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Tribhovandas Bhimji Zaveri Directors Report, Tribhovandas Reports by Directors
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Tribhovandas Bhimji Zaveri

BSE: 534369|NSE: TBZ|ISIN: INE760L01018|SECTOR: Diamond Cutting & Jewellery & Precious Metals
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Directors Report Year End : Mar '18    Mar 17

To,

The Members of

Tribhovandas Bhimji Zaveri Limited,

The Directors are pleased to present the Eleventh Annual Report on the business and operations of your Company together with the audited financial statements and Auditor’s Report for the financial year ended 31st March, 2018:

Financial Results:

The financial performance of your Company for the financial year ended 31st March, 2018 is summarized below:

Particulars

Standalone Financials

31-Mar-18 (Rs. in Lakhs)

31-Mar-17 (Rs. in Lakhs)

Revenue from operations

175,568.51

169,796.20

Earnings before Finance Cost, Depreciation and Amortization

7,309.87

7,053.18

Add: Other Income

704.27

406.43

Less: Finance Cost

3,974.34

5,022.11

Less: Depreciation and Amortization expenses

849.35

870.61

Net Profit before Exceptional items & Taxes

3,190.45

1,566.89

Add: Exceptional items

-

-

Net Profit for the year before Taxes

3,190.45

1,566.89

Less: Provision for Taxes

Current Tax / MAT

981.00

165.27

MAT Credit

-

(165.27)

Deferred Tax Charge

103.97

83.02

Provision pertaining to earlier years

-

(190.35)

Profit for the year

2,105.48

1,674.22

Add: Other Comprehensive income

(36.42)

(25.41)

Total Comprehensive income for the year

2,069.06

1,648.81

Add: Balance Brought Forward from Previous Year

21,732.16

20,083.35

Surplus Available for Appropriation

23,801.23

21,732.16

Appropriations:

Transfer to General Reserve

-

-

Total Appropriations

-

-

Surplus Available after Appropriation

23,801.23

21,732.16

Add: Balance in Security Premium Account

16,791.35

16,791.35

Add: Balance General Reserve

1,401.47

1,401.47

Add: Balance Capital Reserve

-

-

Balance carried forward to Balance Sheet

41,994.05

39,924.98

Financial Performance:

Your Company has reported revenue profit during the financial year 2017-18. Total income increased to Rs. 176,272.78 Lakhs from Rs. 170,202.63 Lakhs in the previous financial year, at an increased rate of 3.57%. The profit before tax increased to Rs. 3,190.45 Lakhs, up by 103.62% while net profit after tax increased to Rs. 2,105.48 Lakhs, up by 25.76%.

The Gross Profit Margin for the financial year 2017-18 has increased to 14.02% as compared to 13.94% in the previous financial year. In the absolute term the Gross Profit has increased to Rs. 24,609.98 Lakhs as compared to Rs. 23,677.60 Lakhs during the previous financial year.

The EBITDA for the financial year 2017-18 has increased to 4.16% as compared to 4.15% in the previous financial year.

During the current financial year, your Company has opened four owned mall stores at Sea Woods Mall, Navi Mumbai, R-City Mall, Ghatkopar (West), Phoenix Mall, Lower Parel and Phoenix Mall, Pune and shut down one store at Aurangabad, Maharashtra. Your Company has also opened two new franchisee stores at Jamnagar, Gujarat and Bhopal, Madhya Pradesh totaling the number of showrooms to thirty seven in twenty six cities and eleven states.

Dividend:

Your Directors are pleased to recommend the dividend of 7.50%, i.e. dividend of Rs. 0.75 (Seventy Five Paise only) per equity share of face value of Rs. 10 each for the financial year ended 31st March, 2018, subject to the approval of the Members at the ensuing Annual General Meeting, against the dividend of ‘ NIL per equity share of face value of Rs. 10 each, i.e. NIL% for the previous financial year ended 31st March, 2017. Your Company will pay the tax on dividend as per the provisions of the Income Tax Act, 1961. It is not proposed to transfer any amount to General Reserve for the year under review.

The total outgo for the current financial year amounts to Rs. 60,335,471 (Rupees Six Crores Three Lakhs Thirty Five Thousand Four Hundred Seventy One only) including dividend distribution tax of Rs. 10,287,506 (Rupees One Crore Two Lakhs Eighty Seven Thousand Five Hundred Six only) for the current financial year ended 31st March, 2018, as compared to the dividend of ‘ NIL for the previous financial year ended 31st March, 2017.

Changes in Nature of Business, if any:

During the financial year 2017-18 there was no change in nature of business of your Company.

Material Changes and Commitments:

There have been no material changes and commitments since the close of the financial year i.e. 31st March, 2018 till the date of signing of this Director’s Report, affecting the financial position of your Company.

Changes in Authorised Share Capital:

During the financial year 2017-18 there was no change in the Authorised Share Capital of your Company.

Changes in Paid-up Share Capital:

During the financial year 2017-18 there was no change in the Paid-up Share Capital of your Company.

