To
The Members of
Tasty Bite Eatables Limited,
Your Directors are pleased to present the 40th Annual Report
of Tasty Bite Eatables Limited ("the Company") together with Audited Financial
Statement of accounts for the year ended 31 March 2024.
1. KEY FINANCIAL HIGHLIGHTS:
The Company's Financial Summary and highlights are summarised
below:
| Particulars |
FY 2023-24 |
FY 2022-23 |
| Revenue from operations |
5,403.20 |
4,756.63 |
| Other income |
178.76 |
137.66 |
| Total income |
5,581.96 |
4,894.29 |
| EBITDA |
921.08 |
777.33 |
| Profit after tax |
415.17 |
302.10 |
| Earnings per share (INR / share - basic and diluted) |
161.80 |
117.73 |
| Net fixed assets including intangible assets |
1,946.92 |
1,558.99 |
| Long term borrowings (excluding current portion) |
260.44 |
333.57 |
| Profit transferred to Balance Sheet |
415.17 |
302.10 |
| Other comprehensive income / (loss) transferred to Balance
Sheet |
20.77 |
(36.39) |
2. FINANCIAL PERFORMANCE & OPERATIONS:
Despite the challenges faced by your Company on domestic and global
front it grew by 14% from previous year. The Company's performance for the year under
review has been better. Your company earned revenue of INR 5,581.96 million during the
year as compared to INR 4,894.29 million in the previous financial year. The Exports led
Consumer Business grew by 18.3% YoY with sales of INR 3,938.40 against INR 3,329.92
million in the previous year while the Tasty Bite Food Service (TFS) business grew 3.5%
sales of INR 1,434.67 against INR 1,385.66 million in the previous year. Your company
reported Profit after tax of INR 415.17 million for the financial year ended 2024 against
INR 302.10 million in previous financial year 2023. Profit after tax for financial year
2024 is 7.4% against 6.2% in financial year 2023.
Despite the ongoing challenges in the food industry your company has
performed well. Our ability to adapt to the changing landscape, innovate in our processes,
and prioritize customer satisfaction has enabled us to thrive in a competitive market. By
consistently delivering high-quality products and services, we have solidified our
position in the industry. Our performance is a testament to our dedication to excellence
and our commitment to providing value to our customers.
3. DIVIDEND:
Considering the performance of your Company during the financial year
2023-24, the Board of Directors felt the need to strike a balance between being prudent
and conserving capital in the Company, while at the same time catering to the expectations
of shareholders, and also considering the Dividend Distribution Policy, the Board of
Directors at its meeting held on 17 May 2024, recommended a final dividend of INR 2.00/-
(Rupees Two only) per equity share, subject to the approval of shareholders at the ensuing
40th Annual General Meeting of the Company. The total dividend payout for FY
2023-24 on equity shares would involve a cash outgo of INR 5.13 million. Upon declaration
by the Members at the ensuing 40th Annual General Meeting, dividend shall be
paid to those members, whose names appear on the Register of Members of the Company after
effecting all valid share transfers in physical form lodged with the Company or its
Registrar & Transfer Agents on or before 01 August 2024. In respect of shares held in
dematerialized form, dividend will be paid on the basis of particulars of beneficial
ownership furnished by Depositories as on the closing hours of business on 01 August 2024.
The Dividend Distribution Policy formulated in accordance with the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is available on the website of the Company at https://www.tastybite.
co.in/corporate
4. TRANSFER TO RESERVES:
The Board of Directors has decided to retain entire amount of profits
for the financial year 2023-24 and does not propose any amount to be transferred to the
General Reserves of the Company.
5. RESEARCH AND DEVELOPMENT: Tasty Bite Research Centre (TBRC)
located within the factory campus continued to build on its mission to be a centre of
excellence in product, process and ingredient innovation. During the course of the year,
development of new ready-to-eat meal options
cateringtothegrowingdemandforconveniencefoods, reformulation of existing products to meet
changing dietary preferences and regulations around food safety and labelling,
collaboration with local farmers and suppliers to source sustainable and ethically
produced ingredients, exploration of new cuisines and flavours to provide a diverse range
of options for our consumers were few achievements of TBRC.
Moving forward, TBRC aims to continue its focus on innovation and
sustainability, ensuring that the Company remains at the forefront of the food industry.
