DIRECTORS' REPORT DEAR MEMBERS, The Directors hereby present their 80th Annual Report along with the audited financial statements of the Company for the financial year ended March 31, 2015. The Company has tie-up arrangements in some States and in respect of such arrangements, the net turnover of Rs. 879.21 million during the financial year ended March 31, 2015 (P.Y. Rs. 3,195.02 million) has not been treated as sales. However, the surplus generated out of these arrangements is included in the revenue from operations. With effect from the quarter ended September 30, 2014, the Company is recognizing income on account of entitlement of MVAT and CST refund on quarterly basis and has, accordingly, during the financial year 2014-15 recognized a sum of Rs. 1,152.90 million as income on that account (for the year 2013-14 and 2014-15) as against Rs. 123.76 million in the previous year (for the year 2012-13). During the financial year 2014-15, the finance costs have increased, mainly, due to increased premium paid on forward exchange contracts and hike in the interest rates by the banks. During the financial year 2014-15, the Company has revised its accounting policy in respect of depreciation method of its fixed assets, which are now being depreciated on straight line method (SLM) over their expected useful life as against written down value method (WDV) for ensuring more appropriate presentation of the financial statements. Consequent upon retrospective calculation of the depreciation on straight line method, reversal of depreciation expense amounting to Rs. 58.75 million pertaining to previous years has been recorded in the current year's Statement of Profit & Loss. Pursuant to the transition provisions prescribed in Schedule II to the Companies Act, 2013, the Company has fully depreciated the carrying value of assets (determined after considering the change in the method of depreciation from WDV to SLM), after retaining the residual value, where the remaining useful life of the asset was determined to be nil as on April 01, 2014 and has adjusted an amount of Rs. 38.65 million net of deferred tax against the opening balance of the Statement of Profit & Loss. 2. OPERATIONAL REVIEW Operations The Company is a well established player in the Indian Made Foreign Liquor(IMFL) industry with predominant presence in South India and Canteen Stores Department (CSD). With its diversified brand range and a keen focus on premiumization, the Company has created a distinct identity for itself in the IMFL Segment. The financial year 2014-15 has turned out to be a tough year for the Company as it faced lots of challenges during the year e.g. supply side limitations in the State of Tamil Nadu driven by bottling constraints, operational disturbances caused due to bifurcation of the State of Andhra Pradesh and restrictions imposed on sales in the Kerala Market. The Company, as a part of its premiumization strategy, focused during the year on selling of high margin semi-premium and premium brands and discontinued various loss making brands in Kerala and CSD. The impact of the same was reflected in the sales volume of the Company which has declined during the year by 49% to 8.25 million cases as compared to 16.13 million cases in the previous year. Due to moderation in revenues, elevated finance costs and increased raw material costs, the profitability during the financial year 2014-15 remained constrained and the Company posted a net loss of Rs. 345.02 million as against a net profit of Rs. 485.95 million in the previous financial year. While the macro economic situation continues to present challenges, the Company, with the support of its strong, resilient business model, is persistent with its efforts to generate long term growth. Manufacturing Facilities The Company has modern manufacturing set up encompassing various manufacturing facilities comprising of 1 owned facility, 4 operating subsidiaries with additional 4 subsidiaries for allied activities, 9 lease arrangements and 13 tie-up units strategically located across India. The Company is having 100 KLPD molasses based and 100 KLPD grain based distillation plants at Shrirampur (Maharashtra). During the financial year 2014-15, it has increased its own bottling capacity to 0.28 million cases per month with successful completion and commissioning of a new state-of-the-art IMFL bottling facility project based on 'Plant in Plant' concept in Shrirampur. During the financial year 2014-15, the Company has consciously curtailed the operations of its grain based plant due to increase in the grain prices and has applied to the Government for allowing use of the grain based plant for distillation of molasses along with grain (Dual Feed) to take advantage of the market price of the two feed stocks viz. grain and molasses and is awaiting permission for the same. The Company stringently monitors all its manufacturing facilities to ensure product consistency and quality. Sales and Distribution The Company is an established player in the Brandy space in India and is committed to fortify its presence in the segment with a strong portfolio of brands including Mansion House Brandy and Courrier Napoleon Brandy. During the financial year 2014-15, CNB-Green Brandy reported YoY growth and continues to lead the premium plus