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Tinna Rubber & Infrastructure Ltd.

BSE: 530475 Sector: Others
NSE: N.A. ISIN Code: INE015C01016
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VOLUME 150
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OPEN 41.00
CLOSE 42.00
VOLUME 150
52-Week high 88.20
52-Week low 37.20
P/E
Mkt Cap.(Rs cr) 36
Buy Price 38.85
Buy Qty 104.00
Sell Price 40.50
Sell Qty 43.00

Tinna Rubber & Infrastructure Ltd. (TINNARUBBER) - Director Report

Company director report

To The Members of

Tinna Rubber and Infrastructure Limited

Your Directors take pleasure in presenting the 31stAnnual Report of yourCompany together with the Audited Financial Statements for the Financial Year ended March31 2018.

1. FINANCIAL RESULTS

(Rs. In Lacs)

Particulars F.Y 2017-18 F.Y. 2016-17
Revenue from Operations 10216.9 8 7367.65
Other Income 126.92 195.13
Total Income 10343.90 7562.78
Expenses 9239.49 7211.82
Profit before Interest depreciationand tax (EBIDTA) 1104.41 350.96
Less: Interest and finance charges 982.04 1067.23
Profit before Depreciation 122.37 (7 1 6.27)
Less: Depreciation and amortization expenses 709.07 676.92
Profit before Prior period items and tax (586.70) (1393.19)
Less: prior Period items - -
Profit before tax (PBT) (586.70) (1393.19)
Less: Tax Expenses (91.28) (442.33)
Profit after tax (PAT) (495.42) (950.86)
Add: Balance brought forward 3336.94 4336.48
Add: Re-measurement gains/Losses on Defined benefit Plan(Net of Tax) 20.54 2.86
Less: Adjustment related to transitional provisions of depreciation - -
Surplus available for appropriation 2862.06 3388.48
Appropriations: -
Less: Proposed dividend on equity Shares - (42.82)
Less: Tax on proposed dividend - (8.72)
Less: Transferred to general reserve - -
Balance carried to Balance Sheet 2862.06 3336.94

• Figures are restated as per Ind-AS

The Financial Statement of the Company prepared in accordance with Indian AccountingStandard notified under Companies (Indian Accounting Standards) Rules 2015

2. FINANCIAL REVIEW AND STATE OF COMPANY'S AFFAIRS

Main business of the Company is manufacturing of Hi Tensile Ultrafine Reclaim RubberUltrafine Tyre Crumb Crumb Rubber Modifier (CRM) Modified Bitumen Bitumen Emulsion HiCarbon Steel Abrasives and allied products. Other businesses of Trading of AgroCommodities and Agro Warehousing business was carried on through wholly owned subsidiaryviz. Tinna Trade Limited which has ceased to be Company's subsidiary pursuant to theScheme of Arrangement sanctioned by Hon'ble National Company Law Tribunal between TinnaRubber and Infrastructure Limited and Tinna Trade Limited Vide Order dated 15.12.2017 andtherefore Agro Commodities and Agro Warehousing business has been entirely transferred toTinna Trade Limited. The certified copy of the Order was filed on 22nd January 2018 withthe Registrar of Companies.

(A) STANDALONE RESULTS

During the Financial Year 2017-18the net revenue from operations for the standaloneentity increased to Rs.10025.12lacs as compared to Rs.6884.16 lacs in the previousFinancial Year showing an increase of 45.63%.Loss before tax was Rs. 586.70lacs ascompared to Loss before tax Rs.1393.19 lacs in the previous Financial Year. Loss after taxwas Rs 495.42 lacs as compared to Loss after tax Rs.950.86 lacs in the previous FinancialYear. The decrease in profitability mainly resulted due to slump in the commoditiesmarkets and general recession and economic reforms in the products made by the companyviz. Rubber Steel shots etc. Decline in profitability is also because of increase ininterest cost and Depreciation & amortization expenses.