By investing in research and development, we are confident that we can meet the
ever-changing needs and preferences of our consumers while maintaining our commitment to
quality and taste.
The Department of Science & Industrial Research (DSIR) of the Union
Ministry of Science & Technology accreditation to TBRC is valid till March 2025. New
products developed at TBRC in the last 1 year contributed 16% of the Company's
revenues.
6. DEPOSITS:
The Company has not accepted or invited any deposits from the public
during the year under review. Hence, any compliance w.r.t. repayment of deposit or its
interest thereon is not applicable to the Company.
There were no outstanding deposits within the meaning of Sections 73
and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014, as
amended, at the end of FY 2023-24 or the previous financial year. Your Company did not
accept any deposits during FY 2023-24.
7. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL':
During the year under review, Mr. Dilen Gandhi was appointed as
Managing Director (Key Managerial Personnel) of the Company w.e.f. 01 September 2023. The
Board of Directors on recommendation of the Nomination and Remuneration committee
appointed Mr. Dilen Gandhi as Managing Director of the Company. Approval of members, as
per requirement of Listing Regulations, was obtained by way of Postal Ballot for
appointment of Mr. Dilen Gandhi as Managing Director of the Company on 27 November 2023.
In accordance with the Companies Act, 2013 and Articles of Association
of the Company, Mr. Sukhdev David Dusangh (DIN: 08944427), Director (Non-Executive and
Non-Independent) of the Company, retires by rotation and being eligible, offer himself for
re-appointment. The proposal seeking Shareholders' approval for his re-appointment
forms part of the Notice, which is also approved by the Board on the recommendation of the
Nomination and Remuneration Committee.
Mr. Pradeep Poddar (Chairman), Mr. Kavas Patel, Ms. Rama Kannan and Dr.
Chengappa Ganapati continue to act as Independent Directors on Board of the Company. All
Independent Directors have provided declaration stating their independence under the
provisions of section 149(6) of Companies Act, 2013 along with Rules framed thereunder and
Regulation 16(1) (b) of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 stating their independence pursuant to
provisions of section 149 of Companies Act, 2013 ("Act") and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("LODR"). Mr. Kavas
Patel will complete his second term as Independent Director on 09 September 2024.
Further, the Independent Directors have also confirmed that there has
been no change in the circumstances affecting their status as Independent Directors of the
Company. The said Certificates(s) were taken on record by Board after their requisite
assessments.
Policy on Director's Appointment and Remuneration:
The Policy of the Company on Director's Appointment and
Remuneration, including criteria for determining qualifications, positive attributes,
independence of the Directors and other matters provided under Section 178 (3) of the
Companies Act, 2013, adopted by the Board viz. Nomination and Remuneration Policy, is
available on the website of the Company, www. tastybite.co.in. Details of the remuneration
paid to the Board of Directors are provided in the Corporate Governance Report. It is
affirmed that the remuneration paid to the Directors is as per the terms laid down in the
Nomination and Remuneration Policy of the Company.
Key Managerial Personnel
During the year under review Ms. Minal Talwar resigned as Company
Secretary and Compliance Officer of the Company from closing hours of 19 July 2023. Mr.
Vimal Tank has been appointed as Company Secretary and Compliance Officer of the Company
w.e.f. 31 August 2023.
Further, Mr. Milin Bande, Chief Financial Officer of the Company
resigned from closing hours of 15 February 2024.
Mr. Rajendra Jadhav, Whole Time Director and GM – Works of the
Company retired (superannuation) from closing hours of 11 May 2024 and Mr. Pradip
Chaudhari has been appointed as Chief Financial Officer of the Company w.e.f. 17 May 2024.
The Board places on record its appreciation for the outgoing
Directors' invaluable contribution and guidance during their respective tenure.
Senior Management Personnel
During the year under review, Ms. Anila Thomas, People and Organisation
Director of the Company resigned from closing hours of 15 February 2024 and Mr. Sandeep
Shah has been appointed as Director – Corporate Affairs w.e.f. 16 April 2024.
Board evaluation:
Pursuant to provisions of the Act and SEBI (Listing Obligations and
Disclosure Requirements) Regulations,2015,theBoardcarriedoutevaluation of its own
performance, individual performance of the directors as well as the respective Committees.
