Directors Report of Taaza International Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting before you the 15th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2015. FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFARIS :

The performance during the period ended 31st March, 2015 has been as under :

Rs. in lakhs

Particular 2014-2015 2013-2014

Total Income 38323.46 39,322.55

Total Expenditure 36490.62 39,080.32

Profit Before Tax 201.27 242.22

Provision for Tax 81.31 82.40

Profit after Tax 119.96 159.82

Transfer to General Reserves - -

Profit available for appropriation 119.96 159.82

Provision for proposed Dividend - -

Provision for Corporate Tax - -

Balance Carried to Balance Sheet 119.96 159.82

1. PERFORMANCE REVIEW:

The revenue from operations for the year ended 31st March, 2015 was Rs. 38323.46 Lacs as compared to Rs. 39322.55 Lacs for the previous year ending 31st March, 2014. The Profit before tax for the year ended 31st March, 2015 was Rs. 201.27 Lacs as compared to Rs. 242.22 Lacs for the year ending 31st March, 2014. The Profit after Tax stood at Rs. 119.96 Lacs for the year ending 31st March, 2015 as compared to Rs. 159.82 Lacs for the previous year ending 31st March, 2014.

2. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There were no material changes and commitments affecting financial position of the company between 31st March and the date of Board's Report. (i.e. 25.08.2015)

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY :

During the period under review and the date of Board's Report there was no change in the nature of Business.

4. BOARD MEETINGS :

The Board of Directors duly met 6 (six) times on 30.05.2014, 14.08.2014, 25.08.2014, 14.11.2014, 14.02.2015 and 31.03.2015 in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

5. DIRECTORS AND KEY MANANGERIAL PERSONNEL :

During the year, Ms. D Vanaja Kumari was appointed as Additional Director. Now the Board proposes to appoint her as Independent Director.

Notice has been received from a Member proposing candidature of the Director namely Ms. D Vanaja Kumari for the office of Independent Director of the Company. In the opinion of the Board, she fulfils the conditions specified in the Companies Act, 2013 and the Rules made there under for appointment as Independent Director of the Company.

Mr. A. Srinivas was appointed as Chief Financial Officer (CFO) of the company with effect from

05.05.2014.

Mr. N Venugopal will retire by rotation at the ensuing Annual General Meeting in terms of Section

152 and other applicable provisions of the Companies Act, 2013 and being eligible offers himself for re-appointment.

Details of re-appointment /appointment of the director:

Name of the Director Ms. D Vanaja Kumari

Date of Birth 07.09.1970

Date of Appointment 31.03.2015

Qualifications Doctor

No. of Shares held in the Company Nil

Directorships held in other companies Century 21st Portfolio Limited (excluding private limited and Grandma Trading and foreign companies) Agenicies limited

Positions held in mandatory 3 committees of other companies

Name of the Director Mr. N Venugopal

Date of Birth 08.03.1976

Date of Appointment 14.08.2012

Qualifications MBA

No. of Shares held in the Company 360420

Directorships held in other companies Nil (excluding private limited and foreign companies)

Positions held in mandatory Nil committees of other companies

POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS' INDEPENDENCE'

1. Scope:

This policy sets out the guiding principles for the Nomination & Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, in case of their appointment as independent Directors of the Company.

2. Terms and References:

2.1 "Director" means a director appointed to the Board of a Company.

2.2 "Nomination and Remuneration Committee means the committee constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and clause 49 of the Equity Listing Agreement.

2.3 "Independent Director" means a director referred to in sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49(II)(B) of the Equity Listing Agreement.

3. Policy:

Qualifications and criteria

3.1.1 The Nomination and Remuneration Committee, and the Board, shall review on annual basis, appropriate skills, knowledge and experience required of the Board as a whole and its individual members. The objective is to have a board with diverse background and experience that are relevant for the Company's operations.

3.1.2 In evaluating the suitability of individual Board member the HRNR Committee may take into account factors, such as:

* General understanding of the company's business dynamics, global business and social perspective;

* Educational and professional background

* Standing in the profession;

* Personal and professional ethics, integrity and values;

* Willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively.

3.1.3 The proposed appointee shall also fulfill the following requirements:

* shall possess a Director Identification Number;

* shall not b disqualified under the companies Act, 2013;

* shall Endeavour to attend all Board Meeting and Wherever he is appointed as a Committee Member, the Committee Meeting;

* shall abide by the code of Conduct established by the company for Directors and senior Management personnel;

* shall disclose his concern or interest in any company or companies or bodies corporate, firms, or other association of individuals including his shareholding at the first meeting of the Board in every financial year and thereafter whenever there is a change in the disclosures already made;

* Such other requirements as may be prescribed, from time to time, under the companies Act, 2013, Equity listing Agreements and other relevant laws.

3.1.4 The Nomination & Remuneration Committee shall evaluate each individual with the objective of having a group that best enables the success of the company's business.