Wholly Owned Subsidiary Company:

As required under Rule 8(1) of the Companies (Accounts) Rules, 2014, the Board’s Report has been prepared on the basis of standalone financial statements and a report on performance and financial position of the wholly owned subsidiary included in the consolidated financial statements is presented and is stated in this report.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of your Company, containing therein its standalone and the consolidated financial statements has been placed on the website of your Company, www.tbztheoriginal.com. Further, as per fourth proviso of the said section, audited annual accounts of the subsidiary company has also been placed on the website of your Company, www.tbztheoriginal.com. Members interested in obtaining a copy of the audited annual accounts of the wholly owned subsidiary company may write to the Company Secretary at your Company’s corporate office or email to investors@tbzoriginal.com.

For the year under review your Company has two wholly owned subsidiaries namely; (i) Tribhovandas Bhimji Zaveri (Bombay) Limited and (ii) Konfiaance Jewellery Private Limited. But as on 31st March, 2018 your Company has only one subsidiary company namely; Tribhovandas Bhimji Zaveri (Bombay) Limited.

Konfiaance Jewellery Private Limited was a non-operational company and has no turnover in previous years and the Company was also not planning to do any business in that Company and due to that reason, it was decided to Liquidate the affairs (winding-up) of this wholly-owned subsidiary company as Voluntary Liquidation. To give effect to this the Board of Directors of holding company as well as wholly-owned subsidiary company at its Board Meeting dated 2nd August, 2017, have approved to Liquidate the affairs (winding-up) of Konfiaance Jewellery Private Limited, Wholly Owned Subsidiary of your Company under Voluntary Liquidation Process. At the Extra Ordinary General Meeting of Konfiaance Jewellery Private Limited held on 28th August, 2017 the members have approved by way of Special Resolution, the winding up of the affairs of the company by Members’ Voluntary Liquidation Process. Your Company has voluntarily given intimation under the outcome of the Board Meeting to Stock Exchanges (NSE & BSE) on 2nd August, 2017 to follow a good corporate governance; as Konfiaance Jewellery Private Limited, is not a material wholly owned subsidiary company and not falling under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Konfiaance Jewellery Private Limited, which was wholly owned subsidiary company of your Company is under the process of Voluntary Liquidation. The Voluntary Liquidation process has begun on 28th August, 2017 in pursuance of provisions of Section 59 of the Insolvency and Bankruptcy Code, 2016 and Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017 and the process of voluntary liquidation has been completed on 31st March, 2018. As required under Regulation 38 (2) and (3) of the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017, the liquidator has prepared and submitted the final report to the Insolvency and Bankruptcy Board of India and the Registrar of Companies and the application for dissolution of the company is being filed with the National Company Law Tribunal as required by Section 59 (7) and all other applicable provisions of the Insolvency and Bankruptcy Code, 2016.

Your Company has constituted “Policy on Determining Material Subsidiaries” in accordance with the Regulation 16(1)(c) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy will be used to determine the material subsidiaries of your Company and to provide governance framework for such subsidiaries. As per the Policy and as per the requirements of the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 none of the wholly owned subsidiary companies are material subsidiary company of your Company. The Policy on determining material subsidiaries is available on your Company’s website at the link: http://www.tbztheoriginal. com/pdf/TBZ-Material%20Subsidiary% 20Policy.pdf.

As per the requirements of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015, the audited consolidated financial statements of your Company incorporating its wholly owned subsidiary company is prepared in accordance with applicable Indian Accounting Standards (Ind AS) are enclosed herewith.

Tribhovandas Bhimji Zaveri (Bombay) Limited

Tribhovandas Bhimji Zaveri (Bombay) Limited is operating its manufacturing activities from 106, Kandivali Industrial Estate, Charkop, Kandivali (West), Mumbai - 400 067. The said property is taken on Leave & License basis from your Company (i.e. holding company).

Tribhovandas Bhimji Zaveri (Bombay) Limited, during the financial year 2017-18, has reported a total revenue of Rs. 2,028.83 Lakhs and has incurred profit before tax of Rs. 14.17 Lakhs and profit after tax of Rs. 11.46 Lakhs.

Performance/ State of company’s Affairs:

As on 31st March, 2018, your Company was operating from thirty seven showrooms in twenty six cities and eleven states out of which thirty two showrooms are its own showrooms and five franchise showrooms and your Company has one Corporate Office at Tulsiani Chambers, Nariman Point.

Recent Development(s):

During the current financial year, your Company has opened four owned mall stores at Sea Woods Mall, Navi Mumbai, R-City Mall, Ghatkopar (West), Phoenix Mall, Lower Parel and Phoenix Mall, Pune and shut down one store at Aurangabad, Maharashtra. Your Company has also opened two new franchisee stores at Jamnagar, Gujarat and Bhopal, Madhya Pradesh totaling the number of showrooms to thirty seven in twenty six cities and eleven states.

Awards & Recognition:

During the year under review your Company has won following awards:

Year

Awards

2017

‘India’s most preferred jewellery brand’ award given by UBM India

New Product Launch:

Wedding collection: Every year your Company is coming out with new ‘Wedding Collection’ as the iconic jewellery brand with a legacy of over 152 year introduced its new collection of diamond and gold jewellery to mark the beginning of the festive and wedding season. No Two Brides are the Same was the theme of this year’s wedding TVC & Collection. As it celebrated the unique spirit of each bride with specially crafted jewellery to suit the different personalities. The TVC encouraged the bride to be exactly what she has always dreamt to be however crazy it is.

credit Rating

During the year under review, CRISIL has reviewed the Credit Rating on the long-term bank facilities of your Company at ‘CRISIL BBB / Stable’ (Reaffirmed) vide letter Ref. No. TBZPL/18209/BLR/061717651 dated 21st June, 2017 which is stated as follows:

Total Bank Loan Facilities Rated

Rs. 7,350 Million

Long-Term Rating

CRISIL BBB / Stable (Reaffirmed)

Decrease in inventories:

The inventory of your Company as on 31st March, 2018 has decreased by Rs. 540.80 Lakhs as compared to the inventory on 31st March, 2017. The decrease in inventory is due to inventory rationalisation.