Evaluation of the Chairman was also carried out. The manner of evaluation is mentioned in
the corporate governance report. Also, the Board is of the opinion that the directors and
board collectively stand the highest level of integrity and all members. of the board have
specified skill set and experience required for the Company. Details of which form a part
of Corporate Governance Report.
In a separate meeting of independent directors, the performance of
non-independent directors, the Board as a whole, and the Chairman of the Company were
evaluated, taking into account the views of executive directors and non-executive
directors. The Board and the Nomination and Remuneration Committee reviewed the
performance of individual directors on the basis of criteria such as the contribution of
the individual director to the board and committee meetings based on their preparedness on
the issues to be discussed, meaningful and constructive contribution and inputs in
meetings, etc.
Remuneration & Evaluation Policy:
The Board on recommendation of Nomination
& Remuneration Committee adopted ‘Remuneration and Evaluation
Policy' for selection, appointment and remuneration of Directors and Senior
Management Personnel including criteria for determining qualifications, positive
attributes, independence of a director and other matters as required by the Companies Act,
2013. Necessary diversity in the board was ensured. Detailed policy is available at
Company's website www.tastybite.co.in
In terms of the applicable provisions of the Act read with the rules
framed thereunder and the SEBI Listing Regulations, your Board has adopted and amended a
Policy for appointment, removal and remuneration of Directors, Key Managerial Personnel
("KMP") and Senior Management Personnel and also on Board Diversity, Succession
Planning and Evaluation of Directors.
Meetings:
During the year under review, five (5) board meetings held during the
financial year ended 31 March 2024. These were held on 18 May 2023,
08 August 2023, 31 August 2023, 08 November 2023 and 13 February 2024.
Maximum interval between any two meetings was not more than 120 days. Details of these
meetings are stated in Corporate Governance Report forming part of this annual report.
8. EXTRACT OF ANNUAL RETURN:
Pursuant to Section 134(3)(a) of the Act, the draft annual return for
FY 2023-24 prepared in accordance with Section 92(3) of the Act is made available on the
website of the Company at https://www. tastybite.co.in/annual.
9. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to section 134 of the Companies Act, the Board of Directors
confirm that:
(a) in the preparation of the annual accounts for the year ended 31
March 2024, applicable accounting standards have been followed along with proper
explanation relating to material departures, if any;
(b) they have selected and consistently applied such accounting
policies, judgments and estimates that are reasonable and prudent to ensure 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 year;
(c) they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
(d) they have prepared the financial statements / annual accounts on a
going concern basis;
(e) they have laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and are operating
effectively; and
(f) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively. Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, the work performed by the internal, statutory
and secretarial auditors and external consultants, including the audit of internal
financial controls over financial reporting by the statutory auditors and the reviews
performed by the management and the relevant board committees, including audit committee,
the Board is of the opinion that the Company's internal financial controls
commensurate with nature and size of organisation and complexity of business.
10. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION
143(12):
During the year under review, there were no frauds reported by the
auditors to the Audit Committee or the Board of Directors under section 143(12) of
Companies Act, 2013.
11. CORPORATE GOVERNANCE:
Your Company has been complying and maintaining high standards of
Corporate Governance principles over the years and places great significance to good
Corporate Governance as an important step towards building investors' confidence,
improve investors' protection and maximize long term shareholders' value. In
addition to the basic governance practices, the Board lays strong emphasis on
transparency, accountability and integrity. Accordingly, it has taken adequate steps to
ensure the provisions of Corporate Governance as prescribed under the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
A certificate from Statutory Auditors of the Company regarding
compliance of conditions of Corporate Governance is in "Annexure A" to
this Report. A detailed report on Corporate Governance forms a part of this Annual Report.
12. AUDITORS:
Statutory Auditors:
As per section 139 of the Companies Act, 2013 read with Companies
(Audit and Auditors) Rules, 2014, the Members of the Company in 38th Annual
General Meeting approved the appointment of M/s B S R & Co. LLP, Chartered Accountants
(Firm Registration No. 101248W/W-100022), Pune, as the statutory auditors of the Company
for a period of 5 years and they hold office up to the 43rd Annual General
Meeting of the Company.
The Report given by M/s B S R & Co. LLP, Statutory Auditor on the
financial statements of the Company for the financial year ended March 31, 2024 forms part
of the Annual Report. The said report was issued by the Statutory Auditors with an
unmodified opinion and does not contain any qualifications, reservations or adverse
remarks.