3.2 Criteria of Independence

3.2.1 The Nomination & Remuneration Committee shall assess the independence of Directors at time of appointment/ re-appointment and the Board shall assess the same annually. The Board shall re-assess determinations of independence when any new interest or relationships are disclosed by a Director.

3.2.2 The criteria of independence, as laid down in companies Act, 2013 and Clause 49 of the Equity Listing Agreement, is as below:

3.2.3 An independent director in relation to a company, means a director other than a managing director or a whole-time director or a nominee director-

3.2.3 The independent Director shall abide by the "code for independent Directors "as specified in Schedule IV to the companies A ct, 2013.

3.3 other directorships/ committee memberships

3.3.1 The Board members are expected to have adequate time and expertise and experience to contribute to effective Board performance Accordingly, members should voluntarily limit their directorships in other listed public limited companies in such a way that it does not interfere with their role as director of the company. The HRNR Committee shall take into account the nature of, and the time involved in a director service on other Boards, in evaluating the suitability of the individual Director and making its recommendations to the Board.

3.3.2 A Director shall not serve as director in more than 20 companies of which not more than 10 shall be public limited companies.

3.3.3 A Director shall not serve an an independent Director in more than 7 listed companies and not more than 3 listed companies in case he is serving as a whole-time Director in any listed company.

3.3.4 A Director shall not be a member in more than 10 committee or act chaiman of more than 5 committee across all companies in which he holds directorships.

For the purpose of considering the limit of the committee, Audit committee and stakeholder's relationship committee of all public limited companies, whether listed or not, shall be included and all other companies including private limited companies, foreign companies and companies under section 8 of the companies Act, 2013 shall be excluded.

Remuneration policy for Directors, key managerial personnel and other employees

1. Scope:

1.1 This policy sets out the guiding principles for the Nomination and Remuneration committee for recommending to the Board the remuneration of the directors, key managerial personnel and other employees of the company.

2. Terms and Reference:

In this policy the following terms shall have the following meanings:

2.1 "Director" means a director appointed to the Board of the company.

2.2 "key managerial personnel" means

(i) The Chief Executive Office or the managing director or the manager;

(ii) The company secretary;

(iii) The whole-time director;

(iv) The chief finance Office; and

(v) Such other office as may be prescribed under the companies Act, 2013

2.3 "Nomination and Remuneration committee" means the committee constituted by Board in accordance with the provisions of section 178 of the companies Act,2013 and clause 49 of the Equity Listing Agreement.

3. Policy:

3.1 Remuneration to Executive Director and key managerial personnel

3.1.1 The Board on the recommendation of the Nomination and Remuneration committee (NR) shall review and approve the remuneration payable to the Executive Director of the company within the overall approved by the shareholders.

3.1.2 The Board on the recommendation of the NR committee shall also review and approve the remuneration payable to the key managerial personnel of the company.

3.1.3 The remuneration structure to the Executive Director and key managerial personnel shall include the following components:

(i) Basic pay

(ii) Perquisites and Allowances

(iii) Stock Options

(iv) Commission (Applicable in case of Executive Directors)

(v) Retrial benefits

(vi) Annual performance Bonus

3.1.4 The Annual plan and Objectives for Executive committee) shall be reviewed by the NR committee and Annual performance Bonus will be approved by the committee based on the achievement against the Annual plan and Objectives.

3.2 Remuneration to Non - Executive Directors

3.2.1 The Board, on the recommendation of the Nomination & Remuneration Committee, shall review and approve the remuneration payable to the Non - Executive Directors of the Company within the overall limits approved by the shareholders.

3.2.2 Non - Executive Directors shall be entitled to sitting fees attending the meetings of the Board and the Committees thereof. The Non- Executive Director shall also be entitled to profit related commission in addition to the sitting fees.

3.3. Remuneration to other employees

3.3.1. Employees shall be assigned grades according to their qualifications and work experience, competencies as well as their roles and responsibilities in the organization. Individual remuneration shall be determined within the appropriate grade and shall be based on various factors such as job profile skill sets, seniority, experience and prevailing remuneration levels for equivalent jobs.

6. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received a declaration from Mr. G V Kamath, Mr. Y Satish Kumar and Ms. D Vanaja Kumari, Independent directors of the company to the effect that they are meeting the criteria of independence as provided in Sub-section (6) of Section 149 of the Companies Act, 2013.

7. COMPOSITION OF AUDIT COMMITTEE :

I. The Audit Committee of the Company is constituted in line with the provisions of Clause 49 of the Listing Agreements with the Stock Exchanges read with Section 177 of the Companies Act, 2013.

II. The terms of reference of the Audit Committee include a review of the following:

* Overview of the Company's financial reporting process and disclosure of its financial information to ensure that the financial statements reflect a true and fair position and that sufficient and credible information is disclosed.

* Recommending the appointment and removal of external auditors, fixation of audit fee and also approval for payment for any other services.

* Discussion with external auditors before the audit commences, of the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

* Reviewing the financial statements and draft audit report including quarterly / half yearly financial information.