Operations:

The operations of your Company are elaborated in the annexed Management Discussion and Analysis Report.

Hedge Accounting / Derivative Financial instruments: Embedded Derivative:

An embedded derivative is a component of a hybrid (combined) instrument that also includes a non-derivative host contract - with the effect that some of the cash flows of the combined instrument vary in a way similar to a standalone derivative. An embedded derivative causes some or all of the cash flows that otherwise would be required by the contract to be modified according to a specified variable. Your Company enters into purchase gold contract, in which the amount payable is not fixed based on gold price on the date of purchase, but instead is affected by changes in gold

prices in future. Such transactions are entered into to protect against the risk of gold price movement in the purchased gold. Accordingly, such unfixed payables (gold loan) are considered to have an embedded derivative. Your Company designates the gold price risk in such instruments as hedging instruments, with gold inventory considered to be the hedged item. The hedged risk is gold prices movement.

Derivative are initially measured at fair value. Subsequent to initial recognition, derivative are measured at fair value, and changes there in are generally recognised in profit and loss.

At the inception of a hedge relationship, your Company formally designates and documents the hedge relationship to which your Company wishes to apply hedge accounting and the risk management objective and strategy for undertaking the hedge. The documentation includes your Company’s risk management objective and strategy for undertaking hedge, the hedging/ economic relationship, the hedged item or transaction, the nature of the risk being hedged, hedge ratio and how the entity will assess the effectiveness of changes in the hedging instrument’s fair value in offsetting the exposure to changes in the hedged item’s fair value attributable to the hedged risk. Such hedges are expected to be highly effective in achieving offsetting changes in fair value and are assessed on an ongoing basis to determine that they actually have been highly effective throughout the financial reporting periods for which they were designated.

Commodity forward contract of NIL is outstanding as on 31st March, 2018 (31st March, 2017: 20 kgs was outstanding). Hedging loss is Rs. 9.99 Lakhs as on 31st March, 2018 (31st March, 2017: Mark to market loss of Rs. 1.16 Lakhs) is accounted in other expenses.

Related Party Transactions:

All contracts/ arrangements/ transactions entered by your Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis. During the year, there are no materially significant related party transactions entered by your Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of your Company at large.

All related party transactions are placed before the Audit Committee and before the Board for their approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and to the Board of Directors at their Board Meetings for their approval on a quarterly basis.

There are no material related party transactions which are not in ordinary course of business or which are not on arm’s length basis and hence there is no information to be provided as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

The policy on Materiality on Related Party Transactions and manner of dealing with Related Party Transactions as approved by the Board is uploaded on your Company’s website at the link: http://www.tbztheoriginal.com/pdf/Policy%20on%20 Materiality%20of%20Related%20Party%20Transcations%20 &%20Dealing%20with%20RPT.pdf.

None of the Independent Directors has any pecuniary relationships or transactions vis-a-vis your Company.

A statement of related party transactions pursuant to Indian Accounting Standard (Ind AS) - 24 forms a part of notes to accounts.

Transfer to Reserves:

During the year under review, your Company has transferred ‘ NIL to the General Reserve.

Particulars of Loans given, Investments made, Guarantees given and Securities provided under Section 186 of the Companies Act, 2013:

Particulars of loans given, investments made, guarantees given and securities provided covered under the provisions of Section 186 of the Companies Act, 2013, are given in the notes to the standalone financial statements provided in this Annual Report.

Fixed Deposits / Deposits:

During the year under review your Company has not accepted or invited any fixed deposits from the public and there were no outstanding fixed deposits from the public as on the Balance Sheet date.

Your Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

Insurance:

All the insurable interests of your Company including inventories, buildings, plant and machinery and liabilities are adequately insured.

Corporate Social Responsibility (CSR) Initiatives:

As part of its initiatives under Corporate Social Responsibility (CSR), the Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by your Company, which has been approved by the Board and are in accordance with Schedule VII of the Companies Act, 2013.

The CSR Policy may be accessed on your Company’s website at the link: http://www.tbztheoriginal.com/pdf/TBZ-%20CSR%20 Policy%20-%2004.08.2014.pdf.

Your Company is committed towards the “Corporate Social Responsibility (CSR)” initiatives as per the requirement of Section 135 of the Companies Act, 2013 (“Act”). The details of the composition of the Corporate Social Responsibility (CSR) Committee are disclosed in the Corporate Governance Report forming part of this Annual Report.

As part of initiatives under “Corporate Social Responsibility (CSR)”, for the financial year 2017-18, your Company has shortlisted the specific activities/ projects in the area of (a) ‘Promoting Healthcare including Preventive Healthcare’, which is falling under item (i) of Schedule VII of the Act; (b) ‘Promoting Education’ which is falling under item (ii) of Schedule VII of the Act and (c) ‘Promoting gender equality and women’s empowerment which is falling under item (iii) of Schedule VII of the Act. Your Company will also undertake other need based initiatives in compliance with Schedule VII to the Act.

