AFFLUENCE

DIRECTORS' REPORT

TO,

THE MEMBERS OF TRIBHOVANDAS BHIMJI ZAVERI LIMITED,

Your Directors are pleased to present the Eighth 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, 2015

FINANCIAL PERFORMANCE:

Your Company has reported revenue growth during the financial year 2014 - 2015. Total income increased to Rs. 194,870.68 Lakhs from Rs. 182,474.44 Lakhs in the previous financial year, at a growth rate of 6.79%. The profit before tax decreased to Rs. 3,948.95 Lakhs, down by 52.42% while net profit after tax decreased to Rs. 2,604.09 Lakhs, down by 52.70%.

Sale of Gold Jewellery increased by 3.74% to Rs. 145,669.74 Lakhs as compared to Rs. 140,423.02 Lakhs during the previous financial year. Sale of Diamond-studded Jewellery increased by 14.99% to Rs. 43,351.40 Lakhs as compared to Rs. 37,701.21 Lakhs during the previous financial year.

The Gross Profit Margin for the financial year 2014 - 2015 has declined to 13.84% from 16.97% in the previous financial year. In the absolute term the Gross Profit has decreased to Rs. 26,778.45 Lakhs as compared to Rs. 30,848.61 Lakhs during the previous financial year.

The EBITDA for the financial year 2014 - 2015 has declined to 4.58% from 7.64% in the previous financial year.

During the current financial year, your Company has opened one new showroom in Jamshedpur (Jharkhand) totaling the number of showrooms to twenty eight in twenty two cities and ten states.

Dividend:

Your Directors are pleased to recommend the dividend of 10%, i.e. dividend of Rs. 1 (one rupee only) per equity share of face value of Rs. 10 each for the financial year ended 31st March, 2015, subject to the approval of the Members at the ensuing Annual General Meeting, against the normal dividend of Rs. 1.50 (one rupee fifty paise only) per equity share of face value of Rs. 10 each, i.e. 15% and special dividend of Rs. 0.75 (seventy five paise only) per equity share of face value of Rs. 10 each, i.e. 7.50% on the special occasion of completion of the 150th year of the organization amounting to the total dividend of Rs. 2.25 (two rupees twenty five paise only) per equity share of face value of Rs. 10 each i.e. 22.50% for the previous financial year ended 31st March, 2014.

The total outgo for the current financial year amounts to Rs. 80,302,502 (*) (Rupees Eight Crores Three Lakhs Two Thousand Five Hundred Two only) including dividend distribution tax of Rs. 13,582,602 (*) (Rupees one Crore Thirty Five Lakhs Eighty Two Thousand Six Hundred Two only) for the current financial year ended 31st March, 2015, as compared to the normal dividend of Rs. 117,088,421 (Rupees Eleven Crores Seventy Lakhs Eighty Eight Thousand Four Hundred Twenty one only) including dividend distribution tax of Rs. 17,008,571 (Rupees one Crore Seventy Lakhs Eight Thousand Five Hundred Seventy one only) and the special dividend of Rs. 58,544,210 (Rupees Five Crores Eighty Five Lakhs Forty

Four Thousand Two Hundred Ten only) including dividend distribution tax of Rs. 8,504,285 (Rupees Eighty Five Lakhs Four Thousand Two Hundred Eighty Five only) on the special occasion of completion of the 150th year of the organization amounting to the total outgo for the previous financial year was of Rs. 175,632,631 (Rupees Seventeen Crores Fifty Six Lakhs Thirty Two Thousand Six Hundred Thirty one only) including dividend distribution tax of Rs. 25,512,856 (Rupees Two Crores Fifty Five Lakhs Twelve Thousand Eight Hundred Fifty Six only) for the previous financial year ended 31st March, 2014.

(*) However, under the Employees Stock option Scheme, viz. 'TBZ ESoP, 2011' the third tranche of 23,007 granted options are vested to the employee(s) and the vesting period opened from 9th May, 2015 to 8th June, 2015, where eligible employee(s) could exercise their options. As on the date of signing of this Director's Report, the employees have yet to exercise their options. The period of exercise and allotment of the Equity Shares under the ESoP Scheme will fall before the date of book closure and the said allotment will also have the right to dividend as the new Equity Shares shall rank pari passu with the existing Equity Shares in all respects. The above stated dividend amount including dividend tax amount will be subject to change to the extent of number of Equity Shares that get allotted under 'TBZ ESoP, 2011'.

