Directors Report of Tasty Dairy Specialities Ltd.

Mar 31, 2025

Your Directors present the 33rd Annual Report of the Company highlighting the business and operations of the Company
and the Audited Financial Statements for the Financial Year ended 31st March, 2025.

1. FINANCIAL RESULTS

The Company''s financial performance for the year ended March 31, 2025 is summarized below:

Particulars

F.Y. 2024-25

FY 2023-24

Net Sales

642.89

3,970.29

Other Operating Income

1.38

15.42

Total Revenue

644.27

3,985.71

Add: Other Income

3.28

15.30

Less: i) Total Expenditure

1,621.63

10,832.42

Profit before Finance Cost, Depreciation, Amortisation Expenses
and Tax

(1,841.65)

(5885.87)

Less:

i) Finance Cost

ii) Depreciation and Amortisation Expenses

694.87

172.69

729.55

215.98

Profit / (Loss) before Tax and exceptional items

(974.09)

(6,831.40)

Exceptional items

-

-

Profit / (Loss) before Tax (PBT)

(974.09)

(6,831.40)

Less:

i) Current Tax

ii) Deferred Tax

iii) Tax adjustment relating to earlier years

19.06

(1756.79)

6.32

Profit / (Loss) After Tax (PAT)

(993.14)

(5,080.94)

Other Comprehensive Income (OCI)

5.34

(21.50)

Total Comprehensive Income for the Year

(987.80)

(5,102.44)

2. FINANCIAL HIGHLIGHTS AND OPERATION

The Key highlights pertaining to the business of the Company for the Financial Year 2024-25 have been given
hereunder:

• The Total Revenue from operations of the Company during the financial year 2024-25 was Rs. 644.27 Lakhs
against the revenue from operations of Rs. 3,985.71 Lakhs in the previous financial year 2023-24.

• The Net Profit/(Loss) before tax and prior item for the year under review at Rs. (974.09) Lakhs was more than
the loss in the previous year of Rs. (6,831.40) Lakhs.

• The Net Profit/(Loss) after tax for the year under review at Rs. (993.14) Lakhs was more than that of loss in the
previous year of Rs. (5,080.94) Lakhs. The Earning Per Share (EPS) of the company is minus Rs. (4.86) per share.

• Your Directors are hopeful about the performance of the company to be better in the upcoming financial years.

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

There are no material changes and commitments affecting financial position of the company, which occurred after
the end of the financial year i.e., March 31, 2025 except the Restructuring proposal with the Lender.

The Company''s financing arrangements, including restructuring efforts, have failed, resulting in overdue payments.
Lenders have initiated recovery proceedings under the SARFAESI Act through the National Company Law Tribunal
(NCLT) and the Debt Recovery Tribunal (DRT). The Company has not been able to finalize renegotiations or secure
alternative funding. During the year, a bank sold hypothecated property worth ^9.81 crore and adjusted the proceeds
against the outstanding loan; however, the Company has challenged this action at DRT and has recorded the amount
under "Other Liabilities" as suspense. Management is actively engaging with lenders to develop a revival or settlement
plan.

All the company''s bank accounts have been frozen by the banks. This action has severely restricted the company''s
ability to carry out normal banking transactions, impacting its liquidity position and day-to-day operations. The
company is routing all its banking transactions through third parties (including related parties).

As per provisions for trade receivables of Rs. 3,751.67 lakhs have been made, considering various factors such as past
operations, follow-up with customers, and these debtors are subject to confirmations.

The Company''s net worth has turned negative, and the financial statements have been prepared on a going concern
basis. However, this, along with matters detailed in Note 33— including non-payment of salaries however paid by
promotors through their own fund, ESI, PF, TDS, and cessation of manufacturing activities in the last quarter of the
financial year—indicates the existence of material uncertainty that casts significant doubt on the Company''s ability to
continue as a going concern.

The company is engaged in the business of procurement and processing of milk and manufacturing and sale of Ghee,
Butter, Milk Powder, packaged milk and other milk products. These are edible items for human consumption and have
limited shelf life and are perishable in nature. As stated in the Audited Balance Sheet of March 31st, 2022, the
company has been victim of a series of extraneous circumstances due to COVID-19; such as low demand on account
of elongated lock downs in 2020 and 2021 which was the peak off take season, piling of inventory resulting into expiry
of shelf life of the products, downward correction in the inventory prices, delay in realization of debtors. These factors
have adversely impacted its cash flows and repayment capacity of the Company resultant the Company could not
service its debt on time and the accounts with the bank have been classified as sub-standard by the bank. These events
which were entirely beyond the control of the management have had material and adverse impact on the operations
and prospects of the company.

4. DIVIDEND

In view of losses incurred by the company during the year under review, the Board of directors has not recommended
dividend for the Year ended on 31st March, 2025.

5. TRANSFER TO RESERVES

In view of losses incurred by the company during the year under review, the Company has not transferred any amount
to reserve for the year ended on 31st March, 2025.

6. CHANGE IN SHARE CAPITAL STRUCTURE

During the year under review, the company has made no changes in the Capital Structure:

A) AUTHORISED SHARE CAPITAL

During the year under review 2024-25, the Authorised share capital of the company is Rs.36,25,00,000/-(Rupees
Thirty-Six Crores Twenty Five Lakhs only) divided into 2,40,00,000 equity shares of Rs.10 each and 1,22,50,000
Optionally Convertible Preference Shares of Rs. 10 each.

B) ISSUED, SUBSCRIBED AND PAID UP SHARE CAPITAL:

During the under review 2024-25, the issued, subscribed and paid up share capital of the company is Rs.32,64,00,000
(Thirty-Two Crores Sixty-Four Lakhs only) divided into 2,04,30,000 Equity shares of Rs.10 each and 1,22,10,000
Optionally Convertible Preference Shares of Rs. 10 each.

C) ISSUE OF BONUS SHARES:

During the year under review 2024-25, there was no Bonus issue of equity shares.

D) BUY BACK OF SECURITIES:

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

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

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

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

7. MATERIAL CHANGES DURING THE FINANCIAL YEAR 2024-25

During the year under review there is no material changes except the company have engaged with the lenders for
restructuring of their dues and proposal for the same has been submitted which is under consideration of the
lenders.

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

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

9. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

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

10. ACCOUNTS, AUDITORS AND AUDIT REPORT
Statutory Auditor

As per Section 139 of the Companies Act, 2013 (''the Act''), read with the Companies (Audit and Auditors) Rules,
2014, the members of the Company at their 31st Annual General Meeting held in the year 2023, approved the
appointment of M/s. AKGSR & Co. (FRN- 027579N), Chartered Accountants as the Statutory Auditors of the Company
for a term of 5 years i.e. from the conclusion of 31st Annual General Meeting till the conclusion of ensuing 36th
Annual General Meeting of the Company.

Accounts:

The notes on financial statement referred to in the Auditor''s Report except below mentioned qualified opinion and

emphasis of matter, all are self- explanatory and do not call for any further comments.

Auditors'' Report:

The Audit Reports dated May 30, 2025 issued by M/s. AKGSR & Co., Chartered Accountants, Statutory Auditors on

the company''s standalone financial statements for the financial year ended 2024-25 is a part of Annual Report.