As per Section 135 of the Companies Act, 2013, the total amount of CSR contribution is coming to Rs. 2,301,402 (Rupees Twenty Three Lakhs One Thousand Four Hundred and Two Only) for the financial year 2017-18. You Company has made total CSR contribution of Rs. 2,303,200 (Rupees Twenty Three Lakhs Three Thousand Two Hundred Only) for the financial year 2017-18. The prescribed CSR Expenditure required to be done by your Company has been spend as CSR activities for the financial year 2017-18. During the financial year 2017-18 there is no amount left unspent for the financial year 2017-18.

The total CSR contribution of Rs. 2,303,200 (Rupees Twenty Three Lakhs Three Thousand Two Hundred Only) were contributed to (1) Cancer Patient Aid Association (CPAA) of Rs. 360,000 for Promoting Healthcare including Preventive Healthcare; (2) West Wind Association of Rs. 50,000 for Promotion of Education Activities; (3) Under CSR Activity of your Company carries out CSR Activities for promoting gender equality and women’s empowerment under its main project known as “Pankhi Project”. Your Company has made total CSR Contribution of Rs. 1,893,200 for the financial year 2017-18 and out of which Rs. 60,000 was incurred towards administrative expenses and balance Rs. 1,833,200 made to various organisations such as: (a) Baroda Citizen Council (BCC) of Rs. 396,000 for providing family counseling; (b) Ahmedabad Women’s Action Group (AWAG) of Rs. 396,000 for providing family counseling; (c) Stree Mukti Sangathan of Rs. 506,200; (d) Bharatiya Stree Shakti of Rs. 535,000. These NGO’S/ organization carry out projects which are largely in accordance with Schedule VII of the Companies Act, 2013.

Your Company is fully committed to make contributions towards CSR Activities of your Company as per the requirement of Section 135 of the Companies Act, 2013.

The Annual Report on CSR activities is annexed herewith as “Annexure - A”

Business Risk Management:

SEBI has come out with the circular on the requirement of constitution of Risk Management Committee of the Board as per the requirement of the Listing Agreement (Regulations). As per SEBI Circular Reference No. SEBI/LAD-NRO/GN/2015-16/013 dated 2nd September, 2015 issued by Securities and Exchange Board of India (SEBI) and as per the requirement of Regulation 21(5) of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 shall be applicable to top 100 companies by market capitalization as at the end of the immediate previous financial year.

Accordingly, constitution of Risk Management Committee is not compulsory for your Company. To follow Corporate Governance in the right spirit, your Company has voluntarily constituted the Risk Management Committee of the Board. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Annual Report.

Your Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

Your Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance your Company’s competitive advantage. Risk Management Committee provides assistance to the Board of Directors in fulfilling its objective of controlling / monitoring various risks prevailing in the functioning of your Company in day to day life including the Gold Price Risk Management Policy of your Company as well as mitigating the risk on hedging in domestic as well as international market.

The Key Business Risks Identified by Your Company and its Mitigation Plan are as under:

(i) Gold Price Fluctuation Risk:

Prices of gold keep on fluctuating and in last one year there were huge fluctuations observed in gold prices due to various international factors and stringent domestic government policies. To mitigate this risk of gold price fluctuation your Company has started doing hedging in domestic market to protect your Company from the gold price fluctuation. Your Company’s endure is to maximize procurement of inventory on gold loan as well as procurement of gold bar under gold loan scheme from various banks which will also help to reduce risk of your Company due to gold price fluctuation and takes care of natural hedging.

(ii) Competition Risks:

The jewellery industry is becoming intensely competitive with few organized sectors and majority of unorganized sectors in local area, with the foray of new entrants and many of the existing unorganized players adopting inorganic growth strategies. To mitigate this risk, your Company is leveraging on its expertise, experience and its created capacities to increase market share, enhance brand equity/ visibility and enlarge product portfolio and various tactical offers.

Disclosure under Section 164(2):

None of the Directors of your Company are disqualified from being appointed as Directors as specified under Section 164(2) of the Companies Act, 2013.

Directors:

In accordance with the provision of Section 152 and all other applicable provisions of the Companies Act, 2013, Independent Directors are not liable to retire by rotation and for the purpose of calculation of ‘total number of Directors’ who are liable to retire by rotation this shall not include Independent Directors. Mr. Shrikant Zaveri (DIN: 00263725), Chairman & Managing Director of your Company, is the Director not liable to retire by rotation. Ms. Binaisha Zaveri (DIN: 00263657) and Ms. Raashi Zaveri (DIN: 00713688), Whole-time Directors of your Company are the Directors who are liable to retire by rotation.

Ms. Raashi Zaveri (DIN: 00713688), Whole-time Director of your Company, retires by rotation at the 11th Annual General Meeting of your Company, and being eligible, offers herself for re-appointment.