CHANGES IN THE NATURE OF BUSINESS, IF ANY:

During the financial year 2014 - 2015 there was no change in the nature of business of your Company.

MATERIAL CHANGES:

There has been no material changes and commitments since the close of the financial year i.e. 31st March, 2015 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 2014 - 2015 there was no change in the Authorised Share Capital of your Company.

CHANGES IN PAID-UP SHARE CAPITAL:

During the financial year 2014 - 2015, the Paid-up Share Capital of your Company increased from Rs. 667,039,950 to Rs. 667,199,000 (i.e. from 66,703,995 Equity Shares to 66,719,900 Equity Shares), due to the fresh allotment of 15,905 Equity Shares made by your Company on 10th June, 2014 to the eligible employees who have exercised their options under the 2nd tranche of 'TBZ ESoP, 2011'. Apart from this, your Company has not issued any shares with differential voting rights nor granted sweat equity shares during the year under review.

WHOLLY OWNED SUBSIDIARY COMPANIES:

As required under Rule 8(1) of the Companies (Accounts) Rules, 2014, the Board's Report has been prepared on standalone financial statements and a report on performance and financial position of each of the wholly owned subsidiaries included in the consolidated financial statements is presented and is stated below. 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 each of the subsidiary companies have also been placed on the website of your Company, www.tbztheoriginal.com Shareholders interested in obtaining a copy of the audited annual accounts of the wholly owned subsidiary companies 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.

Your Company has constituted "Policy on Determining Material Subsidiaries" in accordance with the Clause 49(V) (D) of the Listing Agreement. 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 Listing Agreement 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 required under the Listing Agreement with the Stock Exchanges, the audited consolidated financial statements of your Company incorporating both its wholly owned subsidiary companies are prepared in accordance with applicable Accounting Standards are attached.

During the year under review, your Board of Directors has cancelled the proposal for Merger of two wholly owned subsidiaries, viz. Tribhovandas Bhimji Zaveri (Bombay) Limited and Konfiaance Jewellery Private Limited with the Holding Company, i.e. Tribhovandas Bhimji Zaveri Limited under the Scheme of Amalgamation. The proposal of Merger was approved by the Board of Directors in the Board Meeting held on 28th May, 2013. The Board of Directors of your Company was of the opinion that your Company will benefit by not merging these two wholly owned subsidiary companies with your Company. The required intimation has already been given to both the Stock Exchanges.

i) 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 its holding company.

Tribhovandas Bhimji Zaveri (Bombay) Limited, during the financial year 2014 - 2015, has reported a total revenue of Rs. 1,514.45 Lakhs, loss before tax of Rs. 296.95 Lakhs and net loss of Rs. 296.95 Lakhs.

ii) Konfiaance Jewellery Private Limited

Konfiaance Jewellery Private Limited is a non-operational company. During the financial year 2014 - 2015, has not reported any revenue, loss before tax of Rs. 0.89 Lakh and net loss of Rs. 0.89 Lakh.

PERFORMANCE/ STATE OF COMPANY'S AFFAIRS:

As on 31st March, 2015, your Company was operating from twenty eight showrooms in twenty two cities and ten states and your Company has one Corporate office at Tulsiani Chambers, Nariman Point.

NEW product launch:

Your Company has launched new solitaire collection which gives the customers wide variety of gifting solutions. The new solitaire collection offers an exquisite range of earrings, pendants, rings with perfect illusion of a solitaire which surely will provide most personal form of gifting to celebrate the special moments of life.

Your Company has also launched a new diamond wedding jewellery collection with an objective to increase share of diamond jewellery sales and reinforce the brand position as a wedding jewellers. The whole campaign was promoted through various mediums including television advertisement.

INCREASE IN INVENTORIES:

The inventory of your Company as on 31st March, 2015 has increased by Rs. 179.09 Lakhs as compared to the inventory on 31st March, 2014. The increase in inventory is due to the opening of one new showroom during the year.

OPERATIONS:

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

During the year under review, your Company has announced TBZ franchising opportunity and invited franchisees to be part of jewellery retailing business. Through franchising opportunity, entrepreneurs can open TBZ - The original stores across India and retail the brand's product including over 20,000 in-house designs.