Responses to qualifications, observations & emphasis of matter made by the statutory auditors in Standalone

Audit Report:

Audit Qualifications: Refer to the section of "Basis of Qualified Opinion" of the Independent Auditor Report on

Financial Statements (Standalone).

1. As disclosed in Note 33(i), the Company''s financing arrangements, including restructuring efforts, have failed,
resulting in overdue payments. Lenders have initiated recovery proceedings under the SARFAESI Act through
the National Company Law Tribunal (NCLT) and the Debt Recovery Tribunal (DRT). The Company has not been
able to finalize renegotiations or secure alternative funding. During the year, a bank sold hypothecated
property worth ^ 9.81 crore and adjusted the proceeds against the outstanding loan; however, the Company
has challenged this action at DRT and has recorded the amount under "Other Liabilities" as suspense.
Management is actively engaging with lenders to develop a revival or settlement plan.

2. As discussed in Note 33(ii) all the company''s bank accounts have been frozen by the banks. This action has
severely restricted the company''s ability to carry out normal banking transactions, impacting its liquidity
position and day-to-day operations. The company is routing all its banking transactions through third parties
(including related parties).

3. As per Note 33(iii), provisions for trade receivables of Rs. 3,751.67 lakhs have been made, considering various
factors such as past operations, follow-up with customers, and these debtors are subject to confirmations.

4. As disclosed in Note 34, the Company''s net worth has turned negative, and the financial statements have
been prepared on a going concern basis. However, this, along with matters detailed in Note 33—including
non-payment of salaries however paid by promotors through their own fund, ESI, PF, TDS, and cessation of
manufacturing activities in the last quarter of the financial year—indicates the existence of material
uncertainty that casts significant doubt on the Company''s ability to continue as a going concern.

Explanation and comments of the Board on Audit Qualifications:

1. Company has been facing slow recovery of outstanding receivables from dealers and distributors. All the
company''s bank accounts have been frozen by the banks. This action has severely restricted the company''s
ability to carry out normal banking transactions, impacting its liquidity position and day-to-day operations. The
company is routing all its banking transactions through third parties (including related parties).

2. The management has assessed that the As disclosed in Note 33(i), the Company''s financing arrangements,
including restructuring efforts, have failed, resulting in overdue payments. Lenders have initiated recovery
proceedings under the SARFAESI Act through the National Company Law Tribunal (NCLT) and the Debt Recovery
Tribunal (DRT). The Company has not been able to finalize renegotiations or secure alternative funding. During
the year, a bank sold hypothecated property worth ^ 9.81 crore and adjusted the proceeds against the
outstanding loan; however, the Company has challenged this action at DRT and has recorded the amount under
"Other Liabilities" as suspense. Management is actively engaging with lenders to develop a revival or settlement
plan.

3. In 2024-25 the Statutory Auditor of the Company has given qualified opinion in the Audit Report for the year
ended 31st March, 2024 which states that "As per Note 33(iii), provisions for trade receivables of Rs. 3,751.67

lakhs have been made, considering various factors such as past operations, follow-up with customers, and these
debtors are subject to confirmations.

The statement on impact of Audit Qualifications for audit report with modified opinion is attached along with
Standalone Audited Financial Statements.

The notes on financial statement referred to in the Auditor''s Report except above mentioned qualification, all are
self- explanatory and do not call for any further comments. The Statutory Auditors have not reported any incident
of fraud to the Audit Committee of the Company in the year under review.

For the Financial year 2024-25, the Statutory Auditor has not reported any instances of frauds committed in the
Company by its Officers or Employees.

Secretarial Auditor

M/s. S. Omer & Associates, Practicing Company Secretaries, were appointed to conduct the Secretarial audit of the
Company for the financial year 2025-26 & 2029-30 in the board meeting held on May 30, 2025, in terms of Section
204 of the Companies Act, 2013 and the rules there under subject to the approval of Shareholders. The Secretarial
Audit Report for the financial year 2024-25 forms the part of the Director Report as ANNEXURE-I to the Director
Report and the points given in the Report are self- explanatory and do not call for any further comments.

Internal Auditor:

"The Internal Auditor of the Company resigned from the position with effect from 31st March, 2025. The Company
is in the process of identifying and appointing a suitable and qualified candidate to fill the vacancy at the earliest."
The Internal Audit Reports of the company are reviewed by the Audit Committee on monthly basis. The Internal
Auditors send the quarterly audit observation to the company and the same were presented to the Audit
Committee.

Cost Auditor:

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

The Board of Directors at their meeting held on May 30, 2025 have appointed M/s Rakesh Misra and Co., Cost
Accountant as Cost Auditor for the financial year 2025-26, at a remuneration as specified in the notice convening
the Annual General Meeting. Accordingly, the Board recommends the same for ratification by the shareholders at
the ensuing Annual General Meeting. The Audit of the Cost Records for the financial year ended 31st March 2025,
is being conducted by the said firm and the Report will also be filed with the Ministry of Corporate Affairs,
Government of India.

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

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

11. CHANGE IN NATURE OF BUSINESS, IF ANY

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

12. DETAILS OF DIRECTORS & KEY MANAGERIAL PERSONNEL

The Board of Directors is duly constituted with an optimum combination of Executive and Non- Executive Directors,

Independent Directors and one Woman Director.

• During the year under review, Mr. Atul Mehra (DIN: 00811607) ceased to be a Whole-Time Director (WTD) of
the Company upon completion of his tenure of 5 (five) years as Whole-Time Director (WTD) from the close of
business hours of May 8, 2025 although he will continue to serve the Company as an Executive Director cum
chairperson of the Board.

• During the year under review, Mr. Atul Mehra (DIN-00811607) re-appointment as an Additional Director
(Executive) cum chairperson of the Company who shall hold office for a period of five (5) consecutive years
with effect from May 30, 2025 subject to the approval of the shareholder.

• During the year under review, Mr. Narendra Shankar Sathe (DIN 07195257) have completed their second term
as Independent Director on May 28, 2025. Consequently, he ceased to be the Independent Directors of the
Company w.e.f close of business hours of May 28, 2025.

• During the year under review, Mr. Aman Tiwari (DIN: 08495617) have completed their first term as
Independent Director on May 29, 2025. Consequently, he ceased to be the Independent Directors of the
Company w.e.f close of business hours of May 29, 2025.

• During the year under review, Mr. Aman Tiwari (DIN: 08495617) re-appointment as an Additional
Independent Director (Non-executive) of the Company who shall hold office for a period of two (2)
consecutive years with effect from May 30, 2025 subject to the approval of the shareholder.

Except for the above, there was no change in the Directors of the Company and Key Managerial Personnel ("KMP")
of the Company during the year under review.

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

13. INDEPENDENT DIRECTOR DATABANK REGISTRATION

Pursuant to a notification dated October 22, 2019 issued by the Ministry of Corporate Affairs, all directors have
completed the registration with the Independent Directors Databank. Requisite disclosures have been received
from the directors in this regard. Your Company has received annual declarations from all the Independent
Directors of the Company confirming that they have already registered their names with the data bank maintained
by the Indian Institute of Corporate Affairs ["IICA"] as prescribed by the Ministry of Corporate Affairs under the
relevant rules.