Internal Auditors:
Pursuant to section 138 of Companies Act, 2013, the Company appointed
M/s Ernst & Young, as an internal auditor for the year under review in the Audit
Committee Meeting and Board Meeting held on 20 October 2022 for 3 financial years 2022-23
till 2024-25. The scope and fee of internal audit was fixed by the Board on recommendation
of Audit Committee.
Secretarial Auditor:
Pursuant to section 204 of the Companies Act, 2013, read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company
appointed M/s Pareek V. R. & Associates, Practicing Company Secretaries, Pune as
Secretarial Auditor for the FY 2023-24.
The Secretarial Audit Report is in "Annexure B" of
this report. and does not contain any qualification, reservation or adverse remark.
During the year under review, the Secretarial Auditor has not reported
any fraud under Section 143(12) of the Act
13. WHISTLE BLOWER & VIGIL MECHANISM POLICY:
In compliance with the provisions of Section 177(9) of the Companies
Act, 2013, the Company has established Whistle Blower and Vigil Mechanism Policy for its
directors and employees to report their genuine concerns and also to deal with the
instances of fraud and mismanagements, if any. The details of the Policy are explained in
the Corporate Governance Report and the policy is available on the website of the Company
www.tastybite.co.in
The Company has implemented tighter Internal Financial Controls (IFC)
for onboarding of vendors to curb the conflicts.
14. AUDIT COMMITTEE:
In compliance with the provisions of Section 177 of the Companies Act,
2013, and SEBI Regulations, the Company has a duly constituted Audit Committee. The
composition and other relevant details of the Audit Committee are given in the Corporate
Governance Report annexed herewith. All suggestions of Audit Committee during the year
were accepted by the Board.
15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details of the loans, guarantees and investments covered under Section
186 of the Companies Act, 2013 provided in note 8 of notes to the financial statement of
the Company and annexure ‘A' of the Statutory Auditor Report. The loans,
guarantees and investments made by the Company are within limits as prescribed under
section 186 of the Companies Act, 2013.
16. SHARE CAPITAL:
The paid up equity share capital as on 31 March 2024 was INR
25,660,000. There was no public issue, right issue, bonus issue or preferential issue,
during the financial year under review. The Company has not issued shares with
differential voting rights, sweat equity shares neither has it granted any employee stock
options nor issued any convertible securities.
As on 31 March 2024 none of the Directors of the Company held any
shares of the Company.
17. SEGMENT WISE OR PRODUCT WISE PERFORMANCE / NATURE OF BUSINESS:
The Company operates in one segment i.e. Prepared Food consisting
Ready-to-Eat products and intermediate food products such as Prepared Meals, Formed Frozen
Foods and Sauces. There is no change in nature of business of the Company.
18. THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The Company has been making significant efforts to ensure conservation
of energy. The details of energy conservation, technology absorption, research and
development and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of
the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, are as per "Annexure
C".
19. RISK MANAGEMENT POLICY:
A well-defined risk management policy has been adopted by the Company
and same is available on the website of the Company. Periodic assessment and
prioritization of risks that affect the business of your Company is under taken by the
Board and its Committee. Development and deployment of risk mitigation plans to reduce
vulnerability to prioritized risks is in place.
The Board focuses on both the results and efforts required to mitigate
the risks, it has defined review and monitoring mechanism wherein the functional teams,
the top management and the Board review the progress of the mitigation plans.
Integration of Risk Management with strategic business plan, annual
operating plans, performance management system and significant business decisions has been
done. The Board constantly scan external environment for new and emerging risks.
Wherever, applicable and feasible the Board define the risk appetite
and install adequate internal controls to ensure that the limits are adhered to.
Your Company has in place a Risk Management Committee ("RMC")
chaired by an Independent Director, which assists the Board in monitoring and overseeing
implementation of the risk management policy, including evaluating the adequacy of risk
management systems and such other functions as mandated under the SEBI Listing Regulations
and as the Board may deem fit from time to time. The composition, detailed terms of
reference of the RMC and attendance at its meetings are provided as part of the Corporate
Governance Report.