segment while Mansion House Silk Brandy posted a growth YoY in the super premium Brandy segment. During the financial year 2014-15, the Company has achieved sales volume of 6.08 million cases in southern region, 1.39 million cases in exports & institutions segment, 0.54 million cases in eastern region and 0.24 million cases in western region. Brandy segment, during the year, has contributed 59%, followed by Whisky, Rum, Vodka & Gin segments, which have contributed 24%, 14% and 3% respectively to the overall sales volume of the Company. Blue Lagoon Gin has become the largest selling premium Gin across the eastern region. The Company ensures a seamless co-ordination of all its functions not only in production, but also in its supply chain management. The Company markets its products across the country through three main channels viz. corporations, distributors and direct sales. The distribution strength of the Company is built around its dispersed manufacturing facilities that cover large swathes of the Indian market with a strong network of distributors and points of sales covering numerous market segments and geographies with especially pronounced presence in the South, India's largest IMFL consuming geography. 3. DIVIDEND In view of the loss incurred by the Company during the year, the Directors have not recommended any dividend for the financial year ended March 31, 2015. 5. SUBSIDIARY AND ASSOCIATE COMPANIES The Company is having 8 subsidiary companies falling under the purview of Section 2(87) of the Companies Act, 2013. In accordance with Rule 8(1) of the Companies (Accounts) Rules, 2014, a report on their performance and financial position is presented herein below: Apart from the abovementioned subsidiary companies, the Company is having one associate company falling under the purview of Section 2(6) of the Companies Act, 2013 viz. Mason And Summers Marketing Service Private Limited in which the Company is having 26% stake. During the financial year 2014-15, no significant changes in its financial performance have taken place as compared to previous year. The consolidated financial statements of the Company and its subsidiaries for the financial year ended March 31, 2015, prepared in accordance with the Companies Act, 2013 and Accounting Standards AS-21 on consolidated financial statements form part of this Annual Report and same shall also be laid in the ensuing Annual General Meeting in accordance with the provisions of Section 129(3) of the Companies Act, 2013. The share of profit/ loss of the associate company being immaterial has not been considered in the abovementioned consolidated financial statements. In accordance with proviso to Section 129(3) read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Company's subsidiaries in Form AOC-1 is attached to the financial statements of the Company and forms part of this Annual Report. In accordance with the provisions of Section 136 of the Companies Act, 2013, the standalone and consolidated financial statements of the Company along with the documents required to be attached thereto and separate audited financial statements in respect of its subsidiary companies are available on its website i.e. www.tilind.com and are also available for inspection at its Registered Office and Corporate Office. During the financial year 2014-15, no company has become or ceased to be subsidiary of the Company and no material change in the nature of the business of the existing subsidiary and associate companies has taken place. 6. DIRECTORS At the 79th Annual General Meeting of the Company held on September 27, 2014, Dr. Vishnu Kanhere, Dr. Ravindra Bapat, Mr. C.V. Bijlani, Mr. Madan Goyal and Mr. Ronil Sujan were appointed as Independent Directors, not liable to retire by rotation for a term expiring on March 31, 2019 in accordance with the provisions of Sections 149,152 read with Schedule IV of the Companies Act, 2013 and Mrs. Shivani Amit Dahanukar, who retired by rotation in the said Annual General Meeting in accordance with the provisions of Section 152(6) of the Companies Act, 2013, was also re-appointed as Director, liable to retire by rotation. Due to his pre-occupancy with other assignments in Singapore, Mr. Ronil Sujan resigned from the directorship of the Company with effect from April 24, 2015. The Board of Directors places on record its appreciation for the valuable services rendered by him during his tenure as Director of the Company. All the Independent Directors have furnished declaration stating that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. In accordance with the provisions of Section 152(6) of the Companies Act, 2013, Mr. Amit Dahanukar, Chairman & Managing Director of the Company is retiring by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment In accordance with the provisions of the Clause 49 of the Listing Agreement, his brief profile is furnished in the Notice convening the ensuing Annual General Meeting. The Board of Directors recommends his re-appointment. 