14. DEPOSITS

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

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

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

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

a) Conservation of Energy:

(i) Steps taken for
conservation

During the year under review, your company for the purpose of energy conservation
one of the Boiler was worked upon and upgraded to increase the efficiency of Boiler
and will result in conservation of energy by efficient use of steam energy.

*Further we are using Plate Heat Exchanger, Condenser Recovery system, which
further adds the step to Energy Conservation.

*Falling Film Chiller is giving best heat transfer and maintaining desired temp all the
time hence leading to Conservation of Energy.

*Synchronization of process with the utility like running of Ammonia Compressor,
boiler chilled water as per planned processing needs in consultation with shift in
charge.

(ii) Steps taken for utilizing
alternate sources of energy

*LED lights being used as an alternate source of energy.

*Boiler Furnace with high temperature bricks, more water re-circulation line, full
nozzles with required bed along with recirculation line of fine particles of un burnt
particles gathered in multi cyclone dust collector.

(iii) Capital investment on

As per Financial Statement

energy conservation
equipment

b) Technology Absorption:

(i) Efforts made for

* Milk Homogenizer(MH) is being used.

technology

absorption

(i) Benefits derived

*Milk homogenizer breaks the milk & its additions to molecular level hence increasing
shelf life and tastes. This is a new technology in the field of liquid milk manufacture.

(i) Expenditure on

NIL

Research

& Development, if any

(ii) Details of technology
imported, if any

NIL

(iii) Year of import

N/A

(iv) Whether imported
technology fully
Absorbed

N/A

(v) Areas where

N/A

absorption of imported
technology has not
taken place, if any

EXPORT ACTIVITIES - During the financial year 2024-25 under review, the foreign exchange earnings is NIL

FOREIGN EXCHANGE EARNINGS AND OUTGO

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

Particulars

As at 31.03.2025

As at 31.03.2024

Expenditures:

Travelling and other business expenditure

NIL

NIL

Total Outflow

NIL

NIL

Total Inflow

NIL

NIL

15 a. EXTRA ORDINARY GENERAL MEETINGS / POSTAL BALLOT

During the year under review, the Company has not conducted any Extra Ordinary General Meeting.

16. DISCLOSURES

a. EXTRACT OF ANNUAL RETURN

A copy of the annual return for financial year 2024-25 is placed on the website of the Company at
www.tastydairy.com under investor section, under Annual Report sub-section, prepared in accordance with the
provisions of the Companies Act, 2013 with the information available up to the date of this report, and shall be
further updated as soon as possible but no later than sixty days from the date of the Annual General Meeting.
(Refer http://tastvdairv.com/images/Draft%20annual%20return%20fv2024-25.pdf )

b. NUMBER OF MEETINGS OF BOARD

7 (Seven) meetings of the Board of Directors.

11 (Eleven) committee meetings as per annexures. 1 (One) Exclusive meeting of Independent directors held during the

year. The detail of which is annexed to this report as "Annexure-B".

c. DIRECTORS'' RESPONSIBILITY STATEMENT

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

responsibility Statement:

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

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

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

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

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

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

d. DECLARATION BY INDEPENDENT DIRECTORS

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

e. COMMITTEES OF THE BOARD

During the year under review, the Board has 5 committees: Audit Committee, Nomination & Remuneration
Committee, the Corporate Social Responsibility Committee, Stakeholders'' Relationship Committee and
Management committee and 1 Independent Directors Committee.

AUDIT COMMITTEE

As per the provisions of Section 177 of the Companies Act, 2013, Audit Committee of the Board of Directors of the
company has an optimum composition of Executive, Non-executive and Independent Director as required under the
Act and the members of Audit Committee met Seven (7) times during the year.

Name of

Date of Audit committee meetings

No. of

Directors

meeting

attended

20.05.24

06.07.24

22.07.24

14.08.24

02.09.24

14.11.24

14.02.25

Count

Mrs. Vimi
Sinha

Present

Present

Present

Present

Present

Present

Present

7

Mr. Aman
Tiwari

Absent

Present

Absent

Absent

Absent

Present

Present

3

Mr.

Narendra

Shankar

Sathe

Present

Present

Present

Present

Present

Present

Present

7

Mahendra

Kumar

Singh

Present

Present

Present

Present

Present

Present

Present

7

NOMINATION AND REMUNERATION COMMITTEE AND POLICY

As per the provisions of Section 178 of the Companies Act, 2013, The Nomination and Remuneration Committee of the
Board of Directors of the company has an optimum composition of Executive, Non-executive and Independent Director
as required under the Act and the members of Nomination and Remuneration Committee met 1 (One) times during the
year.

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

Names

Category

Date of meeting

Meetings attended

26.04.2024

¦

Mr. Narendra Shankar Sathe

Chairman

Present

1

Mr. Aman Tiwari

Member

Present

1

Mrs. Vimi Sinha

Member

Present

1

CORPORATE SOCIAL RESPONSIBLITIES COMMITTEE

The Board has constituted the Corporate Social Responsibility Committee and based on the recommendation of the
Committee approved the CSR Policy of the Company in accordance with Section 135 of the Act and rules made
thereunder and the members of CSR Committee met 1 (One) time during the year.

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

Names

Category

Date of meeting

Meetings

07.10.2024

attended

Mr. Atul Mehra

Chairman

Present

1

Mr. Narendra Shankar Sathe

Member

Present

1

Mr. Aman Tiwari

Member

Absent

0

STAKEHOLDER''S RELATIONSHIP COMMITTEE

During the year under review, the members of Stakeholder''s Relationship Committee met 1 (one) time during the year.
The details of the composition and meetings of its committees is provided:

Names

Category

Date of meeting

Meetings

07.10.2024

attended

Mr. Narendra Shankar Sathe

Chairman of the meeting

Present

1

Mr. Aman Tiwari

Member

Absent

0

Mrs. Vimi Sinha

Member

Present

1

Mr. Atul Mehra

Member

Present

1

Mr. Mahendra Kumar Singh

Member

Present

1

INDEPENDENT DIRECTOR COMMITTEE

During the year under review, the members of Independent Directors Committee met 1 (one) time during the year.
The details of the composition and meetings of its committees is provided:

Names

Category

Date of meeting

Meetings

26.04.2024

attended

Mrs. Vimi Sinha

Chairman of the meeting

Present

1

Mr. Aman Tiwari

Member

Present

1

Mr. Narendra Shankar Sathe

Member

Present

1

MANAGEMENT COMMITTEE

During the year under review, the members of Management Committee met 1 (one) time during the year.
The details of the composition and meetings of its committees is provided:

Names

Category

Date of meeting

Meetings

09.12.2024

attended

Mr. Atul Mehra

Chairman of the meeting

Present

1

Mr. Aman Tiwari

Member

Absent

0

Mr. Mahendra Kumar Singh

Member

Present

1

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

Particulars of loans, guarantees and investments under Section 186 of the Companies Act, 2013 are provided in the
notes to the financial statements for the year ended March 31, 2025

During the year under review, company has not made any Loans, guarantee, and investment which requires compliance
of Section 186(3) of the Companies Act, 2013.

g. BOARD EVALUATION

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

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

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

For the Financial year 2024-25, the Statutory Auditor has not reported any instances of frauds committed in the
Company by its Officers or Employees.

