for conserving funds for the operations of the Company.

APPROVAL UNDER SECTION 211(4) OF THE COMPANIES ACT, 1956

In terms of the Notification No. S. O. 301 (E) dated 8th February, 2011 issued by the Ministry of Corporate Affairs, the Company has been exempted from disclosing the quantitative information as envisaged in paragraph 3(ii) (b) of part II of Schedule VI to the Companies Act, 1956.

CORPORATE GOVERNANCE

In compliance with the disclosures required under the said Clause 49 of the Listing Agreement, a Management Discussion and Analysis Report is provided in Annexure 'A'.

The Report on Corporate Governance as required under the aforesaid Clause is also provided in Annexure 'B' to this Report, together with the Declaration affirming compliance with the Code of Conduct of the Company and Auditor's Certificate on Compliance with the conditions of Corporate Governance.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions Section 217 (2AA) of the Companies Act, 1956 the Directors hereby confirm that:

(i) The Accounting Standards as applicable to your Company and corroborated by the Companies Act, 1956 have been followed in course of preparation of the Annual Accounts for the year ended 31st March, 2011 and there has been no material departures to warrant further explanation.

(ii) The Accounting policies as have been followed are being continued in course of preparation of the Annual Accounts for the year ended 31st March, 2011, so as to exhibit a true and fair view of the state of affairs of the Company and of the profit for that period.

(iii) Adequate controls and internal audit systems are being followed by the Company in course of running its affairs as also for maintenance and safeguarding of its assets. Every caution has been taken to relate such control measures to the benefit of the Company and to prevent any fraud or irregularities to creep in.

(iv) The Annual Accounts of the Company for the year ended 31st March, 2011 have been prepared on a going concern basis as hitherto.

DEMATERIALISATION OF SECURITIES

The shares of the Company are compulsorily traded in dematerialised form for all shareholders. As on 31st March, 2011, 59.59% of total number of shares stand dematerialised.

DIRECTORS

In accordance with Article 56 of the Articles of Association of the Company, Dasho Topgyal Dorji retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment.

PARTICULARS OF EMPLOYEES

There were no employees during the year under review in respect of whom details as required under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, are required to be disclosed.

AUDITORS

M/s. Ray & Ray., Chartered Accountants, Auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting and, being eligible, offer themselves for re-appointment.

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

Place: Kolkata

Vinay Killa Wangchuk Dorji

Date: 23rd May, 2011 Director Managing Director

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Mar 31, 2010

The Directors have pleasure in presenting their 27th Annual Report on the business and operations of your Company for the year ended 31st March, 2010.

FINANCIAL PERFORMANCE

Particulars Year ended Year ended 31st March 2010 31st March 2009

Turnover 6054.25 6952.47

Profit/(Loss) before Interest, Depreciation & Taxation (PBIDT) 64.93 25.45

Interest 3.45 8.32

Profit/(Loss) before Depreciation & Taxation (PBDT) 61.48 17.13

Depreciation 38.52 49.32

Profit/(Loss) Before Tax and extraordinary items (PBTE) 22.96 (32.19)

Extraordinary items __ (2.31)

Profit/(Loss) Before Tax (PBT) 22.96 (29.88)

Provision for Taxation / (Deferred Tax) (1.40) (2.44)

Profit/(Loss) After Tax (PAT) 24.36 (27.44)

Balance brought forward from previous year 814.27 841.71

Profit available for appropriation 838.63 814.27

Proposed Dividend __ __

Profit carried to Balance Sheet 838.63 814.27

AUDITORS REPORT

Messrs. Ray and Ray, Statutory Auditors, have submitted their Report under Section 227 of the Companies Act, 1956 and the comments made by the Auditors in their Report have been adequately dealt with in the relative Notes on Accounts which are self explanatory.

ACCOUNTING POLICIES AND PROCEDURES

The major accounting policies in conformity with the Accounting Standards and Guidelines issued by The Institute of Chartered Accountants of India from time to time which have been specified in the Companies Act, 1956, have been followed as usual in course of preparing and presenting these Accounts. Such accounting policies have been suitably incorporated in the Notes on Accounts.

Your Company continues to have an internal audit system carried out by external firms of Chartered Accountants who submit their Reports upon completion of audit for consideration by the Directors.