* Reviewing with management the annual financial statements before submission to the Board, focusing on:

1. Any changes in accounting policies and practices;

2. Qualification in draft audit report;

3. Significant adjustments arising out of audit;

4. The going concern concept;

5. Compliance with accounting standards;

6. Compliance with stock exchange and legal requirements concerning financial statements and

7. Any related party transactions

* Reviewing the company's financial and risk management's policies.

* Disclosure of contingent liabilities.

* Reviewing with management, external and internal auditors, the adequacy of internal control systems.

* Reviewing the adequacy of internal audit function, including the audit character, the structure of the internal audit department, approval of the audit plan and its execution, staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit.

* Discussion with internal auditors of any significant findings and follow-up thereon.

* Reviewing the findings of any internal investigations by the internal auditors into the 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.

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

* Reviewing compliances as regards the Company's Whistle Blower Policy.

III. The previous Annual General Meeting of the Company was held on 30.09.2014 and Chairman of the Audit Committee, attended previous AGM.

IV. The composition of the Audit Committee and the attendance of each member of the Audit Committee are given below:

The Company has complied with all the requirements of Clause 49 (II) (A) of the Listing Agreement relating to the composition of the Audit Committee. During the financial year 2014-2015, (4) four meetings of the Audit Committee were held on the 30.05.2014, 14.08.2014, 14.11.2014 and 14.02.2015.

The details of the composition of the Committee and attendance of the members at the meetings are given below:

Name Designation Category

Mr. G V Kamath Chairman NED(I)

Mr. N Venugopal Member NED(Professional)

Mr. Y Satish Kumar Member NED(I)

*Mrs.D Vanaja Kumari Member NED(I)

Name No of No of Meetings held Meetings attended

Mr. G V Kamath 4 4

Mr. N Venugopal 4 4

Mr. Y Satish Kumar 4 4

*Mrs.D Vanaja Kumari 4 0

* Appointed w.e.f. 31.03.2015

NED (I) : Non Executive Independent Director

V. NOMINATION & REMUNERATION COMMITTEE The details of composition of the Committee are given below:

Name Designation Category

Mr. G V Kamath Chairman NED(I)

Mr. Y Satish Kumar Member NED(I)

*Ms. D Vanaja Kumari Member NED(I)

* Appointed w.e.f. 31.03.2015

NED (I) : Non Executive Independent Director

ED : Executive Director

Terms of reference:

The main term of reference of the Committee is to approve the fixation/revision of remuneration of the Managing Director/Whole Time Director of the Company and while approving:

To take into account the financial position of the Company, trend in the industry, appointee's qualification, experience, past performance, past remuneration etc.

To bring out objectivity in determining the remuneration package while striking a balance between the interest of the Company and the Shareholders

Remuneration Policy:

The objectives of the remuneration policy are to motivate Directors to excel in their performance, recognize their contribution and retain talent in the organization and reward merit.

The remuneration levels are governed by industry pattern, qualifications and experience of the Directors, responsibilities shouldered, individual performance etc.

The details of remuneration paid to the Executive and Non Executive Directors for the financial year 2014-2015 are given below:

Mr. A Srinivas (Executive director) has drawn a remuneration of Rs. 15,00,000/- for the year ended 31.03.2015 and Mr. P Ravinder Rao (Managing Director) has drawn a remuneration of Rs. 15,00,000/- for the year ended 31.03.2015.

None of the Director is drawing any Commission, Perquisites, Retirement benefits etc

VI. STAKEHOLDERS RELATIONSHIP COMMITTEE

A.) Composition:

The Details of composition of the Committee are given below:

Name Designation Category

Ms. D Vanaja Kumari Chairman NED(I)

Mr. G V Kamath Member NE NID(I)

Mr. Y Satish Kumar Member NED(I)

NED (I) : Non Executive Independent Director NE NID(1): Non Executive Non Independent Director B) Powers:

The Committee has been delegated with the following powers:

* To redress shareholder and investor complaints relating to transfer of shares, Dematerialization of Shares, non-receipt of Annual Reports, non-receipt of declared dividend and other allied complaints.

* To approve, transfer, transmission, and issue of duplicate / fresh share certificate(s)

* Consolidate and sub-division of share certificates etc.

* To redress, approve and dispose off any, other complaints, transactions and requests etc., received from any shareholder of the company and investor in general.

* The Board has delegated the power to process the transfer and transmission of shares to the Registrar and Share Transfer Agents, who process share transfers within a week of lodgement in the case of shares held in physical form.

The Company has designated an exclusive e-mail ID called [email protected] complaints/ grievances.

VII. RISK MANAGEMENT COMMITTEE

A.) Composition:

The Details of composition of the Committee are given below:

Name Designation Category

Mr. G V Kamath Chairman NE NID(I)

Mr. P. Ravinder Rao Member ED

Mr. A. Srinivas Member ED

NED (I) : Non Executive Independent Director ED : Executive Director

Role and Responsibilities of the Committee includes the following :

* Framing of Risk Management Plan and Policy

* Overseeing implementation of Risk Management Plan and Policy

* Monitoring of Risk Management Plan and Policy

* Validating the process of risk management

* Validating the procedure for Risk minimisation.