Members at 9th Annual General Meeting of your Company held on 19th September, 2016, have re-appointed Mr. Shrikant Zaveri (DIN: 00263725), Chairman & Managing Director and Ms. Binaisha Zaveri (DIN: 00263657) and Ms. Raashi Zaveri (DIN: 00713688), Whole-time Directors of your Company for the period of five years from 1st January, 2016 to 31st December, 2020 and fixed their remuneration for the period of three years, i.e. from 1st January, 2016 to 31st December, 2018. Your Company proposes to fix the remuneration payable to Mr. Shrikant Zaveri (DIN: 00263725), Chairman & Managing Director and Ms. Binaisha Zaveri (DIN: 00263657) and Ms. Raashi Zaveri (DIN: 00713688), Whole-time Directors of your Company for the balance period of two years of their term, i.e. from 1st January, 2019 to 31st December, 2020 subject to the approval of Members by way of Special Resolution at the ensuing 11th Annual General Meeting of your Company and the details of the same will be available in the Notice of Annual General Meeting forming part of the Annual Report.

Pursuant to Sections 149, 152 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 along with Schedule IV of the Act (including any statutory modification(s) or re-enactment thereof for the time being in force), the Independent Directors can hold office for a first term of five consecutive years on the Board of Directors of your Company. Mr. Kamlesh Vikamsey (DIN: 00059620), Mr. Ajay Mehta (DIN: 00028405) and Mr. Sanjay Asher (DIN: 00008221); Independent Directors of your Company were appointed to hold office for the period of first term of five consecutive years upto 31st March, 2019, in the 7th Annual General Meeting of your Company held on 24th September, 2014. As per provisions of the Companies Act, 2013, Independent Directors shall not be liable to retire by rotation.

The current tenure, i.e. the first term of five consecutive years of appointment of all three Non-Executive Independent Directors, namely, Mr. Kamlesh Vikamsey (DIN: 00059620), Mr. Ajay Mehta (DIN: 00028405) and Mr. Sanjay Asher (DIN: 00008221); is expiring on 31st March, 2019. The terms of appointment of all three Independent Directors are not expiring at this Annual General Meeting. As per the requirement of Sections 149, 152 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 along with Schedule IV of the Act (including any statutory modification(s) or reenactment thereof for the time being in force) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors are eligible for re-appointment for the further / second term of five consecutive years subject to approval of Members by way of Special Resolution at the ensuing 11th Annual General Meeting.

The members of the Nomination and Remuneration Committee in their meeting held on 2nd May, 2018, have reviewed and evaluated the performance of all three Independent Directors for the current and past few years and have approved and recommended to the Board for the re-appointment of all three Non-Executive Independent Directors, namely, Mr. Kamlesh Vikamsey (DIN: 00059620), Mr. Sanjay Asher (DIN:00008221) and Mr. Ajay Mehta (DIN: 00028405), as per the requirement of provisions of Section 160 and all other applicable provisions of the Companies Act, 2013.

Based on the approval and recommendation of the members of the Nomination and Remuneration Committee, the Board has reviewed and evaluated the performance of current as well as past few years of all three Independent Directors and based on evaluation of performance, the Board considered that their continued association would be of immense benefit to your Company and it is desirable to continue to avail services of all three Independent Directors, namely, Mr. Kamlesh Vikamsey (DIN: 00059620), Mr. Sanjay Asher (DIN:00008221) and Mr. Ajay Mehta (DIN: 00028405), as Non-Executive Independent Directors. Accordingly, the Board has approved and recommends to re-appointment of Mr. Kamlesh Vikamsey (DIN: 00059620), Mr. Sanjay Asher (DIN:00008221) and Mr. Ajay Mehta (DIN: 00028405), as an Independent Directors (Non-Executive) for a further / second term of five consecutive years, with effect from 1st April, 2019; i.e. from 1st April, 2019 to 31st March, 2024 as per provision of Section 149(10) of the Companies Act, 2013 and these Independent Directors shall not be liable to retire by rotation at every Annual General Meeting of your Company, pursuant to provision of Section 149(13) read with Section 152 of the Act, subject to approval of the Members by way of Special Resolution at ensuing 11th Annual General Meeting.

Your Company has received the Notice from a Member proposing candidature of all three Independent Directors, namely, Mr. Kamlesh Vikamsey (DIN: 00059620), Mr. Sanjay Asher (DIN:00008221) and Mr. Ajay Mehta (DIN: 00028405), for the office of Independent Director of your Company as per requirement of Section 160 of the Companies Act, 2013 and their re-appointment is approved and recommended to the Board by the members of the Nomination and Remuneration Committee. In the opinion of the Board Mr. Kamlesh Vikamsey (DIN: 00059620), Mr. Sanjay Asher (DIN:00008221) and Mr. Ajay Mehta (DIN: 00028405) fulfils the conditions specified in the Companies Act, 2013 and Rules made thereunder and applicable Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for their reappointment for further/ second term of consecutive five years as an Independent Directors of your Company and are independent of the Management. Your Company has received declaration of independence from aforesaid Independent Directors as prescribed under Section 149(6) of the Companies Act, 2013 and SEBI(LODR), Regulations, 2015.

Your Company has a program to familiarize Independent Directors with regard to their roles, rights, responsibilities in your Company, nature of the industry in which your Company operates, the business model of your Company, etc. The purpose of Familiarization Programme for Independent Directors is to provide insights into your Company to enable the Independent Directors to understand its business in depth and contribute significantly to your Company. Your Company has already carried out the familiarization programme for Independent Directors. The Familiarization Programme Imparted to Independent Directors in terms of Regulation 25(7) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is available on the website of your Company at link: http:// www.tbztheoriginal.com/pdf/TBZ-Familiarisation%20Program (17-18).pdf.