As per the Qualified opinion of the Statutory Auditors (Auditors) included in their"Report on the Standalone Financial Statements-"The Company has not providedinterest amounting to Rs.1487000/- as required under the provisions of Section 16 ofMicro small and Medium Enterprises Development Act 2006 in respect of delayed paymentsto suppliers covered under the said Act. Consequently the net loss for the year ending 31stMarch 2018 is understated to the extent and total comprehensive income for theperiod ended 31st March 2018 is overstated to that extent."

There was delay in payment owing to non-adherence of delivery schedule by the suppliersin Micro small and medium enterprises. Further the above said Report also include thatthe matter described in the Basis for

Qualified opinion paragraph above in Auditors' opinion does not have any adverseeffect on the functioning ofthe Company.

The year 2017-18 has not been an encouraging and favorable at the beginning of the yearfor the Company's products because of the Demonetization that restrict the Consumption.The scheme of Demonetization had aggravated the situation. We expect that a unifiedindirect tax structure was introduced in India through the goods and service tax thatshould positively reflect the economic scenario in the long term and would boosttransparency and uniformity in the economy including for the Company's products.

(B) CONSOLIDATED RESULTS

The Audited Consolidated Financial Statements together with Auditors Report form partto ofthe Annual Report. The Consolidated net loss after tax was Rs. 503.35lacs during theFinancial Year 2017-18 as compared to loss after tax (Rs.937.32) in the previous FinancialYear.

In accordance with the Indian Accounting Standards on Consolidated FinancialStatements and Accounting for Investment in Associates the audited ConsolidatedFinancial Statements are provided in the Annual Report.

In terms of Section 134(3)(l) of the Companies Act 2013 except as disclosed elsewherein this report no material changes or commitments affecting the financial position of theCompany have occurred between the end of the financial year and the date of this Report.

(C) TRANSFER TO RESERVES

Considering the losses incurred during the Financial Year 2017-18 the Company does notpropose to transfer any amount to the General Reserve.

(D) CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature ofbusiness ofthe Company during the period underreview

3. Dividend

Based on Company's performance during the year the Directors do not propose payment ofany dividend for the financial year 2017-18.

4. PROJECTS AND EXPANSION PLANS

The Company is an end to end solution Company in the

business of End of life (waste) tyres- sourcing processing and manufacturing of valueadded products derived from waste tyres.

The Company has established nationwide foot print by setting up plants in North atPanipat (Haryana) and Kalaamb (Himachal Pradesh) in South at Gummdipoondi (Tamil Nadu)In East- Haldia (West Bengal) and in West at Wada (Maharashtra) for the manufacturing ofCrumb Rubber powder from scrap tyres. The Company has already installed most modernadditional lines for manufacturing of Reclaim Rubber and High Tensile Reclaim in itsplants located at Panipat (Haryana) and Wada (Maharashtra) and has successfullyintroduced high quality Ultrafine Rubber Reclaims for rubber compounding and for rubbercomponents industry. The Company has also restarted emulsion production at Panipat Plant(Haryana) and Crumb Rubber at Kala-Amb (Himachal Pradesh). Any new initiative to developnew products and processes takes time to stabilize and additional costs are incurred inthe business development. This has also impacted the Company's profitability during theFinancial Year 2017

18. However we are confident that this investment will result into a robust and strongfuture for the Company.

The Company in road sector also introduced new technologies such as Micro SurfacingRecycling grades Emulsion and Eco-Friendly cold mix emulsion for rural road and we hopethat your Company will accelerate growth in road sector.