7. NOMINATION, REMUNERATION AND EVALUATION POLICY In accordance with the provisions of Section 178 of the Companies Act, 2013 read with Clause 49(IV)(B) of the Listing Agreement, the Board of Directors in its Meeting held on November 14, 2014 has, on the recommendation of Nomination and Remuneration Committee, adopted the Nomination, Remuneration and Evaluation Policy of the Company which lays down criteria for: i. determining qualifications, positive attributes required for appointment of Directors, Key Managerial Personnel and Senior Management and also the criteria for determining the independence of a Director; ii. appointment, tenure, removal/retirement of Directors, Key Managerial Personnel and Senior Management; iii. determining remuneration (fixed and performance linked) payable to the Directors, Key Managerial Personnel and Senior Management; and iv. evaluation of the performance of the Board and its constituents. The contents of the abovementioned Policy are elaborated in the Corporate Governance Report. 8. BOARD EVALUATION In accordance with the provisions of Section 178(2) and Schedule IV of the Companies Act, 2013 read with Clause 5 of the Nomination, Remuneration and Evaluation Policy of the Company, the annual performance evaluation of the Independent Directors, Executive Directors and Board as a whole (including its Committees) was carried out on February 14, 2015 in the manner given below: i. The performance evaluation of Independent Directors was done by the entire Board of Directors (excluding the Director being evaluated); ii. Independent Directors in their separate meeting reviewed the performance of Non-Independent Directors and the Board as a whole; and iii. Independent Directors in their separate meeting also reviewed the performance of the Chairman after taking into account the views of all the Directors. After taking into consideration the various aspects of the Board's functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance, a structured questionnaire was prepared and circulated among the Directors for the abovementioned evaluation. The Nomination and Remuneration Committee reviewed the results of the annual performance evaluation in its Meeting held on May 30, 2015 and expressed overall satisfaction on the performance of the Independent Directors, Executive Directors, Chairman and Board as a whole (including its Committees). 9. NUMBER OF MEETINGS OF THE BOARD The details of the number of meetings of the Board of Directors held during the financial year 2014-15 are furnished as a part of the Corporate Governance Report. 10. COMPOSITION OF AUDIT COMMITTEE The Audit Committee comprises of Dr. Vishnu Kanhere, Mr. C.V. Bijlani and Mr. Madan Goyal, Independent Directors of the Company. Dr. Vishnu Kanhere is the Chairman of the Committee and Mr. Gaurav Thakur, Company Secretary is the Secretary to the Committee. There have not been any instances during the year when recommendations of the Audit Committee were not accepted by the Board of Directors. 11. KEY MANAGERIAL PERSONNEL (KMP) During the financial year 2014-15, appointment of Mr. Srijit Mullick, Chief Financial Officer as KMP was formalized on November 14, 2014 in accordance with the provisions of Section 179(3) read with Section 203 of the Companies Act, 2013. 12. AUDITORS Statutory Auditors and Statutory Audit Report In accordance with the provisions of Section 139 of the Companies Act, 2013 read with Rule 3 of the Companies (Audit and Auditors) Rules, 2014, M/s Batliboi & Purohit, Chartered Accountants were appointed as Statutory Auditors of the Company in the 79th Annual General Meeting held on September 27, 2014 to hold office from the conclusion of the 79th Annual General Meeting till the conclusion of the 82nd Annual General Meeting of the Company, subject to ratification of their appointment by the Members at every Annual General Meeting held after the 79th Annual General Meeting. Accordingly, a proposal seeking Members' ratification for the re-appointment of M/s Batliboi & Purohit, Chartered Accountants, as the Statutory Auditors of the Company and for fixing their remuneration for the remaining tenure forms part of the Notice convening the ensuing Annual General Meeting. Pursuant to the provisions of Sections 139 and 141 of the Companies Act, 2013 read with Rule 4 of the Companies (Audit and Auditors) Rules, 2014, the Company has received consent from them to the effect that their re-appointment, if made, will be within the prescribed limits under the Companies Act, 2013 and that they are not disqualified for re-appointment. As required under Clause 41 of the Listing Agreement, they have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. The Audit Committee and Board of Directors have reviewed their eligibility criteria as laid down under Section 141 of the Companies Act, 2013 and recommended the ratification of their re-appointment as Statutory Auditors for the remaining tenure. No frauds have been reported by the Statutory Auditors during the financial year 2014-15 pursuant to the provisions of Section 143(12) of the Companies Act, 2013. The Board of Directors refer to the Auditors' observations in the Auditors' Report and as required under Section 134(3)(f) of the Companies Act, 2013, provides its explanation as under: i. Explanation to Point No. (viii) of the Annexure to the Auditors' Report on Consolidated Financial Statements regarding cash losses incurred during the financial year 2014-15: Prolonged slowdown in the economy, weak consumer sentiments, supply side limitations in the State of Tamil Nadu driven by