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

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

i. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

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

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

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

j. RISK MANAGEMENT POLICY

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

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

k. PARTICULARS OF EMPLOYEES

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

b) For the Financial year 2024-25, the Statutory Auditor has not reported any instances of frauds committed in the
Company by its Officers or Employees.

c) Information as per Section 197(2) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personal) Amendment Rules, 2016 forming part of the Director''s Report for the
year ended 31st March, 2025 is not required to be furnished as no employees was employed for Rs. 1,02,00,000/-
or more per year or Rs.8,50,000/- or more per month for any part of the Year.

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

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

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

The following is the summary of sexual harassment complaints received and disposed-off during the financial year
2024-25.

No of Complaints Received

NIL

No of Complaints Disposed off

I

NIL

m. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

n. APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE:

As on the date of the Report no application is pending against the Company under Insolvency and Bankruptcy Code,
2016 and the Company did not file any application under IBC during the F.Y. 2024-25.

o. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE
AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review there has been no one-time settlement of loans taken from Banks and Financial
Institution.

p. CORPORATE SOCIAL RESPONSIBILITY

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

During the year under review Due to a loss, CSR activities are not applicable to our company.

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

q. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management''s Discussion and Analysis Report for the year under review, is presented in a separate section forming
part of the Annual Report and is annexed herewith as "ANNEXURE -D".

r. CEO/ CFO CERTIFICATION:

In terms of Regulation 17(8) of the Listing Regulations, the CFO has certified to the Board of Directors of the Company
with regard to the financial statements and other matters specified in the said regulation for the financial year 2024¬
25. The certificate received from CFO is attached herewith as per "ANNEXURE - E".

s. LISTING FEES:

The Company affirms that the annual listing fees for the year 2024-25 to The Bombay Stock Exchange Limited (BSE)
has been duly paid. As on date no outstanding dues.

t. VIGIL MECHANISM AND WHISTLE BLOWER MECHANISM

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

The mechanism provides for adequate safeguards against victimization of Directors and employees who avail the
vigil mechanism. In exceptional cases, Directors and employees have direct access to the Chairman of the Audit
Committee. The detailed disclosure of the Vigil Mechanism & Whistle Blower Policy is available at
www.tastydairy.com under Investor desk -> investor information section.

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

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

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

Pursuant to amendments in the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,
2015 vide the Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations,
2018, the Company adopted the new "Code of Practices and Procedures for Fair Disclosure of Unpublished Price
Sensitive Information"(''''Fair Disclosure Code") incorporating a policy for determination of ''''Legitimate Purposes" as
per Regulation 8 and Schedule A to the said regulations w.e.f. 1st April, 2019.

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

v. COMPLIANCE WITH THE CODE OF CONDUCT

The Board has formulated code of Conduct for the Board Members and Senior Management of the company, which
has been posted on the website of the company. It is affirmed that all the directors and senior management have
complied with the code of conduct framed by the company and confirmation from all the directors, KMP and senior
management has been obtained in respect of the F.Y. 31st March 2025. "ANNEXURE- F".

w. CORPORATE GOVERNANCE

Corporate Governance is, essentially, a philosophy. It encompasses not only the regulatory and legal requirements,
but also the voluntary practices developed by the Company to protect the best interests of all stakeholders. The
Company complies with all the Standards, Guidelines and Principles governing disclosures and obligations set out by
the Securities and Exchange Board of India (SEBI) and the Stock Exchanges on corporate governance.

A separate report on Corporate Governance along with Certificate from M/s. S. Omer & Associates, Practicing
Company Secretaries, Kanpur on compliance with the conditions of Corporate Governance as per Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided as a part of
this Annual Report. (ANNEXURE- G)

Your Company has made all information, required by investors, available on the Company''s website
www.tastydairy.com under Investor desk of Corporate Governance section.

x. CERTIFICATE OF NON DISQUALIFICATION OF DIRECTORS

Pursuant to Regulation 34(3) and Schedule V, Para C, Clause (10)(i) of SEBI (LODR)Regulations,2015, Certificate of
non-disqualification of Directors as on 31.03.2025 has been received from Practicing Company Secretary and
annexed as "ANNEXURE -H" of the Directors'' report.

ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation for the assistance and co-operation received from the Banks,
Members, Esteemed Customers and Suppliers & Buyers during the year under review. Your Directors also wish to
place on record their deep sense of appreciation for the committed services by the Employees of the Company.

By the order of Board of
For Tasty Dairy Specialities Limited

ATUL MEHRA MAHENDRA KUMAR SINGH

Director Director

Date : September 05, 2025

DIN : 00811607 DIN : 02727150

Place : Kanpur


Mar 31, 2024

Your Directors present the 32nd Annual Report of the Company highlighting the business and operations of the Company and the Audited Financial Statements for the Financial Year ended 31st March, 2024.

1. FINANCIAL RESULTS

The Company''s financial performance for the year ended March 31, 2024 is summarized below:

/Amniint in I althcl

Particulars

F.Y. 2023-24

FY 2022-23

Net Sales

3,970.29

10,991.67

Other Operating Income

15.42

151.80

Total Revenue

3,985.71

11,143.47

Add: Other Income

15.30

102.88

Less: i) Total Expenditure

10,832.42

12,201.83

Profit before Finance Cost, Depreciation, Amortisation Expenses and Tax

(5885.87)

(191.73)

Less:

i) Finance Cost

729.55

630.07

ii) Depreciation and Amortisation Expenses

215.98

133.68

Profit / (Loss) before Tax and exceptional items

(6,831.40)

(955.48)

Exceptional items

-

1,022.11

Profit / (Loss) before Tax (PBT)

(6,831.40)

66.63

Less:

i) Current Tax

-

-

ii) Deferred Tax

(1756.79)

68.84

iii) Tax adjustment relating to earlier years

6.32

6.94

Profit / (Loss) After Tax (PAT)

(5,080.94)

(9.15)

Other Comprehensive Income (OCI)

(21.50)

2.88

Total Comprehensive Income for the Year

(5,102.44)

(6.27)

2. FINANCIAL HIGHLIGHTS AND OPERATION

The Key highlights pertaining to the business of the Company for the Financial Year 2023-24 have been given

hereunder:

• The Total Revenue from operations of the Company during the financial year 2023-24 was Rs. 3,985.71 Lakhs against the revenue from operations of Rs. 11,143.47 Lakhs in the previous financial year 2022-23.

• The Net Profit/(Loss) before tax and prior item for the year under review at Rs. (6,831.40) Lakhs against the loss in the previous year of Rs. 66.63 Lakhs.

• The Net Profit/(Loss) after tax for the year under review at Rs. (5,080.94) Lakhs against loss in the previous year of Rs. (9.15) Lakhs. The Earning Per Share (EPS) of the company is minus Rs. (24.87) per share.

• Your Directors are hopeful about the performance of the company to be better in the upcoming financial years.