* Periodically reviewing and evaluating the Risk Management Policy and practices with respect to risk assessment and risk management processes.

* Continually obtaining reasonable assurance from management that al known and emerging risks have been identified and mitigated or managed.

8. VIGIL MECHANISM :

Vigil Mechanism Policy has been established by the Company for directors and employees to report genuine concerns pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013. The same has been placed on the website of the Company.

9. DIRECTOR'S RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:

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

(b) The Directors had 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 and loss of the company for that period;

(c) The Directors had 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 had prepared the annual accounts on a going concern basis; and

(e) The Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

10. STATUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects.

11. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

As on 31st March, 2015, the Company has two wholly owned Subsidiary Companies namely M/s Taaza International PTE Limited in Singapore and M/s. Taaza General Trading FZC in Dubai. The Financial performance of the subsidiary Companies is attached as Annexure to this Report.

12. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report (FORMAT IN ANNEXURE I)

13. AUDITORS AND AUDITORS REPORT

In the previous Annual General Meeting ( 14thAGM), the Company appointed M/s. M M Reddy & Co,, Chartered Accountants as statutory Auditors to hold office until the conclusion of the 17th Annual General Meeting for the FY 2016-17. The Company has already received letter from them to the effect that their ratification, if made by the shareholders, would be within the prescribed limits and that they are not disqualified for re-appointment within the meaning of the Companies act 2013. The Board of Directors recommend their re-appointment/ ratification for the financial year 2015-16.

INTERNAL AUDIT:

The Company has not appointed any Internal Auditor during the Financial Year 2014-15. 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, Mr. S. Sarveswar Reddy, Practicing Company Secretary has conducted Secretarial Audit of the Company for the FY 201415. The Secretarial Audit Report for the FY 2014-15 is annexed hereto and forms part of this Annual report. Secretarial Audit Report is self explanatory and does not call for any further comments.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

The required information as per Sec.134 (3) (m) of the Companies Act 2013 is provided hereunder:

A. Conservation of Energy:

Your Company's operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D) : NIL

2. Technology absorption, adoption and innovation : NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings : Rs. 4,69,23,959/-

Foreign Exchange Outgo : Rs. 6,28, 645/-

15. DETAILS RELATING TO DEPOSITS, COVERING THE FOLLOWING :

Your Company has not accepted any deposits falling within the meaning of Sec. 73, 74 & 76 of the Companies Act, 2013 read with the Rule 8(v) of Companies (Accounts) Rules 2014, during the financial year under review.

16. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

Your Company has well established procedures for internal control across its various locations, commensurate with its size and operations. The organization is adequately staffed with qualified and experienced personnel for implementing and monitoring the internal control environment. The internal audit function is adequately resourced commensurate with the operations of the Company and reports to the Audit Committee of the Board.

17. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

During the period under review there were no significant and material orders passed by the regulators or Courts or Tribunals impacting the going concern status and the company's operations in future.

18. INSURANCE:

The company's properties have been adequately insured against major risks. All the insurable interests of your Company including inventories, buildings, plant and machinery, stock and liabilities under legislative enactments are adequately insured.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given loans, Guarantees or made any investments during the year under review.

20. RISK MANAGEMENT POLICY:

Your Company follows a comprehensive system of Risk Management. Your Company has adopted a procedure for assessment and minimization of probable risks. It ensures that all the risks are timely defined and mitigated in accordance with the well structured risk management process.

21. CORPORATE SOCIAL RESPONSIBILTY POLICY:

Since your Company do not have the net worth of Rs. 500 Crore or more, or turnover of Rs. 1000 Crore or more, or a net profit of Rs. 5 Crore or more during the financial year, section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and hence the Company need not adopt any Corporate Social Responsibility Policy.

22. RELATED PARTY TRANSACTIONS:

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm's length basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at www.taazastores.com.

23. FORMAL ANNUAL EVALUATION:

As per section 149 of the Companies Act, 2013 read with clause VII (1) of the schedule IV and rules made thereunder, the independent directors of the company had a meeting on 23.03.2015 without attendance of non-independent directors and members of management. In the meeting the following issues were taken up:

(a) Review of the performance of non-independent directors and the Board as a whole;

(b) Review of the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors;

(c) Assessing the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The meeting also reviewed and evaluated the performance of non-independent directors. The company has 2 (two) non-independent directors namely:

i. ) Mr. P Ravinder Rao - Managing Director

ii. ) Mr. A Srinivas - Executive Director cum CFO.

The meeting recognized the significant contribution made by Mr. P Ravinder Rao and Mr. A Srinivas, non- independent directors in the shaping up of the company and putting the company on accelerated growth path. They devoted more time and attention to bring up the company to the present level.