RESUME OF PERFORMANCE

The details of Sales/Income from operations of your Company compared to that of the previous year is given hereunder:

Products Sale in Sale in Increase/ Percentage 2009-2010 2008-2009 (Decrease) increase/ in Sales (decrease) (Rs. in lakhs) (Rs. in lakhs) (Rs. in lakhs) %

Fruit Products 2109.42 2148.66 (39.24) (1.83)

Calcium Carbide 408.27 541.46 (133.19) (24.60)

Charcoal 1168.35 1718.75 (550.40) (32.02)

Manganese Ore 1743.81 1601.79 142.02 8.87

LAM COKE 1.55 113.55 (112.00) (98.63)

Retail 481.59 683.66 (202.07) (29.56)

Commission on Sale 141.25 144.60 (3.35) (2.32) Others --- --- --- ---

Total Turnover 6054.24 6952.47 (898.23) (12.92)

PLANS AND PROSPECTS

Fruit Products Division

‘DRUK has a strong brand presence in India in the categories of jams, crushes, squashes, preserves and enjoys full customer confidence in terms of the quality of its products. The performance during the year under review has been good despite escalation of costs of raw materials.

During the year new products such as canned Button Mushrooms and Oats have been launched and plans are underway to launch the new Jeera Concentrate drink.

Industrial Division

The performance in this segment has been more or less encouraging during the period under review.

The brand “Druk” commands a goodwill in the market and despite price fluctuations and competition faced from other players in the field, there has been a steady demand for our products We are now looking at increased procurement and have revised our targets upward, to meet the demand in the forthcoming financial year.

The traders are signaling a good season ahead and we are working aggressively on the dealer network across North and Eastern India and looking at new supply sources.

Retail Division

Towards the second quarter of the year, there was a slight thaw in the market which led C3 to undertake a determined drive to increase performance parameters. It was decided to restructure the business of C3 with the induction of a strategic business associate for further streamlining the operations.

DIVIDEND

Yours Directors express their inability to recommend dividend for the year to plough back profits for conserving funds for the operations of the Company.

APPROVAL UNDER SECTION 211(4) OF THE COMPANIES ACT, 1956

During the year the Central Government was pleased to pass its Order No. 46/110//2010-CL-III dated 17th May, 2010, exempting the Company from disclosing the quantitative information as required to be stated in terms of paragraph 3(ii) (b) of Part II of Schedule VI to the Companies Act, 1956 for the financial year ended 31st March, 2010.

CORPORATE GOVERNANCE

In compliance with the disclosures required under Clause 49 of the Listing Agreement, a Management Discussion and Analysis Report is provided in Annexure ‘A.

The Report on Corporate Governance as required under the aforesaid Clause is also provided in Annexure ‘B to this Report, together with the Declaration affirming compliance with the Code of Conduct of the Company and Auditors Certificate on Compliance with the conditions of Corporate Governance.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions Section 217 (2AA) of the Companies Act, 1956 the Directors hereby confirm that:

(i) The Accounting Standards as applicable to your Company and corroborated by the Companies Act, 1956 have been followed in course of preparation of the Annual Accounts for the year ended 31st March, 2010 and there has been no material departures to warrant further explanation.

(ii) The Accounting policies as have been followed are being continued in course of preparation of the Annual Accounts for the year ended 31st March, 2010, so as to exhibit a true and fair view of the state of affairs of the Company and of the profit for that period.

(iii) Adequate controls and internal audit systems are being followed by the Company in course of running its affairs as also for maintenance and safeguarding of its assets. Every caution has been taken to relate such control measures to the benefit of the Company and to prevent any fraud or irregularities to creep in.

(iv) The Annual Accounts of the Company for the year ended 31st March, 2010 have been prepared on a going concern basis as hitherto.

DEMATERIALISATION OF SECURITIES

The shares of the Company are compulsorily traded in dematerialised form for all shareholders. As on 31st March, 2010, 59.26% of the total number of shares stand dematerialised.

DIRECTORS

In accordance with Article 56 of the Articles of Association of the Company, Mr. K.N. Malhotra retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment.

PARTICULARS OF EMPLOYEES

There were no employees during the year under review in respect of whom details as required under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, are required to be disclosed.

COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988.

A. Conservation of Energy

Your Companys 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 as per Form A of the Annexure in respect of total energy consumption and energy consumption per unit of production is not applicable.

B. Technology Absorption

Your Company not being engaged in any manufacturing activity, disclosure as per Form B of the Annexure is not applicable.

C. Foreign exchange earnings and outgo

The Company continues to trade in Charcoal, Calcium Carbide and Manganese Ore with Bhutan.

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

AUDITORS

M/s. Ray & Ray, Chartered Accountants, Auditors of the Company, retire at the conclusion of the forthcoming Annual General Meeting and, being eligible, offer themselves for re-appointment.

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

Place: Kolkata

Vinay Killa Wangchuk Dorji

Date: 28th May, 2010 Director Managing Director