bottling constraints, operational disturbances caused due to bifurcation of the State of Andhra Pradesh and restrictions imposed on sales in the Kerala Market has resulted in a considerable decline in the revenue of the Company for the financial year 2014-15. Moderation in revenues, elevated finance costs and increased raw material costs have resulted in incurring of cash losses by the Company during the financial year 2014-15. The Company is making necessary efforts to reduce its cash losses by improving its performance through aggressively pursuing and implementing various strategies viz. selling of high margin semi-premium and premium brands, discontinuation of various loss making brands in Kerala and Canteen Stores Department(CSD), exploring alternative supply options in the State of Tamil Nadu and cost reductions initiatives etc. ii. Explanation to Point Nos. (vii)(a) and (vii)(b) of the Annexure to the Auditors' Report on the Standalone and Consolidated Financial Statements respectively regarding unpaid income tax dues of Rs. 99.33 million for the Assessment Year 2014-15: Income tax dues of Rs. 99.33 million for the Assessment Year 2014-15 are yet to be paid by the Company as liquidity constraints are being faced by it due to the cash losses incurred during the financial year 2014-15. The Company is taking necessary measures to clear the abovementioned dues on priority basis. iii. Explanation to Point Nos. (vii)(a) and (ix) of the Annexure to the Auditors' Report on the Standalone and Consolidated Financial Statements respectively regarding slight delay in few cases in deposit of undisputed statutory dues and payment of principal and interest to Banks: During the financial year 2014-15, slight delay had occurred in depositing of undisputed statutory dues in few cases and also, payment of Rs. 42.25 million due on March 26, 2015 to Banks on account of principal and interest was made by the Company on April 10, 2015 due to temporary mismatch in cash flows at that point of time. Cost Auditors and Cost Audit Report In accordance with the provisions of Section 148 of the Companies Act, 2013 read with Rule 14(a) of the Companies (Audit and Auditors) Rules, 2014, the Board of Directors, has on the recommendation of the Audit Committee, appointed M/s P. D. Phadke & Associates, Cost Accountants as Cost Auditors of the Company for the financial year 2015-16 at a remuneration of Rs. 1,50,000/-plus service tax as applicable and re-imbursement of out of pocket expenses as may be incurred by them for conducting the Cost Audit subject to ratification of such remuneration by the Members in the ensuing Annual General Meeting. Accordingly, a resolution seeking Members' ratification for the remuneration payable to the Cost Auditors forms part of the Notice convening the ensuing Annual General Meeting. The Company has filed the Cost Audit Report for the financial year ended March 31, 2014 on September 29, 2014. The Cost Audit Report for the financial year ended March 31, 2015 shall be filed in due course. Secretarial Auditors and Secretarial Audit Report In accordance with the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s Ragini Chokshi & Associates, Practicing Company Secretaries as Secretarial Auditors of the Company for the financial year 2015-16. The Secretarial Audit Report for the financial year ended March 31, 2015 is set out in Annexure 'A' to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer. Internal Auditors and Internal Audit Report The Company is having M/s Devdhar Joglekar & Srinivasan, Chartered Accountants as its Internal Auditors in accordance with the provisions of Section 138(1) of the Companies Act, 2013. The Audit Committee reviews the observations made by the Internal Auditors in their Report on quarterly basis and makes necessary recommendations to the management. 13. DETAILS WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO Details with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are set out in Annexure 'B' to this Report. 14. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES Particulars of employees and related disclosures as required under the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are set out in Annexures 'C' and 'D' to this Report. 15. EXTRACT OF ANNUAL RETURN An extract of Annual Return in Form MGT-9 as required under the provisions of Section 134(3)(a) read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 is set out in Annexure 'E' to this Report. 16. EMPLOYEE STOCK OPTION SCHEMES The Company has implemented ESOP Scheme 2008, ESOP Scheme 2010 and ESOP Scheme 2012 compliant with SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 [applicable till October 27, 2014] and SEBI (Share Based Employee Benefits) Regulations, 2014 [applicable from October 28, 2014] to reward and retain the qualified and skilled employees and to give them an opportunity to participate in the growth of the Company. These Schemes are administered by the Compensation Committee of the Company. No changes have taken place in these Schemes during the financial year 2014-15. The disclosures as required under Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014 are set out in Annexure 'F' to this Report. A certificate from the Statutory Auditors of the Company as required under Regulation 13 of SEBI (Share Based Employee Benefits) Regulations, 2014 shall be placed at the ensuing Annual General Meeting for inspection by the Members. 