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

There are no material changes and commitments affecting financial position of the company, which occurred after the end of the financial year i.e., March 31, 2024 except the Restructuring proposal with the Lender.

The company is engaged in the business of procurement and processing of milk and manufacturing and sale of Ghee, Butter, Milk Powder, packaged milk and other milk products. These are edible items for human consumption and have limited shelf life and are perishable in nature. As stated in the Audited Balance Sheet of March 31st, 2022, the company has been victim of a series of extraneous circumstances due to COVID-19; such as low demand on account of elongated lock downs in 2020 and 2021 which was the peak off take season, piling of inventory resulting into expiry of shelf life of the products, downward correction in the inventory prices, delay in realization of debtors. These factors have adversely impacted its cash flows and repayment capacity of the Company resultant the Company could not service its debt on time and the accounts with the bank have been classified as sub-standard by the bank. These events which were entirely beyond the control of the management have had material and adverse impact on the operations and prospects of the company.

The Company''s financing arrangements, including restructuring plans, have failed, and the outstanding amounts are overdue for payment. The lenders have initiated recovery proceedings against the company under the provisions of the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (SARFAESI Act) by moving to the National Company Law Tribunal (NCLT) and the Debt Recovery Tribunal (DRT). The Company has been unable to finalize renegotiations or secure alternative funding. The management of the company is actively engaged with the lenders to develop a revival/ settlement plan.

The provisions for trade receivables of Rs. 3,839.83 lakhs have been made, considering various factors such as past operations, follow-up with customers, and confirmations obtained from customers. Further, as disclosed in Note 5, there have been significant reversals of inventory amounting to Rs. 2,781.05 lakhs based on a report from ASM auditors, which states that the inventory has become unfit for human consumption.

4. DIVIDEND

In view of losses incurred by the company during the year under review, the Board of directors have not recommended dividend for the Year ended on 31st March, 2024.

5. TRANSFER TO RESERVES

In view of losses incurred by the company during the year under review, the Company has not transferred any amount to reserve for the year ended on 31st March, 2024.

6. CHANGE IN SHARE CAPITAL STRUCTURE

During the year under review, the company has not made any changes in the Capital Structure:

A) AUTHORISED SHARE CAPITAL

During the year under review 2023-24, the Authorised share capital of the company is Rs.36,25,00,000/-(Rupees Thirty-Six Crores Twenty Five Lakhs only) divided into 2,40,00,000 equity shares of Rs.10 each and 1,22,50,000 Preference Shares of Rs. 10 each.

B) ISSUED, SUBSCRIBED AND PAID UP SHARE CAPITAL:

During the under review 2023-24, the issued, subscribed and paid up share capital of the company is Rs.32,64,00,000 (Thirty-Two Crores Sixty-Four Lakhs only) divided into 2,04,30,000 Equity shares of Rs.10 each and 1,22,10,000 Optionally Convertible Preference Shares of Rs. 10 each.

C) ISSUE OF BONUS SHARES:

During the year under review 2023-24, there was no Bonus issue of equity shares.

D) BUY BACK OF SECURITIES:

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

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

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

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

7. MATERIAL CHANGES DURING THE FINANCIAL YEAR 2023-24

During the year under review there is no material changes except the company have engaged with the lenders for restructuring of their dues and proposal for the same has been submitted which is under consideration of the lenders.

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

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

9. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

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

10. ACCOUNTS, AUDITORS AND AUDIT REPORT Statutory Auditor

As per Section 139 of the Companies Act,2013 (''the Act''), read with the Companies (Audit and Auditors) Rules, 2014, the members of the Company at their 31st Annual General Meeting held in the year 2023, approved the appointment of M/s. AKGSR & Co. (FRN- 027579N), Chartered Accountants as the Statutory Auditors of the Company for a term of 5 years i.e. from the conclusion of 31st Annual General Meeting till the conclusion of ensuing 36th Annual General Meeting of the Company.

Accounts:

The notes on financial statement referred to in the Auditor''s Report except below mentioned qualified opinion and emphasis of matter, all are self- explanatory and do not call for any further comments.

Auditors'' Report:

The Audit Reports dated July 06, 2024 issued by M/s. AKGSR & Co., Chartered Accountants, Statutory Auditors on

the company''s standalone financial statements for the financial year ended 2023-24 is a part of Annual Report.

Responses to qualifications, observations & emphasis of matter made by the statutory auditors in Standalone

Audit Report:

Audit Qualifications: Refer to the section of "Basis of Qualified Opinion" of the Independent Auditors'' Report on

Financial Statements (Standalone).

1. As discussed in Note 33(i), the Company''s financing arrangements, including restructuring plans, have failed, and the outstanding amounts are overdue for payment. The lenders have initiated recovery proceedings against the company under the provisions of the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (SARFAESI Act) by moving to the National Company Law Tribunal (NCLT) and the Debt Recovery Tribunal (DRT). The Company has been unable to finalize renegotiations or secure alternative funding. The management of the company is actively engaged with the lenders to develop a revival/ settlement plan.

2. As discussed in Note 33(ii) all the company''s bank accounts have been frozen by the banks. This action has severely restricted the company''s ability to carry out normal banking transactions, impacting its liquidity position and day-to-day operations. The company is routing all its banking transactions through third parties (including related parties).

3. As per Note 33(iii), provisions for trade receivables of Rs. 3,839.83 lakhs have been made, considering various factors such as past operations, follow-up with customers, and confirmations obtained from customers. Further, as disclosed in Note 5, there have been significant reversals of inventory amounting to Rs. 2,781.05 lakhs based on a report from ASM auditors, which states that the inventory has become unfit for human consumption.

4. As stated in Note 34, the net worth of the Company has become negative due to these actions, and the management has prepared the financial statements on a going concern basis. These events or situations, along with other matters set forth in Notes 33, indicate the existence of a material uncertainty that cast significant doubt on the Company''s ability to continue as a going concern.

Explanation and comments of the Board on Audit Qualifications:

1. Company has been facing slow recovery of outstanding receivables from dealers and distributors. The management of the Company has been decided to make provision of a potential uncollectible debt owed by debtors (ECL) Rs 2582.26 lacs. The expected credit loss and doubtful receivables is Rs. 2682.26 lacs and have been adjusted in accounts by making provision for expected credit impairment at the end of the year.

2. The management has assessed the deteriorated stock and valued it on realisable value and then the difference has been written off.

3. In 2023-24 the Statutory Auditor of the Company has given qualified opinion in the Audit Report for the year ended 31st March, 2024 which states that "As per Note 33(iii), provisions for trade receivables of Rs. 3,839.83 lakhs have been made, considering various factors such as past operations, follow-up with customers, and confirmations obtained from customers. Further, as disclosed in Note 5, there have been significant reversals of inventory amounting to Rs. 2,781.05 lakhs based on a report from ASM auditors, which states that the inventory has become unfit for human consumption.

The statement on impact of Audit Qualifications for audit report with modified opinion is attached along with

Standalone Audited Financial Statements.

The notes on financial statement referred to in the Auditor''s Report except above mentioned qualification, all are self- explanatory and do not call for any further comments. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

Secretarial Auditor

M/s. GSK & Associates, Practicing Company Secretaries, the secretarial auditor of the company has resigned from his office before expiring of the tenure, due to pre occupation in other assignments of the firm.