Your Company has shifted its existing Borivali showroom on 15th April, 2015 to new location which is bigger in size as compared to old showroom and is within 200 meters area of the existing showroom. The new Borivali showroom is situated at 'Hirji Heritage' in Upper Basement, Ground Floor, First Floor and Second Floor at G/1, Gulmohar Road, off. L. T. Road, Near Vrundas Hotel, Borivali (West), Mumbai - 400 092.

FOLLOW PRINCIPLES OF CASH FLOW HEDGE ACCOUNTING (AS - 30):

With effect from 1st April, 2014, your Company has decided to follow the principles of Cash Flow Hedge Accounting as set out in Accounting Standard 30 (AS - 30) - Financial Instruments: Recognition and Measurement issued by the Institute of Chartered Accountants of India, with respect to commodity forward contracts entered by your Company to hedge the gold price fluctuation risk on its highly probable cash flows from future sales transactions. Upon the expiry of contracts, gain amounting to Rs. 780.74 Lakhs for the year has been shown under the head 'other Income'. There were no commodity forward contracts outstanding as on 31st March, 2015.

CHANGE IN METHOD OF DEPRECIATION:

Effective 1st April, 2014, your Company and its wholly owned subsidiary have changed the method of providing depreciation from written down value to straight line method over the economic useful life of the assets. In management's view this change results in more appropriate presentation and gives a systematic basis of depreciation charge, in compliance with the useful lives as per Schedule II in Companies Act, 2013, representative of pattern of usage and economic benefits of the assets and provide greater consistency with the depreciation method used by other companies in the gems and jewellery industry. Accordingly, excess depreciation charged for earlier years up to 31st March, 2014 aggregating Rs. 873.79 Lakhs (net of deferred tax adjustments Rs. 576.79 Lakhs) and in consolidated results Rs. 934.34 Lakhs (net of deferred tax adjustments Rs. 637.34 Lakhs) has been written back and recognized as an exceptional item in the Statement of Profit and Loss for the year ended 31st March 2015. Following would have be the situation, if your Company continued to use the earlier method of depreciation:

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 also to the Board for their approval. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis 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 the Board Meeting 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%20Materiality%20of%20Related%20Party%20 Transcations%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 Accounting Standard - 18 forms a part of notes to accounts.

TRANSFER TO RESERVES:

During the year under review, your Company has transferred Rs. 23.39 Lakhs (on account of allotment of 15,905 Equity Shares to employees who have exercised their option under 'TBZ ESoP, 2011') to Securities Premium Account and Rs. 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-%20> CSR%20Policy%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 2014 - 2015, your Company has shortlisted the specific activities/ projects in the area of 'Promoting Healthcare including Preventive Healthcare' which is falling under item (i) of Schedule VII of the Act and 'Promoting Education' which is falling under item (ii) of Schedule VII of the Act. Your Company will also undertake other need based initiatives in compliance with Schedule VII to the Act.

For the financial year 2014 - 2015, your Company has incurred expenditure of Rs. 5,000,000 (Rupees Fifty Lakhs only) through Dr. Ernest Borges Memorial Fund (Body Affiliated to Tata Memorial Centre) and Dr. Ernest Borges Memorial Home (which is registered under Mumbai Public Trust Act, 1950). The said expenditure amount will be used for "Specialist Palliative Medicine Unit and Palliative Medicine & Psycho-oncology Education Centre" at Dr. Earnest Borges Memorial Home by Tata Memorial Centre. The purpose of this project is to establish a freestanding inpatient specialist palliative medicine unit, catering to the specialist palliative care needs of patient with advanced life limiting cancer, to educate healthcare providers on specialist palliative care, promote research in palliative medicine and undertaken advocacy.

The objective of this activity is (1) to establish 20 bedded palliative medicine unit. Part beds will be used as a unit for empowerment of patients and their families, from out of town. Part beds will be utilized for respite care for Mumbai patients; (2) education centre for training in both adult and pediatric palliative medicine; and (3) training Centre for psycho-oncology. This project is largely in accordance with Schedule VII of the Companies Act, 2013.