5. SCHEME OF ARRANGEMENT

Board of Directors of Tinna Rubber and Infrastructure Ltd. (TRIL) and Tinna Trade Ltd.(TTL) approved the Scheme of Arrangement (Demerger).The Bombay Stock Exchange has given noadverse observation letter dated 24th May 2016 to the said Scheme of theCompany. Separate Meetings of Secured Creditors Unsecured Creditors and EquityShareholders of the Company were held at New Delhi on September 17 2016 as per thedirections of the Hon'ble High Court of Delhi and the Scheme of Arrangement was dulyapproved at the respective meetings. Hon'ble High Court has transferred the matter toNational Company Law Tribunal (NCLT) and Hon'ble National Company Law Tribunal vide orderdated 15th December 2017 sanctioned the Scheme of Arrangement and the Schemebecame effective w.e.f.22d January 2018 date of which Certified Copy oforder has been filled with Registrar of Companies.

SUBSIDIARY JOINT VENTURE (JV) AND ASSOCIATE COMPANIES

The Company had two subsidiaries during the year but both ceased to be subsidiariesw.e. f 22nd January 2018 to give effect to the Scheme of Arrangement assanctioned by the Hon'ble National Company Law Tribunal vide Order dated 15thDecember 2017. As on March 31 2018 the Company has no subsidiaries but has oneassociate Company within the meaning of Section 2(6) of the Companies Act 2013("Act"). There is no JV Company of the Company. Further there has been nomaterial change in the nature of the business of the Subsidiaries (erstwhile) &Associate Company. Pursuant to provisions of Section 129(3) of the Act a statementcontaining salient features of the financial statements of the Company's Subsidiaries(erstwhile) & Associate Company in Form AOC-1 is provided at Annexure "A" tothis report. Pursuant to the provisions of Section 136 ofthe Act the financial statementsof the Company consolidated financial statements along with relevant documents andseparate audited accounts in respect of subsidiaries (erstwhile) are available on thewebsite of the Company. Policy for determining material subsidiaries of the Company isavailable on the website ofthe Company www.tinna.in .

The details of major subsidiaries (erstwhile) and associate company are given below:

(i) SUBSIDIARIES

TINNA TRADE LTD. (TTL)

Tinna Trade Ltd. (TTL) was a subsidiary company during the year of Tinna Rubber &Infrastructure Ltd. TTL is currently engaged in the business of trading (domestic as wellas international market) of agro commodities like Pulses Yellow Peas Green Peas ChickPeas Lentils Kaspa PeasGrain & Oil Seed Soya Bean Soya Bean Doc/Meals MaizeWheat Barley etc. However pursuant to Scheme of Arrangement sanctioned by Hon'bleNational Law Company Law Tribunal Tinna Trade Limited ceased to be a subsidiary of TinnaRubber and Infrastructure Limited & Tinna Trade Limited is no more subsidiary as on31.03.2018

B.G.K. INFRASTRUCTURE DEVELOPERS PRIVATE LIMITED

As stated above Tinna Trade Ltd. (TTL) was a subsidiary company of Tinna Rubber &Infrastructure Ltd.during the year & there by B.G.K. Infrastructure Developers PrivateLimited (BGKIDPL) being subsidiary of Tinna Trade Limited (TTL) was also a

subsidiary company of Tinna Rubber & Infrastructure Ltd.(TRIL) during the year.BGKIDPL is engaged in the business of warehousing including providing logistic solution tothe Agri commodity industry. However B.G.K. Infrastructure ceased to be a subsidiary ofTinna Rubber and Infrastructure Limited Since TTL is no more subsidiary of TRIL as on31.03.2018 therefore BGKIDPL being subsidiary of TTL is also no more subsidiary of TRILas on 31.03.2018.

(ii) ASSOCIATE

TP BUILDTECH PVT. LTD. (TPBPL)

TPBPL is an Associate Company of Tinna Rubber And Infrastructure Ltd. The Company isengaged in the business of manufacturing of construction chemicals. TP Buildtech privateLimited was established in the year 2012 by Tinna Rubber & Infrastructure Ltd and Mr.MayankSinghal M.D. of M/s. PI Industries also mandate is to develop product using latestPCE (Poly carboxylic ether) technology of 3rd generation admixture for civil engineeringindustries.