Statement of Declaration given by Independent Directors under Section 149(7) of the Companies Act, 2013:

All the Independent Directors have given declarations under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

Key Managerial Personnel:

Pursuant to provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 following persons are acting as Key Managerial Personnel of your Company:

Mr. Shrikant Zaveri, Chairman & Managing Director, Ms. Binaisha Zaveri and Ms. Raashi Zaveri, Whole-time Directors and Mr. Saurav Banerjee, Chief Financial Officer (CFO) and Mr. Niraj Oza, Head - Legal & Company Secretary of your Company are the Key Managerial Personnel of your Company.

Your Company does not have separate position of Chief Executive Officer (CEO), as all the responsibilities of Chief Executive Officer (CEO) has been discharged by Mr. Shrikant Zaveri, Chairman & Managing Director of your Company.

Annual Evaluation of Performance / Board Evaluation Criteria:

Your Company believes that systematic evaluation contributes significantly to improved performance at the three levels; organizational, Board and Individual Board Member. It encourages the leadership, team work, accountability, decision making, communication and efficiency of the Board. Evaluation also ensures teamwork by creating better understanding of Board dynamics, management relations and thinking as a group within the Board. The process includes multi layered evaluation based on well-defined criteria consisting of relevant parameters.

Pursuant to the applicable provisions of the Companies Act, 2013 and Regulations 17(10), 25(4) and all other applicable Regulation(s) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, and of its Directors individually, Chairperson of your Company as well as the evaluation of the working of its Committees. The manner in which evaluation has been carried out has been explained in detail in the Corporate Governance Report, which forms part of this Annual Report.

Nomination, Remuneration and Evaluation Policy:

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management, their remuneration and their evaluation. In compliance with the provision of Section 178 of the Companies Act, 2013 and the Listing Regulations Nomination, Remuneration and Evaluation Policy is forming a part of Director’s Report as “Annexure - D”.

Number of Meetings:

A calendar of Meetings is prepared and circulated in advance to the Directors.

The Board of Directors met for five times during the year and members of the Audit Committee met four times during the year.

During the financial year 2017-18, five Board Meetings were convened and held on 3rd May, 2017, 2nd August, 2017, 19th September, 2017, 29th November, 2017 and 5th February, 2018. Total four Audit Committee Meetings were convened and held on 3rd May, 2017, 2nd August, 2017, 29th November, 2017 and 5th February, 2018. The details of the meetings are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Directors’ Responsibility Statement:

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statements in terms of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013:

(a) that in preparation of the annual accounts, the applicable Indian Accounting Standards (Ind-AS) have been followed and there are no material departures;

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

(c) that they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013. They confirm that there are adequate systems and controls for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

(d) that they have prepared the Annual Accounts on a going concern basis;

(e) that they have laid down the proper internal financial controls to be followed by your Company and that such internal financial controls were adequate and were operating effectively;

(f) that they have devised proper systems to ensure the compliance with all applicable laws and that such systems were adequate and operating effectively.

Review of Annual Accounts by Audit Committee:

Financials of your Company for the financial year ended 31st March, 2018 were reviewed by the Audit Committee before being placed before the Board.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The particulars as required under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, are as under:

1. Part A & B pertaining to conservation of energy and technology absorption are not applicable to your Company.

2. Foreign Exchange earnings and outflow:

Earnings - Rs. 144.04 Lakhs

Outflow - Rs. 150.18 Lakhs

Significant and Material Orders passed against Your Company by the Regulators or Courts or Tribunals:

Pursuant to the requirement of Section 134(3)(q) of the Companies Act, 2013 read with Rule 8(5)(vii) of the Companies (Accounts) Rules, 2014, it is confirmed that during the Financial Year under review, there are no significant or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and your Company’s operations in future.

Audit Committee:

The Audit Committee comprises of two Independent Directors namely Mr. Kamlesh Vikamsey as Chairman of the Committee and Mr. Ajay Mehta as member of the Committee and Mr. Shrikant Zaveri, Chairman & Managing Director of your Company as member of the Committee. All the recommendations made by the Audit Committee were accepted by the Board.

The Committee interalia reviews the Internal Control System and reports of Internal Auditors and compliance of various regulations. The Committee also reviews at length the Financial Statements before they are placed before the Board. The numbers of Audit Committee, its terms of reference, the meetings of the Audit Committee and attendance thereat of the members of the Committee is mentioned in the Corporate Governance Report.

Vigil Mechanism / Whistle Blower Policy:

Your Company has adopted and established a vigil mechanism named “Whistle Blower Policy (WBP)” for directors and employees to report genuine concerns and to deal with instance of fraud and mismanagement, if any. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of your Company’s website at the link: http:// www.tbztheoriginal.com/pdf/TBZ-Whistle%20Blower%20Policy.pdf.

Human Resources and Employee Relations:

Attracting, retaining and developing talent continued to be a focus area for your Company. The increased focus on capability enhancement and employee engagement had a positive impact on talent retention as reflected in the lower attrition levels. Your Company has total employee strength of 1,253 as on 31st March, 2018. Employee Relations continued to be cordial at all levels.