The meeting also reviewed and evaluated the performance the Board as whole in terms of the following aspects:

* Preparedness for Board/Committee meetings

* Attendance at the Board/Committee meetings

* Guidance on corporate strategy, risk policy, corporate performance and overseeing acquisitions and disinvestments.

* Monitoring the effectiveness of the company's governance practices

* Ensuring a transparent board nomination process with the diversity of experience, knowledge, perspective in the Board.

* Ensuring the integrity of the company's accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for financial and operational control and compliance with the law and relevant standards.

Mr. P Ravinder Rao, chairman of the company has performed well by attending board meetings regularly, by taking active participation in the discussion of the agenda and by providing required guidance from time to time to the company for its growth etc.

It was noted that the Board Meetings have been conducted with the issuance of proper notice and circulation of the agenda of the meeting with the relevant notes thereon.

24. DISCLOSURE ABOUT COST AUDIT:

Cost Audit is not applicable to your Company.

25. RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act, 2013, and Rule 5(1)(2) & (3) of the Companies(Appointment & Remuneration) Rules, 2014, a remuneration of Rs. 15,00,000/- is being paid to Sri. A Srinivas, Executive director of the Company and a remuneration of Rs. 15,00,000/- is being paid to Mr. P Ravinder Rao, Managing Director of the Company.

26. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to Bombay Stock Exchange where the Company's Shares are listed.

27. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Since the paid up capital of the Company is less than Rs. 10 Crores and Net worth of the Company is less than Rs. 25 Crores, Corporate Governance is Not Applicable.

28. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.

29. EVENT BASED DISCLOSURES

During the year under review, the Company has not taken up any of the following activities:

1. Issue of sweat equity share: NA

2. Issue of shares with differential rights: NA

3. Issue of shares under employee's stock option scheme: NA

4. Disclosure on purchase by company or giving of loans by it for purchase of its shares: NA

5. Buy back shares: NA

6. Disclosure about revision: NA

7. Preferential Allotment of Shares: NA

30. EMPLOYEE RELATIONS:

Your Directors are pleased to record their sincere appreciation of the contribution by the staff at all levels in the improved performance of the Company.

None of the employees is drawing Rs. 5,00,000/- and above per month or Rs.60,00,000/- and above in aggregate per annum, the limits prescribed under Section 134 of the Companies Act, 2013

31. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy.

The following is the summary of sexual harassment complaints received and disposed during the calendar year.

* No. of complaints received: Nil

* No. of complaints disposed off: Nil

32. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the contribution made by the employees at all levels, to the continued growth and prosperity of your Company.

Your Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions and shareholders of the Company for their continued support for the growth of the Company.

For and on behalf of the Board Taaza International Limited

Sd/-

Place: Hyderabad P Ravinder Rao Date: 25.08.2015 Chairman DIN: 01445527

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Mar 31, 2014

Dear Shareholders,

We have pleasure in presenting the 14th Annual Report with Audited Statements of Accounts for the year ended 31st March 2014.

FINANCIAL RESULTS :

The performance of the Company for the financial year ended 31st March, 2014 is summarized below:

(Rs in Lakhs)

Particulars 2013-2014 2012-13

Income 39,322.55 16,408.54

Expenditure 39,080.32 16,310.12

Profit before tax 242.22 98.42

Provision for Taxation 82.40 33.44

Net Profit after Tax 159.82 64.98

PERFORMANCE REVIEW:

The revenue from operations for the year ended 31st March, 2014 was Rs. 39322.55 Lacs as compared to Rs. 16408.54 Lacs for the previous year ending 31st March, 2013. The Profit before tax for the year ended 31st March, 2014 was Rs. 242.22 Lacs as compared to Rs. 98.42 Lacs for the year ending 31st March, 2013. The Profit after Tax stood at Rs. 159.82 Lacs for the year ending 31st March, 2014 as compared to Rs. 64.98 Lacs for the previous year ending 31st March, 2013.

DIVIDEND:

Keeping the Company''s expansion and growth plans in mind, your Directors have decided not to recommend dividend for the year.

TRANSFER TO RESERVES :

An amount of Rs. 159.82 lakhs was transferred to reserves during the financial year 2013-2014.

INSURANCE:

The assets of the Company are adequately insured against major risks.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec.58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, during the financial year under review.

LISTING:

The equity shares of your company are listed on The Calcutta Stock Exchange Limited and bSe Limited (Scrip Code : 537392)

DIRECTORS:

During the year, Mr. Y. Satish Kumar was appointed as Additional Director w.e.f. 25.08.2014. Now the Board proposes to appoint him as Independent Director subject to necessary compliances.

The Board of Directors of the Company has decided to adopt the provisions with respect to appointment and tenure of Independent Directors which is consistent with the Companies Act, 2013 and the amended Listing Agreement. With the changes in the Companies Act, the Company would not have any upper age limit of retirement of Independent Directors from the Board and their appointment and tenure will be governed by the provisions of Companies Act, 2013. In line with the requirements of the Companies Act, 2013, it is therefore proposed to appoint existing independent directors, as Independent Directors on the Board of the Company for a term up to five consecutive years. A brief profile of proposed Independent Directors, including nature of their expertise, is provided in this Annual Report.