The Company has renewed its MOU with M/s. Nippon Shokubai Japan for exclusive use oftheir patented PCE in Indian market and abroad. M/s. Nippon Shokubai of Japan was inventedand patented PCE technology and pioneered the same all over the world.

Further TP Buildtech Private Limited has also signed MOU for technical collaborationwith Mitsui Singapore (Chemical Division) along with Flowric Co Ltd. Japan. Mitsui isJapanese global trading company dealing with various chemical resourcing and Flowric CoLtd is leading admixture company of Japan for last 66 Years.

7. RISK MANAGEMENT

The Company's risk management framework identifies and evaluates business risks andopportunities. The Company recognizes that these risks need to be managed and mitigated toprotect its shareholders and other stakeholders to achieve its business objectives andenable sustainable growth. The risk framework is aimed at effectively mitigating theCompany's various business and operational risks through strategic actions. Riskmanagement is embedded in our critical business activities functions and processes. Therisks are reviewed for the change in the nature and extent of the major risks identifiedsince the last assessment. It also provides control measures for risks and future actionplans. Tyres are highly inflammable and your Company's property and stock are subject torisk of loss

due to fire and flood and these are mitigated with insurance and fire detecting andfirefighting equipments and proper security personnel. Regular training program foremployees are being organized by the Company relating to fire control.

8. INTERNAL CONTROLS INTERNAL FINANCIAL CONTROLS AND AUDIT OVERVIEW

A system of internal control commensurate with the size and nature of its businessforms an integral part of the Company's corporate governance policies.

INTERNAL CONTROL

The Company has a proper and adequate system of internal control commensurate with thesize and nature of its business. Some of the significant features of internal controlsystems includes:

• Ensuring compliance with laws regulations standards and internal proceduresand systems.

• De-risking the Company's assets/resources and protecting them from any loss.

• Ensuring the accounting system's integrity proper and authorized recording andreporting of all transactions.

• Preparing and monitoring of annual budgets for all operating and servicefunctions.

• Ensuring the reliability of all financial and operational information.

• Forming an Audit committee of the Board of Directors. The Audit Committeeregularly reviews audit plans significant audit findings controls and compliance withaccounting standards and so on.

• Continuous up-gradation of IT Systems.

The internal control systems and procedures are designed to assist in theidentification and management of risks the procedure-led verification of all complianceas well as an enhanced control consciousness

9. FIXED DEPOSITS

The Company has not accepted any fixed deposits from the public. Therefore it is notrequired to furnish information in respect of outstanding deposits under Non-bankingNon-financial Companies (Reserve

Bank) Directions 1966 and Companies (Accounts) Rules 2014.

10. SHARE CAPITAL

There was no change in the Company's share capital during the year under review. TheCompany's paid up equity share capital remained at Rs.85647500/- comprising of8564750equity shares ofRs.10/- each.

11. CORPORATE GOVERNANCE

Your Company has complied with the requirements of SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015 with regard to Corporate Governance. A reporton the Corporate Governance practices and Certificate from Company Secretary in practiceon compliance of mandatory requirements thereof is also given in this report.

12. MANAGEMENT DISCUSSION & ANALYSIS

A detailed report on the Management Discussion & Analysis is provided in Annexure"B" to the Directors' Report.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act 2013 Mr. AnandKumar Singh Director retires by rotation at the forthcoming Annual General Meeting andbeing eligible offers himself for re-appointment.

The proposal regarding the re-appointment of the aforesaid Director is placed for yourapproval.

Mrs. Shobha Sekhri had resigned from the post of Whole Time Director of the Companywith effect from 12th April 2017. Mrs. Shobha Sekhri was appointed as anadditional director with effect from 11th July 2017 but she resigned on 28thAugust 2017. Mrs. Promila Kumar has been appointed as Additional Director Women(Non-Executive) w.e.f. 24th November 2017.

Mr. KC Madan Company Secretary resigned with effect from 31st January 2018and Mr. Vaibhav Pandey has been appointed as Company Secretary with effect from 8thFebruary 2018.