17. CORPORATE SOCIAL RESPONSIBILITY (CSR) The Company is committed to ensure a healthy environment and empowered community around it and has, accordingly, adopted a triple bottom line approach of people, planet and profit. The Company has embraced the United Nation's (UN) Millennium Development Goals (MDG) and directs its efforts towards Poverty Reduction, Health, Education and Environment Conservation. Details of the CSR projects, programs or activities undertaken by the Company during the financial year 2014-15 are provided in CSR Report annexed hereto and form an integral part of the Annual Report. The shortfall in the budgeted CSR expenditure during the financial year 2014-15 relates to certain CSR projects of ongoing nature undertaken by the Company spanning over multiple years and the same is being spent by the Company across the life of these projects The Annual Report on CSR activities as required under Section 134(3)(o) of the Companies Act, 2013 read with Rule 8 of the Companies (CSR Policy) Rules, 2014 is set out in Annexure 'G' to this Report and is also accessible on Company's website at weblink: <http://www.tilind>. com/corporateResponsibilities.htm 18. MANAGEMENT DISCUSSION AND ANALYSIS REPORT Management Discussion and Analysis Report containing the details as required under Clause 49 (VIII)(D)(1) of the Listing Agreement is annexed hereto and forms an integral part of this Report. 19. CORPORATE GOVERNANCE REPORT A separate Report on Corporate Governance along with a certificate from the Statutory Auditors of the Company confirming the compliance of the conditions of corporate governance by the Company as required under Clause 49 of the Listing Agreement is annexed hereto and forms an integral part of this Report. 20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013 In accordance with the provisions of Section 134(3) (g) read with Section 186(4) of the Companies Act, 2013, full particulars of loans given, investments made, guarantees given and securities provided, if any, along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient have been disclosed in the financial statements. 21. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 The Company is committed to provide a healthy environment to all its employees and has zero tolerance for sexual harassment at workplace. In order to prohibit, prevent and redress complaints of sexual harassment at workplace, it has constituted a Complaint Committee in line with the provisions of Section 4(1) of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has not received any complaint of sexual harassment during the financial year 2014-15. 22. FIXED DEPOSITS As on April 01, 2014, the Company was not having any outstanding deposits falling under the scope of Chapter V of the Companies Act, 2013 and it has not accepted any deposits covered under said Chapter during the financial year 2014-15. As on March 31, 2015, the Company was not having any outstanding deposit falling under the scope of said Chapter. 23. DETAILS OF UNCLAIMED BONUS SHARES IN TERMS OF CLAUSE 5A(II) OF THE LISTING AGREEMENT Details in respect of unclaimed bonus shares lying in dematerialized form in the 'Tilaknagar Industries Ltd.-Unclaimed Suspense Account' as required under the provisions of Clause 5A(II) of the Listing Agreement are as under: 24. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION & PROTECTION FUND In accordance with the provisions of Sections 205A(5) read with 205C of the Companies Act, 1956, an amount of Rs. 109,913 being dividend for the financial year 200607 lying unclaimed for a period of 7 years was transferred by the Company on September 20, 2014 to the Investor Education and Protection Fund. Details of the unclaimed amounts lying with the Company as on September 27, 2014 (date of last Annual General Meeting) as required under the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012 have been uploaded on the website of the Company i.e. www.tilind.com and also on the Ministry of Corporate Affairs' website. 25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES During the financial year 2014-15, the Company has not entered into any contracts or arrangements with related parties falling under the purview of Section 188(1) of the Companies Act, 2013. Hence, disclosure in Form AOC-2 as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable. 26. RISK MANAGEMENT In accordance with the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has adopted a Risk Management Policy to identify and evaluate elements of business risks. The Policy defines the risk management approach, establishes various levels of accountability for risk management/mitigation within the Company and reviewing, documentation and reporting mechanism for such risks. The Risk Management Committee has been entrusted with the responsibilities of developing risk mitigation plans, implementing risk reduction/mitigation strategies and reviewing the effectiveness of the Risk Management Policy. The key business risks, which in the opinion of the Board of Directors may threaten the existence of the Company, along with mitigation strategies adopted by the Company are enumerated