Your Company is fully committed to incur expenditure towards CSR activities as per the requirement of Section 135 of the Companies Act, 2013. As this being the first year of the CSR activity of your Company, it has initially incurred expenditure of Rs. 50 Lakhs for the financial year 2014 - 2015 instead of the required CSR amount of Rs. 19,565,600 (i.e. 2% of the average net profit of your Company made during the three immediately preceding financial year). Your Company has not spent balance CSR amount of Rs. 14,565,600 as on 31st March, 2015. As the financial year 2014 - 2015 being the first year of CSR activity of your Company, the members of the CSR Committee as well as the members of the Board has decided to go ahead with CSR activities with proper research and planning and decided not to make balance required expenditure as stated above in haste. Your Company is fully committed to participate whole heartedly under the CSR Activities.

Your Company has further contributed Rs. 21 Lakhs to Prime Minister National Relief Fund in the first week of May, 2015. The CSR Committee has recommended and the Board has approved and decided to consider this expenditure out of the balance pending expenditure for the financial year 2014 - 2015. In consideration of this amount the total expenditure for the financial year 2014 - 2015 will turn to be Rs. 71 Lakhs and the balance unspent CSR expenditure amount is of Rs. 12,465,600 for the financial year 2014 - 2015 as on the date of signing of this Director's Report.

The Annual Report on CSR activities is annexed herewith as "Annexure - B"

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. As per SEBI Circular Reference No. CIR/CFD/PoLICY CELL/2/2014 dated 17thApril, 2014 issued by Securities and Exchange Board of India (SEBI) towards the requirement of Clause 49(VI)(C) of the Listing Agreement 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. In order 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:

Mr. Shrikant Zaveri, Chairman & Managing Director of your Company is not liable to retire by rotation and Ms. Binaisha Zaveri and Ms. Raashi Zaveri, Whole-time Directors of your Company who are liable to retire by rotation; were all re-appointed for the period of five years from 1st January, 2011 to 31st December, 2015.

Your Company proposes to fix the remuneration payable to Mr. Shrikant Zaveri, Chairman & Managing Director of your Company, for the balance period of nine months of his term, i.e. from 1st April, 2015 to 31st December, 2015, subject to the approval of Members by way of a Special Resolution at the ensuing eighth Annual General Meeting of your Company and details of the same will be available in the notice forming part of the Annual Report.

The Board of Directors on recommendation of Nomination and Remuneration Committee has fixed the remuneration payable to Ms. Binaisha Zaveri and Ms. Raashi Zaveri, Whole-time Directors of your Company, for the period from 1st January, 2015 to 31st December, 2015. Your Board has recommended the same salary, as fixed by the Members for period of 1st January, 2014 to 31st December, 2014, without proposing any increment to both these Directors for the period from 1st January, 2015 to 31st December, 2015, which is within the limits approved by the Members by way of Special Resolution in the sixth Annual General Meeting of your Company held on 30th August, 2013.

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, Chairman & Managing Director of your Company, is the Director not liable to retire by rotation. Ms Binaisha Zaveri and Ms. Raashi Zaveri, Whole-time Directors of your Company are the Directors who are liable to retire by rotation.

During the year under review, the Members by way of ordinary Resolution passed at the seventh Annual General Meeting of your Company held on 24th September, 2014, has changed the term of appointment of Ms. Binaisha Zaveri (DIN: 00263657), Whole-time Director of your Company from Director not liable to retire by rotation to Director liable to retire by rotation.

Ms. Binaisha Zaveri, Whole-time Director of your Company, retires by rotation at the eighth Annual General Meeting of your Company, and being eligible, offers herself for re-appointment.

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 term of five consecutive years on the Board of Directors of your Company. Mr. Kamlesh Vikamsey, Mr. Ajay Mehta and Mr. Sanjay Asher; Independent Directors of your Company were appointed to hold office for the period of five consecutive years for a term upto 31st March, 2019, in the seventh Annual General Meeting of your Company held on 24th September, 2014. Independent Directors shall not be liable to retire by rotation.

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 this programme 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 for Independent Directors is available on the website of your Company at link: <http://www.tbztheoriginal.com/pdf/TBZ-Familiarization->Program-of-ID.pdf.