Prevention of Sexual Harassment at workplace {Disclosure as required under Section 22 of Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013}:

Your Company has always believed in providing a safe and harassment free workplace for every individual working in its premises through various policies and practices. Your Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. Your Company has adopted a policy on Prevention of Sexual Harassment at Workplace which is in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The policy aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of undesired behavior. An Internal Complaints Committee (“ICC”) has been set up from the senior management (with women employees constituting the majority) which is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the Policy. All employees (permanent, contractual, temporary, trainees) are covered under the policy.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. {There was no complaint received from any employee during the financial year 2017-18 and hence no complaint is outstanding as on 31st March, 2018 for redressal}.

Particulars of Employees:

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annual Report. (Refer “Annexure - F”).

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report. (Refer “Annexure - E”).

Extract of Annual Return:

In accordance with Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return in the prescribed format (in form MGT 9) is annexed herewith as “Annexure - c”.

Management Discussion and Analysis:

Pursuant to Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (‘Listing Regulations’), a detailed review of operations, performance and future outlook of your Company and its business is given in the Management Discussion and Analysis which forms part of this Report.

Corporate Governance:

Your Company acknowledges its responsibilities to its Stakeholders and believes that Corporate Governance helps to achieve commitment and goals to enhance stakeholder’s value by focusing towards all stakeholders. Your Company maintains highest level of transparency, accountability and good management practices through the adoption and monitoring of corporate strategies, goals and procedures to comply with its legal and ethical responsibilities. Your Company is committed to meeting the aspirations of all its stakeholders.

Your Company is fully committed to and continues to follow procedures and practices in conformity with the Code of Corporate Governance enshrined in Regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V and all other applicable Regulation(s) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. A detailed report on Corporate Governance forms part of this Report. The Statutory Auditor’s Certificate as per the requirements of Para E of Schedule V and all other applicable Regulation(s) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, on compliance with Corporate Governance requirements by your Company is attached to the Report on Corporate Governance.

General Shareholder information:

General Shareholder Information is given in Item No. VII of the Report of Corporate Governance forming part of the Annual Report.

Listing Fees:

The Equity Shares of your Company are listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). Your Company has paid the applicable listing fees to the above Stock Exchanges for the financial year 2018-19. Your Company’s shares are traded in dematerialized segment for all investors compulsorily and your Company had entered into agreements with the Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL) for custodial services.

Listing Agreement:

The Securities and Exchange Board of India (SEBI), on 2nd September, 2015, issued Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the aim to consolidate and streamline the provisions of the Listing Agreement for different segments of capital market to ensure better enforceability. The said regulations were effective from 1st December, 2015. Accordingly, all listed entities were required to enter into the Listing Agreement within six months form the effective date. Your Company entered into Listing Agreement with BSE Limited and the National Stock Exchange of India Limited during November, 2015.

Adequacy of internal Financial controls with reference to Financial Statements:

Based on the framework of internal financial controls and compliance systems established and maintained by your Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the Audit Committee, the Board is of the opinion that your Company’s internal financial controls were adequate and effective with reference to the financial statements for the financial year ended 31st March, 2018.

Internal control Systems and their Adequacy:

The management continuously reviews the internal control systems and procedures for the efficient conduct of your Company’s business. Your Company adheres to good practices with respect to transactions and financial reporting and ensures that all its assets are appropriately safeguarded and protected against losses. The Internal Auditor of your Company conducts the audit on regular basis and the Audit Committee actively reviews internal audit reports and effectiveness of internal control systems.

Internal Control Systems are implemented to safeguard your Company’s assets from loss or damage, to keep constant check on the cost structure, to prevent revenue leakages, to provide adequate financial and accounting controls and to implement Indian Accounting Standards (Ind AS).

Stakeholders Relationship:

Stakeholders’ relations have been cordial during the year. As a part of compliance, your Company has Stakeholders Relationship Committee to consider and resolve the grievances of security holders of your Company. There were no investors’ grievances pending as on 31st March, 2018. A confirmation to this effect has been received from your Company’s Registrar and Share Transfer Agent.

Enhancing Shareholders Value:

Your Company believes that its Members are among its most important stakeholders. Accordingly, your Company’s operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

Participation in the Green Initiative:

Your Company continues to wholeheartedly participate in the Green Initiative undertaken by the Ministry of Corporate Affairs (MCA) for correspondences by Corporate to its Members through electronic mode. All the Members are requested to join the said program by sending their preferred e-mail addresses to their Depository Participant.

Employee Stock Option Scheme (ESOP):

For the current financial year 2017-18, your Company do not have any open Employee Stock Option Scheme (ESOP) nor granted any fresh stock option to its employees.

Consolidated Financial Statements:

Your Directors are pleased to enclose the Consolidated Financial Statements pursuant to Section 129 and all other applicable provisions of the Companies Act, 2013 and as per the applicable Regulations of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and prepared in accordance with the Indian Accounting Standards (Ind AS) - 110 and all other applicable Indian Accounting Standards (Ind AS) prescribed by the Institute of Chartered Accountants of India, in this regard.

Reporting of Fraud by Auditors {Section 134 (3)(ca)}:

Pursuant to Section 143 (12) of the Companies Act, 2013, there are no instance(s) of fraud reported by the Auditors during the Financial Year 2017-18.