herein below: i. Regulatory Risk The IMFL industry is a high-risk industry, primarily on account of high taxes and innumerable regulations governing it. As a result, liquor companies suffer from low pricing flexibility and have underutilized capacities, which, in turn, may lead to low margins. To mitigate this risk, the Company complies with all the applicable rules and regulations in all the States where it is present. ii. Strategic Risk The Company's strategy and its execution is dependent on uncertainties and untapped opportunities. To mitigate this risk, the Company has adopted resilient policies which not only allow the Company to maximize opportunities under normal conditions but also ensure that acceptable results are achieved under extra-ordinary adverse conditions. iii. Concentration Risk A large percentage of the Company's turnover is derived from South India, where any unfavourable regulatory policy may impact its business. Also, the major portion of revenue of the Company is derived from Brandy sales, exposing the Company to category vulnerability. To mitigate this risk, the Company has extended its focus on other geographies viz. Eastern Region, etc. and product categories viz. Whisky, Vodka, etc. 27. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY The Board of Directors has laid down standards, processes and procedures for implementing the internal financial controls across the organization. After considering the framework of existing internal financial controls and compliance systems; work performed by the Internal, Statutory and Secretarial Auditors and External Consultants; reviews performed by the Management and relevant Board Committees including the Audit Committee, the Board of Directors is of the opinion that the Company's internal financial controls with reference to the financial statements were adequate and effective during the financial year 2014-15. 28. VIGIL MECHANISM In accordance with 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 and Clause 49 of the Listing Agreement, the Company has adopted a Whistle Blower Policy to provide a mechanism to its directors, employees and other stakeholders to raise concerns about any violation of legal or regulatory requirements, misrepresentation of any financial statement and to report actual or suspected fraud or violation of the Code of Conduct of the Company. The Policy allows the whistleblowers to have direct access to the Chairman of the Audit Committee in exceptional circumstances and also protects them from any kind of discrimination or harassment. The Whistle Blower Policy of the Company can be accessed at the Weblink: <http://> www.tilind.com/downloads/pdf/Whistleblower.pdf 29. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to requirements of Section 134(3)(c) of the Companies Act, 2013, and on the basis of the information furnished to them by the Statutory Auditors and Management, the Directors state that: a. in the preparation of the annual accounts, the applicable Accounting Standards have been followed and there are no material departures; b. 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 the Company at the end of the financial year and of the loss of the Company for the year; c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. they have prepared the annual accounts on a going concern basis; e. they have laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and operating effectively; and f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 30. RESIDUARY DISCLOSURES i. During the financial year 2014-15, the Company has not issued equity shares with differential rights as to dividend, voting or otherwise. Hence, disclosure under Rule 4(3) of the Companies (Share Capital and Debentures) Rules, 2014 is not applicable; ii. During the financial year 2014-15, the Company has not issued sweat equity shares to its employees. Hence, disclosure under Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014 is not applicable; iii. During the financial year 2014-15, no significant material orders have been passed by any regulators or courts or tribunals which may impact the going concern status of the Company and its future operations. Hence, disclosure under Rule 8(5)(vii) of the Companies (Accounts) Rules, 2014 is not applicable; iv. During the financial year 2014-15, there have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report. Hence, disclosure under the provisions of Section 134(3)(l) of the Companies Act, 2013 is not applicable; and v. During the financial year 2014-15, there has been no change in the nature of business of the Company. Hence, disclosure under Rule 8(5)(ii) of the Companies (Accounts) Rules, 2014 is not applicable. 31. ACKNOWLEDGEMENTS The Directors wish to acknowledge and place on record their sincere appreciation for the assistance and cooperation received from all the members, regulatory authorities, customers, financial institutions, bankers, lenders, vendors and other business associates. The Directors also recognize and appreciate all the employees for their commitment, commendable efforts, team work, professionalism and continued contribution to the growth of the Company. For and on behalf of the Board of Directors Amit Dahanukar Chairman & Managing Director Date : August 14,2015 Place : Mumbai |