STATEMENT OF DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) 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:

Your Company has separate position of Chief Executive officer (CEo). Your Company has designated Mr. Prem Hinduja, Chief Executive officer (CEo), Mr. Saurav Banerjee, Chief Financial officer (CFo) and Mr. Niraj oza, Company Secretary & Compliance officer of your Company as the Key Managerial Personnel as per the requirement of Section 203 of the Companies Act, 2013.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges, 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 has framed a policy for selection and appointment of Directors, Senior Management and their remuneration and their evaluation. The Nomination, Remuneration and Evaluation Policy is forming part of Director's Report as "Annexure - E".

NUMBER OF MEETINGS:

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

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

During the financial year 2014 - 2015, six Board Meetings were convened and held on 19th May, 2014, 10th June, 2014, 4th August, 2014, 24th September, 2014, 4th November, 2014 and 3rd February, 2015. Total four Audit Committee Meetings were convened and held on 19th May, 2014, 4th August, 2014, 4th November, 2014 and 3rd February, 2015. 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 accounting standards 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 the financial year;

(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 selected proper systems to ensure the compliance with all applicable laws and such systems are adequate and operating effectively. 

REVIEW OF ANNUAL ACCOUNTS BY AUDIT COMMITTEE:

Financials of your Company for the financial year ended 31st March, 2015 were reviewed by the Audit Committee before being placed before the Board. conservation of energy, technology

CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION 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 - NIL

outflow - Rs. 603.08 Lakhs

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

During the financial year 2014 - 2015, there are no significant material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of your Company and its future operations.

AUDIT COMMITTEE:

The Audit Committee comprises of two Independent Directors namely Mr. Kamlesh Vikamsey as Chairman and Mr. Ajay Mehta as member 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 1,476 as on 31st March, 2015. Employee Relations continued to be cordial at all levels.

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 and provided in the Annual Report. (Refer 'Annexure - G').

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 - F').

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure - D".

MANAGEMENT DISCUSSION AND ANALYSIS:

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 Clause 49 of the Listing Agreement. A detailed report on Corporate Governance forms part of this Report. The Statutory Auditor's Certificate as per the requirements of Clause 49 (XI) of the Listing Agreement, on compliance with Corporate Governance requirements by your Company is attached to the Report on Corporate Governance.

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 2015 - 2016. 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.

INTERNAL FINANCIAL CONTROLS:

Your Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the designs or operations were observed.

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 accounting standards.

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, 2015. 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:

The details of the shares issued under ESoP, as also the disclosures in compliance with Clause 12 of the Securities and Exchange Board of India (Employee Stock option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are set out in the "Annexure - A" to this Report.

No employee has been issued options, during the year equal to or exceeding 1% of the issued capital of your Company at the time of the grant.

Pursuant to the approval of the Members at the Extra ordinary General Meeting held on 12th January, 2011, your Company adopted the Employees Stock option Scheme, viz. 'TBZ ESoP, 2011'. The Scheme has been in compliance with the relevant provisions of SEBI (Employee Stock option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999. Your Company has granted total 208,433 Equity Shares consisting of 111,309 Stock options of Rs. 149.93 each and 97,124 Restricted Stock Units (RSUs) at face value of Rs. 10 each, which represents 0.42% of the pre-Issue paid up equity share capital of your Company and 0.31% of the fully diluted post-Issue paid up equity share capital of your Company. These options were granted to seven employees of your Company. The granted options will be vested in three tranches at the end of 12 months, 24 months and 36 months from the date of grant of option or from the date of listing (i.e. from 9th May, 2012) whichever is later.

Before starting of the vesting period of the first tranche of the option, out of total seven employees to whom ESoP were granted, three employees have resigned and the total 109,048 options consisting of 58,235 Stock options of Rs. 149.93 each and 50,813 Restricted Stock Units (RSUs) of Rs. 10 each, which were granted to these employees were cancelled.

Your Company has received in principle approval for the balance granted Equity Shares towards Listing of your Company's 99,385 Equity Shares consisting of 53,074 Stock options of Rs. 149.93 each and 46,311 Restricted Stock Units (RSUs) of Rs. 10 each to be issued under pre-IPo Employees Stock option Scheme, viz. 'TBZ ESoP, 2011' from both the Stock Exchanges, viz. National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) and bearing reference no. NSE/LIST/201961-K dated 19th April, 2013 and reference no. DCS/IPo/NJ/ESoP-IP/051/2013-14 dated 23rd April, 2013, respectively.

on 6th June, 2013, your Company has allotted 37,328 Equity Shares to those employees who have exercised their options under first tranche of 'TBZ ESoP, 2011' out of total 38,843 vested options under first tranche, and the balance of unexercised 1,515 Stock options were lapsed and got cancelled. Your Company's additional 37,328 Equity Shares got Listed w.e.f. 11th June, 2013 on receipt of the Listing Approval from BSE Limited (BSE) and National Stock Exchange of India Limited (NSE), vide approval letter No. 20130610-11 dated 10th June, 2013 and letter No. NSE/LIST/206674-Q dated 11th June, 2013 respectively.