M/s. S. Omer & Associates, Practicing Company Secretaries, were appointed to conduct the Secretarial audit of the Company for the financial year 2023-24 & 2024-25 in the board meeting held on July 22, 2024, in terms of Section 204 of the Companies Act, 2013 and the rules there under. The Secretarial Audit Report for the financial year 202324 forms the part of the Directors'' Report as ANNEXURE-I to the Directors'' Report and the points given in the Report are self- explanatory and do not call for any further comments.

Responses to qualifications, observations & emphasis of matter made by the secretarial auditors in Standalone Audit Report:

Observations:

a. Whereas in terms of the provisions of Section 178(1) of the Companies Act, 2013 and regulation 19(1) of the SEBI (LODR) Regulations, 2015, the Company was required to constitute Nomination and Remuneration Committee with atleast three non-executive directors out of which atleast fifty percent directors shall be independent directors, however, on account of the resignation of Mr. Neeraj Kanodia, Non-executive Independent Director, the constitution of the committee shaken and the casual vacancy was filled after the prescribed time period of three months causing for default in constitution of Nomination and Remuneration Committee. The BSE had imposed a penalty for default in constitution of Nomination and Remuneration Committee, which is yet to be paid by the company.

b. Whereas in terms of regulation 3(5) of the SEBI (Prohibition of Insider Trading) Regulations, 2015, the was required to have an inhouse Structured Digital Database for managing and recording the dissemination of unpublished price sensitive information. The company has installed the same in the June 2023 and the same has become operative in the July 2023.

c. Whereas the company had issued Optionally Convertible Preference Shares (OCPS) to Punjab National Bank pursuant to Debt Restructuring Agreement. As per the terms of issue of OCPS, the company was required to redeem a certain percentage of OCPS every year, however the company has not redeemed any OCPS.

d. Whereas in terms of Regulation 24A of the SEBI (LODR) Regulations, 2015, the Secretarial Compliance Report for the FY 2022-23 was filed after the due date. Fine imposed by the BSE had been paid by the company.

e. Whereas report of the Internal Auditor not presented to verify.

f Whereas no details presented before us to verify the compliance with section 185 of the Companies Act, 2013

Explanation and comments of the Board on Audit Qualifications:

a. Delay in filling the casual vacancy caused due non-availability of appropriate candidate. Vacancy has been filled in the the NRC has been reconstituted in accordance with the provisions. The Company has applied for waiver of penalty imposed by the BSE keeping in view the financial conditions of the company, decision of the BSE is yet to be delivered

b. The observation is self-explanatory and requires no further clarification

c. Keeping in view the financial condition of the company, it was not possible to redeem the preference shares.

d. The observation is self-explanatory and requires no further clarification

e. The report will be provided to the Auditor as soon as possible

f. The required documents will be presented before the auditor for their satisfaction as soon as possible Tasty Dairy Specialities Ltd. | Annual Report 2024

Internal Auditor:

Company has appointed Mr. Ved Prakash Agnihotri, as Internal Auditor of the Company, to conduct internal audit and to review internal controls and operating systems and procedures as per the scope of the audit. The Internal Audit Reports of the company are reviewed by the Audit Committee on monthly basis. The Internal Auditors send the quarterly audit observation to the company and the same were presented to the Audit Committee.

Cost Auditor:

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

The Board of Directors at their meeting held on July 06, 2024 have appointed M/s Rakesh Misra and Co., Cost Accountant as Cost Auditor for the financial year 2024-25, at a remuneration as specified in the notice convening the Annual General Meeting. Accordingly, the Board recommends the same for ratification by the shareholders at the ensuing Annual General Meeting. The Audit of the Cost Records for the financial year ended 31st March 2024, is being conducted by the said firm and the Report will also be filed with the Ministry of Corporate Affairs, Government of India.

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

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

11. CHANGE IN NATURE OF BUSINESS, IF ANY

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

12. DETAILS OF DIRECTORS & KEY MANAGERIAL PERSONNEL

The Board of Directors is duly constituted with an optimum combination of Executive and Non- Executive Directors, Independent Directors and one Woman Director.

• During the year under review, Mr. Neeraj Kanodia, Independent Director (DIN- 07195262) of the Company resigned from the directorship of the Company.

• Mr. Aman Tiwari (DIN: 08495617) was appointed as Independent Director by the Board of Directors in their meeting dated 30th March, 2024 to fill the casual vacancy caused by resignation of Mr. Neeraj Kanodia as an Independent Director, he shall hold office till 28th May 2025 His appointment is subject to the Shareholder''s approval which will be duly obtained in the Annual General Meeting held on 30th September, 2024.

Except for the above, there was no change in the Directors of the Company and Key Managerial Personnel ("KMP") of the Company during the year under review.

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

13. INDEPENDENT DIRECTOR DATABANK REGISTRATION

Pursuant to a notification dated October 22, 2019 issued by the Ministry of Corporate Affairs, all directors have completed the registration with the Independent Directors Databank. Requisite disclosures have been received from the directors in this regard. Your Company has received annual declarations from all the Independent Directors of the Company confirming that they have already registered their names with the data bank maintained by the Indian Institute of Corporate Affairs ["IICA"] as prescribed by the Ministry of Corporate Affairs under the relevant rules.

14. DEPOSITS

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

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

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

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

a) Conservation of Energy:

(i) Steps taken for conservation

During the year under review, your company for the purpose of energy conservation one of the Boiler was worked upon and upgraded to increase the efficiency of Boiler and will result in conservation of energy by efficient use of steam energy.

*Further we are using Plate Heat Exchanger, Condenser Recovery system, which further adds the step to Energy Conservation.

* Falling Film Chiller is giving best heat transfer and maintaining desired temp all the time hence leading to Conservation of Energy.

*Synchronization of process with the utility like running of Ammonia Compressor, boiler chilled water as per planned processing needs in consultation with shift in charge.

(ii) Steps taken for utilizing alternate sources of energy

*LED lights being used as an alternate source of energy.

*Boiler Furnace with high temperature bricks, more water re-circulation line, full nozzles with required bed along with recirculation line of fine particles of un burnt particles gathered in multi cyclone dust collector.

(iii) Capital investment on energy conservation equipment

As per Financial Statement

b) Technology Absorption:

(i) Efforts made for technology absorption

* Milk Homogenizer(MH) is being used.

(i) Benefits derived

*Milk homogenizer breaks the milk & its additions to molecular level hence increasing shelf life and tastes. This is a new technology in the field of liquid milk manufacture.

(i) Expenditure on Research

& Development, if any

NIL

(ii) Details of technology imported, if any

NIL

(iii) Year of import

N/A

(iv) Whether imported technology fully Absorbed

N/A

(v) Areas where absorption of imported technology has not taken place, if any

N/A

EXPORT ACTIVITIES - During the financial year 2023-24 under review, the foreign exchange earnings is NIL FOREIGN EXCHANGE EARNINGS AND OUTGO

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

Particulars

As at 31.03.2024

As at 31.03.2023

Expenditures:

Travelling and other business expenditure

NIL

NIL

Total Outflow

NIL

NIL

Total Inflow

NIL

NIL

15 a. EXTRA ORDINARY GENERAL MEETINGS / POSTAL BALLOT

During the year under review, the Company has not conducted any Extra Ordinary General Meeting.