The disclosure pursuant to the provisions of (i) the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and (ii) Secretarial Standard on GeneralMeetings ("SS-2") issued by the Institute of

Company Secretaries of India and approved by the Central Government is given in theNotice of Annual General Meeting/ Corporate Governance Report .

14. BOARD EVALUATION

The Board carried out an annual performance evaluation of its own performance theindividual Directors as well as the working of the Committees of the Board. Theperformance evaluation of the Independent Directors was carried out by the entire Board.The performance evaluation of the Chairman and the Non-Independent Directors was carriedout by Independent Directors.

15. AUDITORS AND AUDITOR'S REPORT

A. STATUTORYAUDITORS

At the Company's Twenty Ninth Annual General Meeting (AGM) held on 30th September2016 M/s. V. R. Bansal & Associates Chartered Accountants New Delhi(ICAIRegistration No. 016534N) were appointed as the Company's Statutory Auditors from theconclusion of the Twenty Ninth AGM until the conclusion of the Thirty Fourth AGM of theCompany subject to ratification of their appointment at every annual general meeting bythe shareholders of the company on such remuneration as may be decided by the Board ofDirectors of the Company. They have also expressed their willingness to act as Auditors ofthe company if appointed and have further confirmed that the said appointment would bein conformity with the provisions of Section 138 to 141 of Companies Act 2013the same isplaced for your approval.

As per the Qualified opinion of the Statutory Auditors (Auditors) included in their"Report on the Standalone Financial Statements-"The Company has not providedinterest amounting to Rs.1487000/- as required under the provisions of Section 16 ofMicro small and Medium Enterprises Development Act 2006 in respect of delayed paymentsto suppliers covered under the said Act. Consequently the net loss for the year ending 31stMarch 2018 is understated to the extent and total comprehensive income for theperiod ended 31st March 2018 is overstated to that extent."

There was delay in payment owing to non-adherence of delivery schedule by the suppliersin Micro small and medium enterprises. Further the above said Report also include thatthe matter described in the Basis for Qualified opinion paragraph above in Auditors'opinion does not have any adverse effect on the functioning of the Company.

B. COST AUDITORS

Pursuant to Section 148(2) of the Companies Act 2013 read with the Companies (CostRecords and Audit) Amendment Rules 2014 your Company is required to get its costaccounting records audited by a Cost Auditor. Accordingly the Board at its meeting heldon 27th August 2018 has on the recommendation of the Audit Committeeappointed M/s Pant S. & Associates (Firm registration no. 101402) Cost Accountants toconduct the Audit of the cost accounting records of the Company for the Financial Year2018-19 the same is placed for your approval.

The Company is maintaining of cost records as specified by the Central Government undersub-section (1) of section 148 of the Companies Act 2013.

C. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hadappointed M/s. Ajay Baroota & Associates Company Secretaries to undertake theSecretarial Audit of the Company. The Report of the Secretarial Audit carried out isannexed herewith as Annexure "C". The report does not contain any observation orqualification requiring explanation or comments from the Board under Section 134(3) ofthe Companies Act 2013.

16. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The policy on Directors' appointment and remuneration and other matters provided inSection 178(3) of the Companies Act 2013 has been disclosed in the Corporate GovernanceReport which forms a part of this report and is also available on the website of theCompany www.tinna.in

17. RELATED PARTY TRANSACTIONS

Related Party Transactions that were entered into during the financial year weregenerally on arm's length basis and in the ordinary course of business subject to certainexceptions. The policy on dealing with Related Party Transactions as approved by the Boardis uploaded on the Company's website http://www.tinna.in . The Policy intends to ensurethat proper reporting approval and disclosure processes are in place for all transactionsbetween the Company and Related Parties. This Policy specifically deals with the reviewand approval of

Related Party Transactions keeping in mind the potential or actual conflicts ofinterest that may arise because of entering into these transactions. Related PartyTransactions are placed before the Audit Committee for review and approval. Prior omnibusapproval is obtained for Related Party Transactions for transactions which are ofrepetitive nature and / or entered in the ordinary course of business and are at Arm'sLength.