Before starting of the vesting period of the second tranche of the options (i.e. from 9th May, 2014), out of balance four employees who left after grant of first tranche to whom ESoP were granted, two employees have resigned and the total 20,247 options consisting of 10,812 Stock options of Rs. 149.93 each and 9,435 Restricted Stock Units (RSUs) of Rs. 10 each, which were granted to these employees were cancelled. After the first tranche of allotment Equity Shares and cancellation of options before starting of vesting period of second tranche, total net balance of 40,295 options consisting of 24,572 Stock options of Rs. 149.93 each and 15,723 Restricted Stock Units (RSUs) of Rs. 10 each, were yet to be exercised in second and third tranche of 'TBZ ESoP, 2011'.

on 10th June, 2014, your Company has allotted 15,905 Equity Shares to those employees who have exercised their options under second tranche of 'TBZ ESoP, 2011' out of total 17,288 vested options under second tranche, and the balance of unexercised 1,383 Stock options were lapsed and got cancelled. Your Company's additional 15,905 Equity Shares got Listed w.e.f. 18th June, 2014 on receipt of the Listing Approval from BSE Limited (BSE) and National Stock Exchange of India Limited (NSE), vide approval letter No. 20140617-13 dated 17th June, 2014 and letter No. NSE/LIST/242026-7 dated 17th June, 2014 respectively.

In third tranche total 23,007 options consisting of 12,287 Stock options of Rs. 149.93 each and 10,720 Restricted Stock Units (RSUs) of face value of Rs. 10 each are due for exercise and for which vesting period has started on 9th May, 2015 and will expire on 8th June, 2015. As on date of signing of this Directors' Report the eligible employees have yet not exercised their options.

CONSOLIDATED FINANCIAL STATEMENTS:

Your Directors are pleased to attach the Consolidated Financial Statements pursuant to Section 129 and all other applicable provisions of the Companies Act, 2013 and as per the requirement of Clause 32 of the Listing Agreement entered into with the Stock Exchanges and prepared in accordance with the Accounting Standards (AS) - 21 and all other applicable Accounting Standards prescribed by the Institute of Chartered Accountants of India, in this regard.

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 Members have approved by way of ordinary Resolution passed in the 7th Annual General Meeting of your Company held on 24th September, 2014, the appointment of M/s. B S R & Co. LLP (Firm Registration No. 101248W/W-100022), Chartered Accountants, Mumbai as a Statutory Auditors of your Company for the period of four financial years from 2014 - 2015 to 2017 - 2018 in place of M/s. B S R and Co (Firm Registration No. 128510W) being the retiring Auditor who has showed unwillingness to continue as the Statutory Auditors of your Company as per the requirement of Section 139(1) and all other applicable provisions of the Companies Act, 2013.

A resolution proposing ratification of appointment of M/s. B S R & Co. LLP (Firm Registration No. 101248W/W-100022), Chartered Accountants, Mumbai, as the Statutory Auditors of your Company for the financial year 2015-2016, pursuant to Sections 139(1), 142 and all other applicable provisions of the Companies Act, 2013 forms part of the Notice.

Your Company has received a letter from M/s. B S R & Co. LLP (Firm Registration No. 101248W/W-100022), Chartered Accountants, Mumbai as the Statutory Auditors, the ratification of 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. As required under Clause 49 of the Listing Agreement, 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.

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 - C".

INTERNAL AUDIT:

The Board of Directors has re-appointed M/s. Aneja Associates, Chartered Accountants as Internal Auditors of your Company for financial year 2015 - 2016.

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 save and except ESoP (TBZ ESoP, 2011) referred to in this Report.

• 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.

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.

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

Shrikant Zaveri

Chairman & Managing Director

Raashi Zaveri

Whole-time Director

Date: 12th May, 2015

Place: Mumbai