In compliance with the provisions of Section 134 of the Companies Act,
2013, the Company has identified the elements of the risks, industry specific and in
general as well, which in the opinion of the Board may threaten the existence of the
Company. The Company has developed and implemented a ‘Business Contingency Plan'
and an extensive ‘Enterprise Risk Management and Mitigation Plan'. The details
of the Business Contingency Plan and Risk Mitigation of the Company are given in the
Management Discussion and Analysis, annexed to this Annual Report
20. CORPORATE SOCIAL RESPONSIBILITY (CSR) AND INITIATIVES:
The Company has a Policy and a Committee for Corporate Social
Responsibility in compliance with the provisions of Companies Act, 2013. The details about
the Policy and the Committee are given in Corporate Governance Report annexed to this
report. Annual Report on CSR activities is annexed as "Annexure D". As
per the provisions of Section 135 of the Companies Act, 2013, every Company falling under
the applicability of Corporate Social Responsibility is required to spend 2% of its
average net profits of previous three years on the activities given under Schedule VII of
the Companies Act, 2013, and CSR policy adopted by the Board of Directors. The Company has
spent total amount of INR 8.00 million during financial year 2023-24. The details of
amount of expenditure during the year are as follows:
| Particulars |
Amount in INR Million |
| a) Gross amount required to be spent by the Company during
the year |
7.55 |
| b) Amount spent during the year |
8.00 |
| c) Unspent amount |
Nil |
During the year under review "Tasty Bite Foundation" has been
actively involved in CSR activities. The Foundation has carried out CSR activities in
various fields such as education, agriculture and rural development. Some of the
activities undertaken are as follows:
| Programme |
Projects |
| 1. Accelerating sustainable & inclusive rural development
with Krishi Vigyan Kendra (KVK) |
• NRM Intervention |
|
• Crop production Intervention |
|
• Livestock intervention |
| 2. Catalyst for sustainable development in rural education
and livelihood training with American India Foundation (AIF) |
Sustainable Livelihoods through Multi Skills Training &
Entrepreneurship Development |
21. STANDALONE FINANCIAL STATEMENTS AND POSITION OF SUBSIDIARIES,
ASSOCIATES AND JOINT VENTURES:
During the year under review, the Company neither had a subsidiary
company nor a joint venture company. Hence, comments and details on preparation of
financials on standalone basis or report on the performance of subsidiary company or a
joint venture company are not required to be offered.
22. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
OF THE COMPANY:
There were no material changes and commitments affecting the financial
position of the Company that have occurred between the end of the financial year on 31
March 2024 to which the financial statements relate and the date of this report.
23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The particulars of contracts or arrangements with related parties in
Form AOC - 2 under Section 134(3)(h) of the Act and rules framed thereunder are annexed
herewith as "Annexure E". The Board hereby informs that all the related
party transactions are carried out in the ordinary course of business and on arm's
length basis. Further, the Company has duly complied with the Indian Accounting Standard
24 related to transactions with related parties of the Company. The Company has adopted/
amended policy on Related Party Transactions pursuant to the recent amendments under the
SEBI Listing Regulations regarding framework for related party transactions and same is
posted on website of the Company www. tastybite.co.in.
Pursuant to Regulation 23(9) of the SEBI Listing Regulations, your
Company has filed the reports on related party transactions with the Stock Exchanges.
24. SIGNIFICANT/ MATERIAL ORDERS PASSED BY COURTS/ REGULATORS IMPACTING
GOING CONCERN STATUS OF THE COMPANY:
There are no significant or material orders or awards passed by the
Courts or any other Regulators or Tribunals relating to Companies Act, 2013, or SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, which would affect
the going concern status and Company's future operations.
25. APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL:
1. The ratio of remuneration of each Director to the median
employees' remuneration as per Section 197(12) of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended
for the financial year 2023-24:
| Name of Director |
Remuneration of Director* (1) |
Median remuneration of employees (2) |
Ratio (3) = (1) / (2) |
| Mr. Pradeep Poddar |
5.85 |
0.85 |
6.88 |
| Mr. Rajendra Jadhav |
10.21 |
0.85 |
12.01 |
| Mr. Kavas Patel |
1.62 |
Nil |
NA |
| Ms. Rama Kannan |
1.62 |
Nil |
NA |
| Dr. Chengappa Ganapati |
1.62 |
Nil |
NA |
| Mr. Sukhdev David Dusangh |
NA |
Nil |
NA |
| Ms. Emmanuelle Orth |
NA |
Nil |
NA |
| Mr. Dilen Gandhi** |
40.99 |
0.85 |
48.22 |
* Remuneration to Directors includes sitting fees.