The disclosure of related party transactions required under Section 134 read withSection 188 of the Companies Act 2013 is given in Form AOC 2. Accordingly related partytransactions which were entered into during the year by your Company is given in Annexure"D" to this report

Your Directors draw your attention to Note No. 32(other notes to Accounts) to theStandalone financial statements and Note No. 10 to the consolidated financial statementswhich set out related party disclosures.

18. ENVIRONMENTAL INITIATIVES

Tinna has always been a frontrunner in continuously improving its operationalperformance in all areas including quality safety and environment protection. Theseinitiatives have been taken across all production facilities ofthe Company. The Companyhas undertaken various measures to address environmental issues at its plant locations.

19. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134 subsection 3(c) and sub-section 5 of theCompanies Act2013 your Directors hereby state and confirm that:

1. In the preparation of the annual accounts the applicable accounting standards havebeen followed and there was no material departure.

2. Such accounting policies have been selected & applied consistently andjudgements and estimates have been made that are reasonable and prudent to give a trueand fair view of the Company's state of affairs as at March 31 2018 and of the Company'sprofit or loss for the year ended on that date.

3. Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.

4. The annual financial statements have been prepared on a going concern basis.

5. That internal financial controls were laid down to be followed and that suchinternal financial controls were adequate and were operating effectively.

6. Proper systems were devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating.

20. MATERIAL CHANGES AND COMMITMENTS

There was a fire at Company's two factory units situated at Dighasipur Mouza PurbaMedinipur (Haldia) (West Bengal) being plot nos 2693269426962697 and 2705 connectedwith NH-41 on 19/04/2015 and at Village Pali Taluka Wada (Distt. Thane) (Maharashtra)being plot nos 113/2 114/2 and 115 on 11/06/2015. Part of Inventory of Raw materialFinished Goods Stock in process Plant and Machinery accessories Building Furnitureand other factory equipment were damaged in fire. The company had lodged insurance claimswith the insurance company after providing for salvage value for the above damage. TheCompany has received insurance claim of Rs. 667.03 lakhs in full settlement of claim(including Rs. 333.27 lakhs during the year 201718) and both plants are fully operational.

21. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Companies Act 2013 read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 a statement showing the details of the employees drawingremuneration in excess of the limits set out in the said rules are provided in theAnnexure "E" forming part of the Annual Report. Disclosures pertaining to theremuneration and the other details as required under Section 197(12) of the CompaniesAct2013 read with rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are also provided in the Annexure "E" forming part of theAnnual Report.

22. DISCLOSURES NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year 12 Board Meetings were convened and held the details of which aregiven in the corporate governance report. The intervening gap between the meetings waswithin the period prescribed under the Companies Act 2013.

AUDIT COMMITTEE

The Audit Committee comprises of two Non-Executive Directors both are IndependentDirectors and one Executive Non Independent Director. Mr. Vivek Kohli is the Chairman ofthe Audit Committee. The members possess adequate knowledge of Accounts Audit Financeetc. The Composition of the Audit Committee meets the requirements as per Section 177 ofthe Companies Act 2013 and Regulation 18 of the Securities and Exchange Board of India(Listing Obligation and Disclosure Requirements) Regulations 2015. There are norecommendations of the Audit Committee which have not been accepted by the Board.

EXTRACT OF ANNUAL RETURN

In accordance with the provisions of Section 134(3)(a) of the Companies Act 2013 theextract of the annual return in Form No. MGT - 9 is attached as Annexure "F"hereto and forms a part of this report. Further Annual Return will also be available onthe website www.tinna.in .

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has formulated and published a Whistle Blower Policy to provide VigilMechanism for employees including Directors of the Company to report genuine concern andthe same is available on the website ofthe Company www.tinna.in .