Auditors’ Report:

The observations made in the Auditors’ Report, read together with the relevant notes thereon are self-explanatory and hence, do not calls for any comment under Section 134 of the Companies Act, 2013.

The Auditors’ Report to the Members does not contain any qualification.

Statutory Auditors:

The term of appointment of M/s. B S R & Co. LLP (Firm Registration No. 101248W/W-100022), Chartered Accountants, Mumbai as Statutory Auditors of your Company to audit financial accounts for the balance four financial years from 2014-15 to 2017-18 is expiring at ensuing 11th Annual General Meeting of your Company and their group is completing ten years’ terms of appointment as the Statutory Auditors as per the requirement of Section 139 of the Companies Act, 2013.

As per the provisions of Sections 139, 141, 142 and all other applicable provisions of the Companies Act, 2013 read with the applicable rules of the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force) and as per the approval and recommendation of the members of the Audit Committee to the Board, the Board of Directors of your Company, subject to the approval of Members by way of Ordinary Resolution at the ensuing 11th Annual General Meeting of your Company, is proposing appointment of M/s. S R B C & CO LLP (Firm Registration No. 324982E/E300003), Chartered Accountants, as Statutory Auditors of your Company in place of M/s. B S R & Co. LLP (Firm Registration No. 101248W/W-100022), Chartered Accountants, Mumbai, retiring Statutory Auditors, for the period of first term of five consecutive years i.e. from 11th Annual General Meeting to be held in year 2018 till the conclusion of 16th Annual General Meeting of your Company to be held in year 2023, subject to ratification of appointment at every Annual General Meeting, at a remuneration as may be mutually agreed to, between the Board of Directors and M/s. S R B C & CO LLP, plus applicable taxes, out-of-pocket expenses, travelling and other expenses, in connection with the work of audit to be carried out by them.

A resolution proposing appointment of M/s. S R B C & CO LLP (Firm Registration No. 324982E/E300003), Chartered Accountants, as Statutory Auditors of your Company pursuant to Section 139 and all other applicable provisions of the Companies Act, 2013 forms part of the Notice.

M/s. S R B C & CO LLP, (FRN 324982E/E300003), (“the Audit Firm”) is a firm of Chartered Accountants registered with the Institute of Chartered Accountants of India. The Audit Firm was established in the year 2002 and is a limited liability partnership firm (“LLP”) incorporated in India. It has registered office at 22, Camac Street, Kolkata and has 9 branch offices in various cities in India. The Audit Firm has valid Peer Review certificate and is part of S.R. Batliboi & Affiliates network of audit firms. It is primarily engaged in providing audit and assurance services to its clients.

Your Company has received the eligibility letter from M/s. S R B C & CO LLP (Firm Registration No. 324982E/E300003), Chartered Accountants, as the Statutory Auditors, the appointment, if made, shall be within the limits prescribed under Section 141(3)(g) of the Companies Act, 2013 and they are not disqualified in terms of Section 141 of the Companies Act, 2013 and related Rules for the appointment as the Statutory Auditors of your Company for financial year 2018-19, i.e. from 11th AGM of your Company. As required under Regulation 33(1)(d) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

Your Directors propose the appointment of M/s. S R B C & CO LLP, (FRN 324982E/E300003), Chartered Accountants, as the Statutory Auditors of your Company for the period of first term of five consecutive years i.e. from 11th Annual General Meeting to be held in year 2018 till the conclusion of 16th Annual General Meeting of your Company to be held in year 2023.

M/s. B S R & Co. LLP (Firm Registration No. 101248W/W-100022), Chartered Accountants, Mumbai, existing Statutory Auditors of your Company have issued a clean report on the financials of your Company and have not issued any qualifications for the financial year ended 31st March, 2018.

Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. Pramod S. Shah & Associates, a firm of Company Secretaries in Practice, Mumbai to undertake the Secretarial Audit of your Company. The Report of the Secretarial Audit Report (in Form No. MR - 3) is annexed herewith as “Annexure - B”.

Internal Audit:

The Board of Directors has appointed M/s. Deloitte Haskins & Sells, LLP, (Firm Registration No. 117366W/W-100018), Chartered Accountants as Internal Auditors of your Company for financial year 2018-19.

General:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

- Details relating to deposits covered under Chapter V of the Act.

- Issue of equity shares with differential rights as to dividend, voting or otherwise.

- Issue of shares (including sweat equity shares) to employees of your Company under any scheme.

- Neither the Managing Director nor the Whole-time Directors of your Company receive any remuneration or commission from any of its wholly owned subsidiaries.

- No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

Acknowledgement:

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment.

The Board place on record its appreciation for the support and co-operation your Company has been receiving from its investors, customers, vendors, bankers, financial institutions, business associates, Central & State Government authorities, Regulatory authorities and Stock Exchanges.

Cautionary Statement:

Statement in the Board’s Report and the Management Discussion and Analysis describing your Company’s objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence your Company’s operations include global and domestic demand and supply conditions affecting selling price of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

For and on behalf of the Board of Directors of

Tribhovandas Bhimji Zaveri Limited

Shrikant Zaveri Binaisha Zaveri

Date: 2nd May, 2018 Chairman & Managing Director Whole-time Director

Place: Mumbai (DIN: 00263725) (DIN: 00263657)

Source : Dion Global Solutions Limited
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