**Mr. Dilen Gandhi, appointed as Managing Director w.e.f. 01 September
2023.
2. The percentage increase in remuneration of each Director, Chief
Financial Officer, Company Secretary or Manager, if any, in the financial year;
| Name of Director |
Designation |
Remuneration in FY 2022-23 |
Remuneration in FY 2023-24 |
Increase (in %) |
| Mr. Pradeep Poddar |
Non-Executive Independent Director and Chairman of the Board |
1.50 |
5.85 |
NA as not paid for entire previous year as Chairman |
| Mr. Rajendra Jadhav |
Whole Time Director |
6.54 |
10.21 |
NA as not paid in previous year as WTD |
| Mr. Dilen Gandhi (w.e.f. 01 September 2023) |
Managing Director |
NA |
40.99 |
NA as not paid for entire year. |
| Ms. Minal Talwar (till 19 July 2023) |
Company Secretary |
2.50 |
1.85 |
NA as not paid for entire year. |
| Mr. Milin Bande (till 15 February 2024) |
CFO |
3.71 |
12.64 |
NA as not paid for entire year as CFO |
| Mr. Vimal Tank (w.e.f. 31 August 2023) |
Company Secretary |
NA |
1.78 |
NA as not paid for entire year. |
| Mr. Gaurav Gupta (till 12 August 2022) |
Whole Time Director |
6.16 |
NA |
NA as not paid for entire year as WTD |
3. Number of permanent employees are 265 on the role of company as on
31 March 2024.
4. The remuneration paid to the employees is in affirmation with
Remuneration & Evaluation Policy of the Company.
5. Average percentile increase in salaries of employees other than the
managerial personnel in the financial year 2024 was 9.68%. Percentile increase in the
managerial remuneration in 2024 was 4%.
6. The Company has a variable pay compensation structure only for
Managing Director and Site Director & Plant Head basis achievement of targets. No
other employee has variable pay component structure. The Company further confirms that
remuneration paid to employees is in line with its Remuneration Policy.
7. Statement containing the particulars of top ten employees and the
employees drawing remuneration in excess of limits prescribed under Section 197(12) of the
Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is an annexure forming part of this Report. In terms of
the proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the
Members excluding the aforesaid annexure. The said statement is also available for
inspection with the Company. Any Member interested in obtaining a copy of the same may
write to the Company Secretary at secretarial@tastybite.com.
26. INVESTMENTS IN ITS OWN SHARES BY COMPANY, ITS SUBSIDIARIES,
ASSOCIATES ETC:
The Company during the year under review has not made investments in
its own shares, its subsidiaries or associate companies
27. PECUNIARY RELATIONSHIP OR
TRANSACTIONS OF THE NON-EXECUTIVE DIRECTORS:
During the year under review, there was no pecuniary relationship or
pecuniary transactions between the Company and its non - executive directors. Independent
directors received sitting fees as mentioned in this report. Chairman received
remuneration as mentioned above.
28. INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN
AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:
According to the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013, your Company has in place a
Policy on Prevention, Prohibition & Redressal of Sexual Harassment of Women at
Workplace and has a robust mechanism to redress the complaints reported thereunder. An
Internal Committee has been constituted, which comprises of internal members who have
experience in the subject field. The Committee's mandate is to bring awareness about
ensuring safe workplace for women; receive and take appropriate decision on complaints, if
any.
The Committee as on 31 March 2024 consist:
1. Ms. Dr. Vykundeshwari Ganesan – Presiding Officer
2. Mr. Piyush Kumar – Member
3. Ms. Najama Tamboli – Member
4. Mr. Puneet Songar – External Member
5. Ms. Nirmala Lagad – Member
Your Company is committed to provide and promote safe and healthy
environment to all its employees without any discrimination. Your Company on a regular
basis sensitizes its employees on prevention of sexual harassment through various
workshops, awareness programmes.
It may be mentioned here that the Company has Zero tolerance towards
any action on the part of any executive / staff which may fall under the ambit of
‘Sexual Harassment' at workplace, and is fully committed to uphold and maintain
the dignity of every woman working in the Company.