16. DISCLOSURES

a. EXTRACT OF ANNUAL RETURN

A copy of the annual return for financial year 2023-24 is placed on the website of the Company at www.tastydairy.com under investor section, under Annual Report sub-section, prepared in accordance with the provisions of the Companies Act, 2013 with the information available up to the date of this report, and shall be further updated as soon as possible but no later than sixty days from the date of the Annual General Meeting. (Refer http://tastvdairv.com/images/Draft%20annual%20return%20fy2022-23.pdf )

b. NUMBER OF MEETINGS OF BOARD

Tasty Dairy Specialities Ltd. | Annual Report 2024

10 (Ten) meetings of the Board of Directors.

9 (Nine) committee meetings as per annexures. 1 (One) Exclusive meeting of Independent directors held during the year. The detail of which is annexed to this report as "Annexure-B".

c. DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

d. DECLARATION BY INDEPENDENT DIRECTORS

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

e. COMMITTEES OF THE BOARD

During the year under review, the Board has 5 committees: Audit Committee, Nomination & Remuneration Committee, the Corporate Social Responsibility Committee, Stakeholders'' Relationship Committee and Management committee and 1 Internal Complaint Committee.

AUDIT COMMITTEE

As per the provisions of Section 177 of the Companies Act, 2013, Audit Committee of the Board of Directors of the company has an optimum composition of Executive, Non-executive and Independent Director as required under the Act and the members of Audit Committee met Five (5) times during the year.

Name of Directors

Date of Audit committee meetings

No. of

meeting

attended

30.05.2023

14.08.2023

02.09.2023

10.11.2023

12.02.2024

Count

Mrs. Vimi Sinha

Present

Present

Present

Present

Present

5

Mr. Neeraj Kanodia

Absent

Absent

Absent

Absent

Absent

0

Mr. Narendra Shankar Sathe

Present

Present

Present

Present

Present

5

Mahendra Kumar Singh

Present

Present

Present

Present

Present

5

NOMINATION AND REMUNERATION COMMITTEE AND POLICY

As per the provisions of Section 178 of the Companies Act, 2013, The Nomination and Remuneration Committee of the Board of Directors of the company has an optimum composition of Executive, Non-executive and Independent Director as required under the Act and the members of Nomination and Remuneration Committee met 1 (One) times during the year.

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

Names

Category

Date of meeting

Meetings attended

¦

Mr. Narendra Shankar Sathe

Chairman

Present

1

Mr. Neeraj Kanodia

Member

Present

1

Mrs. Vimi Sinha

Member

Present

1

CORPORATE SOCIAL RESPONSIBLITIES COMMITTEE

The Board has constituted the Corporate Social Responsibility Committee and based on the recommendation of the Committee approved the CSR Policy of the Company in accordance with Section 135 of the Act and rules made thereunder and the members of CSR Committee met 1 (One) time during the year.

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

Names

Category

Date of meeting

Meetings

attended

Mr. Atul Mehra

Chairman

Present

1

Mr. Narendra Shankar Sathe

Member

Present

1

Mr. Neeraj Kanodia

Member

Present

1

STAKEHOLDER''S RELATIONSHIP COMMITTEE

During the year under review, the members of Stakeholder''s Relationship Committee met 1 (one) time during the year. The details of the composition and meetings of its committees is provided:

Names

Category

Date of meeting

Meetings

attended

Mr. Narendra Shankar Sathe

Chairman of the meeting

Present

1

Mr. Neeraj Kanodia

Member

Present

1

Mrs. Vimi Sinha

Member

Present

1

Mr. Atul Mehra

Member

Present

1

Mr. Mahendra Kumar Singh

Member

Present

1

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

Particulars of loans, guarantees and investments under Section 186 of the Companies Act, 2013 are provided in the notes to the financial statements for the year ended March 31, 2024

During the year under review, company has not made any Loans, guarantee, and investment which requires compliance of Section 186(3) of the Companies Act, 2013.

g. BOARD EVALUATION

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

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

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

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

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

i. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

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

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

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

j. RISK MANAGEMENT POLICY

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

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

k. PARTICULARS OF EMPLOYEES

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

b) Information as per Section 197(2) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personal) Amendment Rules, 2016 forming part of the Director''s Report for the year ended 31st March, 2024 is not required to be furnished as no employees was employed for Rs.1,02,00,000/-or more per year or Rs.8,50,000/- or more per month for any part of the Year.

l. REPORTING UNDER THE PROVISIONS OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,

PROHIBITION AND REDRESSAL) ACT, 2013

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

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

The following is the summary of sexual harassment complaints received and disposed-off during the financial year 2023-24.

No of Complaints Disposed off NIL

m. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

n. APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE:

As on the date of the Report no application is pending against the Company under Insolvency and Bankruptcy Code, 2016 and the Company did not file any application under IBC during the F.Y. 2023-24.

o. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review there has been no one-time settlement of loans taken from Banks and Financial Institution.

p. CORPORATE SOCIAL RESPONSIBILITY

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

During the year under review Due to a loss, CSR activities are not applicable to our company.

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

q. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management''s Discussion and Analysis Report for the year under review, is presented in a separate section forming part of the Annual Report and is annexed herewith as "ANNEXURE -D".

r. CEO/ CFO CERTIFICATION:

In terms of Regulation 17(8) of the Listing Regulations, the CFO has certified to the Board of Directors of the Company with regard to the financial statements and other matters specified in the said regulation for the financial year 202324. The certificate received from CFO is attached herewith as per "ANNEXURE - E".

s. LISTING FEES:

The Company affirms that the annual listing fees for the year 2023-24 to The Bombay Stock Exchange Limited (BSE) has been duly paid. As on date no outstanding dues.

t. VIGIL MECHANISM AND WHISTLE BLOWER MECHANISM

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

The mechanism provides for adequate safeguards against victimization of Directors and employees who avail the vigil mechanism. In exceptional cases, Directors and employees have direct access to the Chairman of the Audit Committee. The detailed disclosure of the Vigil Mechanism & Whistle Blower Policy is available at www.tastydairy.com under Investor desk -> investor information section.

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

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

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

Pursuant to amendments in the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 vide the Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018, the Company adopted the new "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information"("Fair Disclosure Code") incorporating a policy for determination of "Legitimate Purposes" as per Regulation 8 and Schedule A to the said regulations w.e.f. 1st April, 2019.

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

v. COMPLIANCE WITH THE CODE OF CONDUCT

The Board has formulated code of Conduct for the Board Members and Senior Management of the company, which has been posted on the website of the company. It is affirmed that all the directors and senior management have complied with the code of conduct framed by the company and confirmation from all the directors, KMP and senior management has been obtained in respect of the F.Y. 31st March 2024. "ANNEXURE- F".

w. CORPORATE GOVERNANCE

Corporate Governance is, essentially, a philosophy. It encompasses not only the regulatory and legal requirements, but also the voluntary practices developed by the Company to protect the best interests of all stakeholders. The Company complies with all the Standards, Guidelines and Principles governing disclosures and obligations set out by the Securities and Exchange Board of India (SEBI) and the Stock Exchanges on corporate governance.