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year company earned profit of Rs.24209000 on sale of investment viz.41500 Equity Shares of BKG Infratech Private Limited Ltd. 115000 Equity Shares of BeeGee Ess Farms and Property Pvt. Ltd. and 44000 Equity Shares of Gee Ess Pee LandDeveloper Private Limited in the off market trade the said transactions were entered intowith related parties but purely at Arm length basis which have been included in theOther income.

Further details of Loans guarantees and investments covered under the provisions ofSection 186 of the Companies Act 2013 are given in the notes to the Financial Statements.

PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 regarding conservationof energy technology absorption and foreign exchange earnings and outgo is given in thestatement annexed (Annexure "G") hereto and forms a part of this report.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Corporate Social Responsibility Committee of the Board has formulated andrecommended a CSR Policy to the Board indicating the activities to be undertaken by theCompany. The same has been approved by the Board.

The CSR Policy can be accessed on the website of the Company at www.tinna.in

As per the provisions of section 135 of the Companies Act 2013 the company has toincur at least 2% of the average net profits of the preceding three financial yearstowards Corporate Social Responsibility (CSR) which is Rs. (209.34) lakhs so noresponsibility arose during this year. However total unspent amount stands of Rs. 19.15lacs during the year 2017-18.

The Company could not spent the of Rs.19.15 lakhs on CSR activities due to lossincurred in the current year and tight liquidity conditions.

The Annual Report on CSR activities is enclosed as Annexure H.

D I SC L O S URE UN D E R T HE SE XU AL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. An Internal Complaints Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All

employees (permanent contractual temporary trainees) are covered under this policy.No complaints pertaining to sexual harassment were received during Financial Year 2017-18.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149 OF THECOMPANIES ACT 2013

The Independent Directors have given declaration that they meet the criteria ofindependence as specified in sub-section (6) of Section 149of The Companies Act2013.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company proactively keeps its Directors informed of the activities of the Companyits management and operations and provides an overall industry perspective as well asissues being faced by the industry. The policy on familiarization programmes is availableon the Company's website www.tinna.in .

POLICY FOR DETERMINING MATERIAL SUBSIDIARIES AND POLICY ON DEALING WITH RELATED PARTYTRANSACTIONS

Policy for determining material subsidiaries of the Company and Policy on dealing withrelated party transactions are available on the website of the Company www.tinna.in .

OTHER DISCLOSURES/ REPORTING

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

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

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

3. Issue of shares (including sweat equity shares and ESOPs) to employees of theCompany under any scheme.

4. Neither the Managing Director nor the Whole time Whole time Director of the Companyreceive any remuneration or commission from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the

going concern status and Company's operations in future except stated elsewhere in thereport.

6. No frauds have been detected/reported by any of the Auditors of the Company.

23. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company firmly believes that Human Resource is the key driver for the success ofany organization. The Company's human resources policies are carefully structured to meetthe aspirations of the employees as well as the organization. These policies are implantedthrough training and other developmental programs. These policies encourage continuouslearnings and innovations. Your Company has a dedicated team of 720 employees as on 31stMarch2018as compared to 608 employees as on 31stMarch 2017. The Company continues tohave cordial industrial relations.

24. APPRECIATION

Your Directors take this opportunity to express their appreciation for the cooperationand assistance received from the concerned departments of Central and State Governmentsfinancial institutions banks and shareholders during the year under review. TheDirectors also wish to place on record their appreciation of the devoted and dedicatedservices rendered by all employees ofthe Company.

For and on behalf of the Board of Directors Tinna Rubber and Infrastructure Limited

Regd. Office Address: Tinna House No. 6 Sultanpur Mandi Road Mehrauli NewDelhi-110030

Anand Kumar Singh Director

DIN: 00092354

Bhupinder Kumar Sekhri Managing Director DIN: 00087088
Place : New Delhi Date : 27 th August 2018