Notices have been received from Members proposing candidature of the Directors namely Mr. Y. Satish Kumar and Mr. G.V.Kamath for the office of Independent Directors of the Company. In the opinion of the Board, they fulfil the conditions specified in the Companies Act, 2013 and the Rules made there under for appointment as Independent Directors of the Company. A copy of the draft Letter of Appointment for Independent Directors, setting out terms and conditions of their appointment, is available for inspection at the Registered Office of the Company during business hours on any working day. Mr. A. Srinivas was re-designated as Executive Director cum CFO with effect from 05.05.2014.

Mr. A. Srinivas will retire by rotation at the ensuing Annual General Meeting in terms of Section 152 and any other applicable provisions of the Companies Act, 2013 and being eligible offers himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

The Directors confirm:

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed;

(ii) that they have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at the end of the financial year and of the profits of the company for the year under review;

(iii) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956 for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) that they have prepared the annual accounts for the financial year ended 31st March, 2014 on a ''going concern'' basis.

CAPITAL OF THE COMPANY:

During the period, the Authorized capital of the Company stands at Rs. 1,00,000,000/- consisting of 100,00,000 equity shares of Rs 10/- each and paid-up capital at Rs. 7,25,81,100/- divided into 72,58,110 equity shares of Rs 10/- each.

CHANGE OF NAME OF THE COMPANY:

The company changed the name of the company from M/s. Arunjyoti Enterprises Limited to M/s. Naolin Enterprises Limited w.e.f 10.03.2014 by passing the special resolution through postal ballot.

The company changed the name of the company from M/s. Naolin Enterprises Limited to M/s. Taaza International Limited w.e.f 23.07.2014 by passing the special resolution through postal ballot.

PARTICULARS OF EMPLOYEES:

There is no employee who is falling under section 217 (2A). Therefore, the disclosures required to be made under section 217 (2A) of the Companies Act, 1956 and the rules made there under are not applicable.

CODE OF CONDUCT:

The Code has been circulated to all the members of the Board and Senior Management and the compliance of the same has been affirmed by them. A declaration signed by the Managing Director is given in Annexure.

AUDITORS:

M/s. M.M.Reddy & Co.., Chartered Accountants, Statutory Auditors of the Company retires at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The said Auditors have furnished the Certificate of their eligibility for re- appointment. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed there under, it is proposed to appoint them as Statutory Auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the

AGM to be held in the year 2017, subject to ratification of their appointment at the subsequent AGMs.

AUDITOR''S REPORT:

The Board has duly reviewed the Statutory Auditor''s Report on the Accounts for the year ended March 31,2014 and has noted that the same does not have any reservation, qualification or adverse remarks.

STATUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company. However the Managing Director of the Company was imposed a penalty of Rs. 10,00,000/- by Securities and Exchange Board of the India for Non disclosure of the provision of regulation 13(4) read with 13(5) of PIT Regulations.

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed review of operations, performance and future outlook of your Company and its businesses is given in the Management Discussion and Analysis, which forms part of this Report.

CORPORATE GOVERNANCE:

As a listed company, necessary measures have been taken to comply with the listing agreements of Stock Exchanges. A report on Corporate Governance, along with a certificate of compliance from the Auditors, forms part of this Report as Annexure.

SUBSIDIARY COMPANY:

As on 31st March, 2014, the Company has two wholly owned Subsidiary Company namely M/s Naolin Enterprises PTE Limited in Singapore and M/s. Naolin General Trading FZC in Dubai. A statement pursuant to section 212 is attached as Annexure to this Report.

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the Accounting Standards AS-21, notified by Companies (Accounting Standards) Rule, 2006, the consolidated financial statements covered in this annual report by the Company include financial information of its subsidiary Naolin Enterprises PTE Limited.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT GOES:

The required information as per Sec.217 (1) (e) of the Companies Act 1956 is provided hereunder:

A. Conservation of Energy

Adequate measures have been taken to reduce energy consumption, wherever

possible. Total energy consumption and energy consumption per unit of production is not applicable as company is not included in the industries specified in the schedule.

B. Technology Absorption

1. Research and Development (R&D) : Nil

2. Technology absorption, adoption and innovation : Nil

C. Foreign Exchange Earnings and Out Go

Foreign Exchange Earnings : Nil

Foreign Exchange Outgo : Rs. 10,40,111/-

ACKNOWLEDGEMENTS:

Your directors would like to express their grateful appreciation for assistance and co-operation received from clients, banks, investors, Government, other statutory authorities and all others associated with the company. Your directors also wish to place on record their deep sense of appreciation for the excellent contribution made by the employees at all levels, which enabled the company to achieve sustained growth in the operational performance during the year under review.