A separate report on Corporate Governance along with Certificate from M/s. S. Omer & Associates, Practicing Company Secretaries, Kanpur on compliance with the conditions of Corporate Governance as per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided as a part of this Annual Report. (ANNEXURE- G)

Your Company has made all information, required by investors, available on the Company''s website www.tastydairy.com under Investor desk of Corporate Governance section.

x. CERTIFICATE OF NON DISQUALIFICATION OF DIRECTORS

Pursuant to Regulation 34(3) and Schedule V, Para C, Clause (10)(i) of SEBI (LODR)Regulations,2015, Certificate of non-disqualification of Directors as on 31.03.2024 has been received from Practicing Company Secretary and annexed as "ANNEXURE -H" of the Directors'' report.

y. Secretarial Standards

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of the Company Secretaries of India and such systems are adequate and operating effectively

ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation for the assistance and co-operation received from the Banks, Members, Esteemed Customers and Suppliers & Buyers during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Employees of the Company.

By the order of Board of For Tasty Dairy Specialities Limited

ATUL MEHRA MAHENDRA KUMAR SINGH

Whole time Director Director

Date : September 02, 2024

DIN : 00811607 DIN : 02727150

Place : Kanpur


Mar 31, 2018

To

The Members of

Tasty Dairy Specialities Limited

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

1. FINANCIAL RESULTS

(Amount in Lakhs)

Particulars

For the Year ended 31st March, 2018

For the Year ended 31st March, 2017

Revenue from Operations

33,186.44

23,879.13

Other Income

44.37

23.91

Total Income

33,230.81

23,903.04

Profit before Interest, Depreciation and Taxes

1401.92

1,320.31

Less: Depreciation and Amortization expenses

230.40

269.10

Less: Interest on borrowings (Finance cost)

467.15

463.67

Profit before tax (PBT) and prior period expenses

704.37

587.54

Tax Expenses:

Less: Net Current Tax

183.13

157.24

Add: Deferred Tax

(13.14)

(21.63)

Net Profit/(Loss) after tax (PAT)

534.38

451.93

Earnings per share (Basic &Diluted)

3.42*

Rs. 3.01

Paid Up Share Capital

Rs.204,300,000

Rs.90,000,000

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

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

2. FINANCIAL HIGHLIGHTS AND OPERATION

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

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

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

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

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

3. DIVIDEND

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

4. TRANSFER TO RESERVES

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

5. CHANGE IN SHARE CAPITAL STRUCTURE

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

A) AUTHORISED SHARE CAPITAL

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

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

B) ISSUED, SUBSCRIBED AND PAID UP SHARE CAPITAL:

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

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

C) ISSUE OF BONUS SHARES:

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

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

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

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

Sl No.

Name of Director

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

Holding in (%)

1

Mr. Atul Mehra

1479000

7.24%

2

Mr. Prem Nandan Mehra

15000

0.07%

3

Mr. Narendra Shankar Sathe

1500

0.007%

D) BUY BACK OF SECURITIES:

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

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

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

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

6. MATERIAL CHANGES DURING THE FINANCIAL YEAR 2017-18

a) Listing on “BSE - SME PLATFORM”

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

b) MOU signed

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

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

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

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

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

9. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

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

10. ACCOUNTS, AUDITORS AND AUDIT REPORT Statutory Auditor

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

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

Accounts:

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

Auditors’ Report:

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

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

Internal Auditor :

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

Secretarial Auditor

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

Cost Auditor :

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

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

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

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

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

11. CHANGE IN NATURE OF BUSINESS, IF ANY

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

12. DETAILS OF DIRECTORS & KEY MANAGERIAL PERSONNEL

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

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

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

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

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

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

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

13. DEPOSITS

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

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

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

EXPORT ACTIVITIES

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

FOREIGN EXCHANGE EARNINGS AND OUTGO

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

15. DISCLOSURES

a. EXTRACT OF ANNUAL RETURN

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

b. NUMBER OF MEETINGS OF BOARD

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

c. DIRECTORS’ RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

d. DECLARATION BY INDEPENDENT DIRECTORS

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

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

e. COMMITTEES OF THE BOARD

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

AUDIT COMMITTEE

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

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

Chairman and Members

Category

Meetings held during the tenure of directors

Meetings attended

Mr. Neeraj Kanodia

Chairman

4

4

Mr. Narendra Shankar Sathe

Member

4

4

Mr. Prem Nandan Mehra

Member

4

2

NOMINATION AND REMUNERATION COMMITTEE AND POLICY

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

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

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

Chairman and Members

Category

Meetings held during the tenure of directors

Meetings attended

Mr. Narendra Shankar Sathe

Chairman

5

5

Mr. Neeraj Kanodia

Member

5

5

Mr. Prem Nandan Mehra

Member replaced

3

1

Mrs. Vimi Sinha

Member appointed

2

2

CORPORATE SOCIAL RESPONSIBLITIES COMMITTEE

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

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

Chairman and Members

Category

Meetings held during the tenure of directors

Meetings attended

Mr. Atul Mehra

Chairman

2

2

Mr. Narendra Shankar Sathe

Member

2

2

Mr. Neeraj Kanodia

Member

2

2

STAKEHOLDER’S RELATIONSHIP COMMITTEE

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

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

Chairman and Members

Category

Meetings held during the tenure of directors

Meetings attended

Mr. Narendra Shankar Sathe

Chairman

1

1

Mr. Atul Mehra

Member

1

1

Mr. Mahendra Kumar Singh

Member

1

1

Mrs. Vimi Sinha

Member

1

1

Mr. Neeraj Kanodia

Member

1

1

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

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

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

g. BOARD EVALUATION

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

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

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

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

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

i. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

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

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

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

j. RISK MANAGEMENT POLICY

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

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

k. PARTICULARS OF EMPLOYEES

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

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

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

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

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

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

No of Complaints Received

NIL

No of Complaints Disposed off

NIL

m. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

n. CORPORATE SOCIAL RESPONSIBILITY

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

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

o. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

p. CEO/ CFO CERTIFICATION:

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

q. LISTING FEES:

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

r. VIGIL MECHANISM AND WHISTLE BLOWER MECHANISM

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

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

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

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

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

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

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

u. COMPLIANCE WITH THE CODE OF CONDUCT

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

v. SHARE PRICE DATA

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

SHARE PRICE MOVEMENT DATA(MONTHLY)

Month

High

Low

February, 2018

53.50

46.05

March, 2018

52.85

40

April, 2018

48.50

43.75

May, 2018

43.1

42

June, 2018

42.10

33.70

July, 2018

39.05

32.05

August, 2018

38.65

35.50

w. CORPORATE GOVERNANCE

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

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

ACKNOWLEDGEMENTS

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

By the order of Board of

for Tasty Dairy Specialities Limited

PREM NANDAN MEHRA MAHENDRA KUMAR SINGH

Director Director

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

Place : Kanpur

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article

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