The Board of Directors in its meeting held on 17th May, 2024 has
appointed Mr. Sandeep Shah as Member of Internal Complain Committee.
NilcomplaintswerereceivedbytheICCduringtheyear.
29. CYBER SECURITY:
Organisations embraced certain practices, including social distancing,
remote working and all these, in turn, leading to significant dependence on and increased
usage of digital technologies. We have implemented advanced security controls,
technologies, processes and practices designed to protect networks, computers and data
from attack, damage or unauthorized access and threat analytics by leveraging industry
leading technologies to help and mitigate internal and external threats to the Company.
Our Cyber Security Policy ensures that our people are aware of the best practices to be
followed in order to ensure that Company's data and infrastructure do not become
vulnerable to external threats. We ensure our IT Team is up to speed by providing them
with avenues for continuous learning and making internal training forums available as well
as courses through external academic institutions, to keep them enriched and in turn, help
protect the Company from cyber-threats on a day-to-day basis.
30. HUMAN RESOURCES
The Company aims to align HR practices with business goals, increase
productivity of Human resources by enhancing knowledge, skills and to provide a conducive
work environment to develop a sense of ownership amongst employees. Productive high
performing employees are vital to the Company's success. The contribution and
commitment of the employees towards the performance of the Company during the year were
valued and appreciated. The Company recruited employees during the year for various
positions and promoted employees to take up higher responsibilities. Apart from fixed
salaries, perquisites and benefits, the Company also has in place performance-linked
incentives which reward outstanding performers, who meet certain performance targets. In
pursuance of the Company's commitment to develop and retain the best available
talent, the Company had organised and sponsored various training programmes / seminars /
conferences for upgrading skill and knowledge of its employees in different operational
areas.
Employee relations remained cordial, and the work atmosphere remained
congenial during the year.
Other Disclosures
The Company has not made any application under the Insolvency and
Bankruptcy Code, 2016 nor any application is pending against the Company under the said
Code.
The Company has not done any one-time settlement with any Bank or
Financial Institution during the year and hence declaration under the said clause is not
applicable.
The Company is not required to maintain Cost Records as specified under
section 148(1) of the Act by the Central Government.
31. DISCLOSURE REQUIREMENTS: As per SEBI (Listing
Obligations and Disclosure Requirements) Regulations 2015, the Corporate Governance Report
with the Auditors' Certificate thereon, and the Management Discussion and Analysis
are attached, which forms part of this report.
The Company has devised proper systems to ensure compliance with
the provisions of all applicable Secretarial Standards issued by the Institute of Company
Secretaries of India and that such systems are adequate and operating effectively.
No shares with differential voting rights and sweat equity shares
have been issued.
There has been no change in the nature of business of the Company.
Your Company maintained healthy, cordial and harmonious industrial
relations at all levels. Despite severe competition, the enthusiasm and the unstinting
efforts of the employees have enabled the Company to remain at the forefront of the
industry.
32. APPRECIATIONS AND ACKNOWLEDGEMENT:
The Directors acknowledge with gratitude the valuable advice, guidance
and support received from all the Bankers of the Company. The Directors also place on
record their sincere thanks to the Company's clientele, investors and members for
their patronage. The Directors express their appreciation for the dedicated services of
the employees and their contribution to the growth of the Company.
The Directors also thank the Securities and Exchange Board of India
(SEBI); Stock Exchanges; Depositories; Ministry of Corporate Affairs (MCA); Government(s)
local/statutory authorities; Registrar and Share Transfer agent and the Auditors of the
Company for their guidance and continued support.
The Directors place on record their deep appreciation of the valuable
contribution of the members of the staff at all levels for the progress of the Company
during the year and look forward to their continued cooperation in realization of the
corporate goals in the years ahead.
Your Company continued to receive co-operation and support from the
distributors, retailers, stockist, suppliers and others associated with your Company as
its trading and value chain partners. Your directors wish to place on record their
appreciation for the same and your Company will continue in its endeavour to build and
nurture strong links with trade, based on mutuality, fairness, respect and co-operation
with each other and consistent with consumer interest.
|
By Order of the Board of Directors |
|
Tasty Bite Eatables Limited |
|
Pradeep Poddar |
| Date: 17 May 2024 |
Chairman |
| Place: Pune |
DIN: 00025199 |
|