DECLARATION BY MANAGING DIRECTOR OF AFFIRMATION BY DIRECTORS AND SENIOR MANAGEMENT PERSONNEL OF COMPLIANCE WITH THE CODE OF CONDUCT:

The shareholders,

I, P. Ravinder Rao, Managing Director of the Company do hereby declare that the directors and senior management of the Company have exercised their authority and powers and discharged their duties and functions in accordance with the requirements of the code of conduct as prescribed by the company and have adhered to the provisions of the same.

For and on behalf of the Board Taaza International Limited (formerly known as Naolin Enterprises Ltd)

Sd/-

Place: Hyderabad P. Ravinder Rao Date: 25.08.2014 Managing Director (DIN 01445527)

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Mar 31, 2013

Dear Shareholders,

The have pleasure in presenting the 13th Annual Report with Audited Statements of Accounts for the year ended 31st March 2013.

FINANCIAL RESULTS :

The performance of the Company for the financial year ended 31st March, 2013 is summarized below:

(Rs in Lakhs)

Particulars 2012-2013 2011-12

Income 1,64,08.54 1,37,23.32

Expenditure 1,63,10.12 1,36,83.04

Profit before tax 98.42 40.28

Provision for Taxation 33.44 36.54

Net Profit after Tax 64.98 3.74

PERFORMANCE REVIEW:

The Company has recorded a turnover of Rs. 16,408.54 lakhs and the profit of Rs. 64.98 lakhs in the current year. The Company has been continuously working on quality up gradation and austerity measures for achieving efficient running of the organization.

DIVIDEND:

Keeping the Company''s expansion and growth plans in mind, your Directors have decided not to recommend dividend for the year.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec.58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, during the financial year under review.

LISTING:

The equity shares of your company are listed on The Calcutta Stock Exchange Limited and the scrip is traded on BSE Limited (Indonext Model).

SUBSIDIARY COMPANY :

The Company has a subsidiary by name Ms. Taaza Stores Private Limited which was incorporated on 24.06.2013.

DIRECTORS:

Mr. A Srinivas was appointed as additional director on the board w.e.f. 14.11.2012 and Mr. P. Vikram Chakravarthy resigned from the Board w.e.f 14.08.2012. The Board placed on record its sincere appreciation for the valuable services rendered by him during his tenure as Director of the Company.

In accordance with the Companies Act, 1956 and read with Articles of Association of the company the Director, Mr. N Venugopal retires by rotation and is eligible for reappointment and your Board recommends the re-appointment of the Director above.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Sec.217 (2AA) of the Companies Act, 1956 the Board of Directors of your Company hereby certifies and confirms that:

i. In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. The Directors have selected such accounting policies and applied them consistently and made judgment 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;

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

iv. The Directors have prepared the Annual accounts on a going concern basis.

A. Conservation of Energy

Adequate measures have been taken to reduce energy consumption, wherever possible. Total energy consumption and energy consumption per unit of production is not applicable as company is not included in the industries specified in the schedule.

B. Technology Absorption

1. Research and Development (R&D) : Nil

2. Technology absorption, adoption and innovation : Nil

PARTICULARS OF EMPLOYEES:

There is no employee who is falling under section 217 (2A). Therefore, the disclosures required to be made under section 217 (2A) of the Companies Act, 1956 and the rules made there under are not applicable.

CODE OF CONDUCT:

The Code has been circulated to all the members of the Board and Senior Management and the compliance of the same has been affirmed by them. A declaration signed by the Managing Director is given in Annexure.

AUDITORS:

M/s M M Reddy & Co., Chartered Accountants retire at the ensuing Annual General Meeting and being eligible, have expressed their willingness for re-appointment. Your directors propose the appointment of M/s M M Reddy & Co., Chartered Accountants, as statutory auditors to hold office until the conclusion of the next Annual General Meeting of the company.

CORPORATE GOVERNANCE:

As a listed company, necessary measures have been taken to comply with the listing agreements of Stock Exchanges. A report on Corporate Governance, along with a certificate of compliance from the Auditors, forms part of this Report as Annexure. ACKNOWLEDGEMENTS:

Your directors would like to express their grateful appreciation for assistance and cooperation received from clients, banks, investors, Government, other statutory authorities and all others associated with the company. Your directors also wish to place on record their deep sense of appreciation for the excellent contribution made by the employees at all levels, which enabled the company to achieve sustained growth in the operational performance during the year under review.

For and on behalf of the Board

Arunjyoti Enterprises Limited



Sd/-

P. Ravinder Rao

Managing Director

Place: Secunderabad

Date: 13.08.2013

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Mar 31, 2010

The Directors have pleasure in presenting the Tenth Annual Report of the Company for the fnancial year ended 31st March, 2010.

Financial Results

The performance of the Company for the fnancial year ended 31st March, 2010 is summarized below:

(Rs. in Lacs)

Particulars 2009-10 2008-09

Gross Revenue 7821.08 4185.87

Total Expenditure 7637.18 4085.19

Proft before fnancial charges, depreciation and taxation 186.07 100.94

Less: Financial Charges 0.00 0.00

Depreciation 2.16 0.26

Proft/(Loss) before tax(PBT) 183.91 100.68

Less: Provision for Current tax 60.23 30.77

Fringe benefit Tax 0.00 0.86

Deferred Tax Liability 2.28 0.24

Proft/(Loss) after tax 121.40 68.82

Provision for dividend 50.59 50.59

Provision for dividend tax 8.60 8.60

Transfer to general reserves 6.07 3.44

Balance carried to Balance Sheet 65.77 6.20

Earning per share 2.40 1.36

OPERATIONS:

The Company has recorded a turnover of Rs.7821.08 lacs in the current year and made a net proft of Rs. 121.40 lacs.

The Company has been continuously working to improve the performance to a greater extent by following both organic and inorganic modes. In this regard the company is seriously contemplating and on look out for acquisition of companies which are engaged in agri-related areas.

DIVIDEND:

The directors are pleased to recommend, for approval of the Members a dividend of Rs 1/- per share on 50,58,110 equity shares of Rs 10/- each of the Company for the fnancial year 2009-10.The dividend on the Equity shares, if declared would involve an outfow of Rs. 50,58,110 towards dividend and Rs. 8,59,626 towards dividend tax, resulting in a total outfow of Rs. 59,17,736

TRANSFER TO RESERVES:

The Company proposes to transfer Rs.6,06,981 to the Proft and Loss Account.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec.58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, during the fnancial year under review.

LISTING:

The equity shares of your company are listed on The Calcutta Stock Exchange Limited.

DIRECTORS:

In accordance with the Companies Act, 1956 read with Articles of Association of the company the Director, Mr. P.Vikram Chakravarthy retires by rotation and is eligible for reappointment.

Your Board recommends the re-appointment of the Director above.

During the year Mr. Y.Srinivas was appointed as an additional director of the Company and Mr. S.K.Bhawsingka and Mr.P.Ramachandra Murthy resigned from the Board.The Board placed on record its sincere appreciation for the valuable services rendered by the directors, Mr. S.K.Bhawsingka and Mr.P.Ramachandra Murthy during their tenure as directors on the Board of the company.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Sec.217 (2AA) of the Companies Act, 1956 the Board of Directors of your Company hereby certifes and confrms that:

i. In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. The Directors have selected such accounting policies and applied them consistently and made judgment 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 fnancial year;

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

iv. The Directors have prepared the Annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT GO

The required information as per Sec.217 (1) (e) of the Companies Act 1956 is provided hereunder:

A. Conservation of Energy

Adequate measures have been taken to reduce energy consumption, wherever possible. Total energy consumption and energy consumption per unit of production is not applicable as company is not included in the industries specifed in the schedule

B. Technology Absorption

1. Research and Development (R&D) : Nil

2. Technology absorption, adoption and innovation : Nil

C. Foreign Exchange Earnings and Out Go

Foreign Exchange Earnings : Rs. 5.07 lakhs

Foreign Exchange Outgo : Rs. 23.79 lakhs

PARTICULARS OF EMPLOYEES

As the Company is not having any employee during the year under review, the disclosures required to be made under section 217 (2A) of the Companies Act, 1956 and the rules made there under are not applicable.

CODE OF CONDUCT

The Code has been circulated to all the members of the Board and Senior Management and the compliance of the same has been affrmed by them.

AUDITORS

M/s M.M.Reddy & Co., Chartered Accountants retire at the ensuing Annual General Meeting and being eligible have expressed his willingness for re-appointment. Your directors propose the appointment of M/s M.M.Reddy & Co., Chartered Accountants, as statutory auditor to hold offce until the conclusion of the next Annual General Meeting of the company.

CORPORATE GOVERNANCE

As a listed company, necessary measures have been taken to comply with the listing agreements of Stock Exchanges. A report on Corporate Governance, along with a certifcate of compliance from the Auditors, Forms part of this Report as Annexure.

ACKNOWLEDGEMENTS

Your directors would like to express their grateful appreciation for assistance and co-operation received from clients, banks, investors, Government, other statutory authorities and all others associated with the company. Your directors also wish to place on record their deep sense of appreciation for the excellent contribution made by the employees at all levels, which enabled the company to achieve sustained growth in the operational performance during the year under review.

Declaration by Managing Director of affrmation by Directors and senior Management personnel of compliance with the code of conduct

The shareholders

I, P.Ravinder Rao, Managing Director of the Company do hereby declare that the directors and senior management of the Company have exercised their authority and powers and discharged their duties and functions in accordance with the requirements of the code of conduct as prescribed by the company and have adhered to the provisions of the same.

For and on behalf of the Board of Arunjyoti Enterprises Limited

Sd/- Place:Secunderabad P.Ravinder Rao Date: 14.06.2010 Managing Director