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Tinna Rubber & Infrastructure Ltd.

BSE: 530475 Sector: Others
NSE: N.A. ISIN Code: INE015C01016
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OPEN 15.70
CLOSE 15.70
VOLUME 1200
52-Week high 21.50
52-Week low 12.65
P/E
Mkt Cap.(Rs cr) 13
Buy Price 15.70
Buy Qty 200.00
Sell Price 16.48
Sell Qty 250.00

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 32ndAnnual Report of your Companytogether with the Audited Financial Statements for the Financial Year ended March 312019.

1. FINANCIAL RESULTS

(Rs. In lakhs)

Particulars F.Y 2018-19 F.Y 2017-18
Revenue from Operations 12970.99 10216.98
Other Income 261.88 126.92
Total Income 13232.87 10343.90
Expenses 11437.96 9225.72
Profit before Interest depreciation and tax (EBIDTA) 1794.91 1118.18
Less: Interest and finance charges 1031.74 982.04
Profit before Depreciation 763.17 136.14
Less: Depreciation and amortization expenses 728.57 719.29
Profit before Prior period items and tax 34.60 (583.15)
Less: prior Period items - -
Profit before tax (PBT) 34.60 (583.15)
Less: Tax Expenses 49.95 (91.28)
Profit after tax (PAT) (15.35) (491.87)
Add: Balance brought forward 2937.82 3409.15
Add: Re-measurement gains/Losses on Defined benefit Plan(Net of Tax) 1.59 20.54
Less: Adjustment related to transitional provisions of depreciation
Surplus available for appropriation 2924.06 2937.82
Appropriations:
Less: Proposed dividend on equity Shares - -
Less: Tax on proposed dividend - -
Less: Transferred to general reserve - -
Balance carried to Balance Sheet 2924.06 2937.82

1. 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 other allied products.

(A) STANDALONE RESULTS

During the Financial Year 2018-19 the revenue from operations for the standaloneentity increased to Rs.12970.99 lakhs as compared to Rs.10216.98 lakhs in the previousFinancial Year showing an increase of 29%.Profit before tax is Rs.34.60 lakhs as comparedto Loss before tax Rs.583.15 lakhs in the previous Financial Year. During the year underreview there has been substantial increase in profit before tax s compared to previousfinancial Year. Loss after tax was Rs15.35 lakhs as compared to Loss after tax Rs.491.87lakhs in the previous F inancial Year.

As per the Qualified opinion of the Statutory Auditors (Auditors) included in their"Report on the Standalone Financial Statements-"

a) The Company has not provided interest amounting to Rs. 4.04 lakhs for the year endedMarch 31 2019 as required under the provisions of Section 16 of Micro Small and MediumEnterprise Development Act 2006 in respect of delayed payments to suppliers covered underthe said Act. Consequently the net loss and total comprehensive income for the year endedMarch 31 2019 is understated to that extent.

b) The Company has incurred marketing promotion expenses and other expenses amountingto Rs 80.43 lakhs which has been amortized over a period a three years as is moreappropriately referred in note no. 33(10) of the accompanying financial statements. Thesame is not in accordance with provisions of Ind AS 38 "Intangible Assets" (para69). Consequently the net loss and total comprehensive income for the year ended 31stMarch 2019 is understated by Rs 53.62 lakhs and other non-current assets and othercurrent assets are overstated by Rs. 26.81 lakhs each.

The Auditors' Report does not contain any qualification reservation or adverse remarkexcept the above qualifications. It is clarified that there was delay in payment owing tonon - adherence of delivery schedule. The same is being resolved and company has improvedthe payment. Further the company is part of circular economy where Old Tyre (Waste) isconverted into reusable Crumb Rubber and value added products

(Wealth). The Company has first time participated as sponsor in exhibitions in Indiaand abroad to meet reputed customers at one platform and incurred expenses on lab test ofproduct to make it of acceptable standards and other marketing and promotion expenses ofthese product. Benefits of these expenses would realize in next years as well. Hencecompany has carried forward 2/3rd of the Expenses to be expensed off in two years equally.

There were no other qualifications reservations or adverse remarks made by theStatutory Auditors in their report.

Further the above said Report also include that the matter described in the Basis forQualified opinion paragraph above in Auditors' opinion does not have any adverse effecton the functioning of the Company.

The year 2018-19 brings some favorable outcome as expected in road sector and non-roadsector due to implementation of some government policies and this has been reflected inour revenues from Road Sector and we hope that in the coming years there have beensubstantial allocations made especially in Infrastructure which should help the RoadConstruction Industry which should augur well for us as we expect higher sales of ourproducts to the Road sector

(B) CONSOLIDATED RESULTS

The Audited Consolidated Financial Statements together with Auditors Report form partto of the Annual Report. The Consolidated net loss after tax was Rs. 3.72 lakhs during theF inancial Year 2018-19 as compared to loss after tax Rs. 499.80 lakhs in the previousFinancial Year.

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

In terms of Section 134(3) (l) of the Companies Act 2013 except as disclosedelsewhere in this report no material changes or commitments affecting the financialposition of the Company have occurred between the end of the financial year and the dateof this Report.

(C) TRANSFER TO RESERVES

Considering the losses incurred during the Financial Year 2018-19 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 of business of the Company during the periodunder review

2. Dividend

Based on Company's performance during the year the Directors do not propose payment ofany dividend for the financial year 2018-19.

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 value added products derived from wastetyres. Tinna's research & development team has developed various value added productsfrom waste tyres during the year.

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 also commenced production of CoatedRubber Crumb at Panipat Plant. This is a highly specialised product using a proprietarychemical compound that can be used in making rubber compounds economically withoutcompromising on the properties. The Company has already installed most modern additionallines for manufacturing of Reclaim Rubber and High Tensile Reclaim in its plants locatedat Panipat (Haryana) and Wada (Maharashtra) and has successfully introduced high qualityUltrafine Rubber Reclaims for rubber compounding and for rubber components industry. TheCompany has set up new reclaim rubber plant at our Gummdipoondi (Tamil Nadu) location TheCompany also introduced new technologies and two specialized grades of Emulsion such asMicro Surfacing Recycling grades Emulsion and Eco-Friendly cold mix emulsion for ruralroad.). Any new initiative to develop new products and processes takes time to stabilizeand additional costs are incurred in the business development. This has also impacted theCompany's profitability during the Financial Year 2018-19. However we are confident thatthis investment will result into a robust and strong future for the Company.

5. SCHEME OF ARRANGEMENT

1. The Company entered into Scheme of Arrangement (Demerger) with Tinna Trade Limitedand the same was

approved by the Hon'ble National Company Law Tribunal (NCLT) New Delhi during thefinancial year 2017-18 & thereafter its modalities were duly completed & in resultof that Tinna Trade Limited was no more subsidiary of our Company as on 31.03.2018.

Further no Capital Restructuring has taken place during the year 2018-19.

6. SUBSIDIARY JOINT VENTURE (JV) AND ASSOCIATE COMPANIES

The Company has no subsidiaries as on March 31 2019 but has one associate Companywithin the meaning of Section 2(6) of the Companies Act 2013 ("Act"). There isno JV Company of the Company. Further there has been no material change in the nature ofthe business of the Subsidiaries (erstwhile) & Associate Company. Pursuant toprovisions of Section 129(3) of the Act a statement containing salient features of thefinancial statements of the Company's Subsidiaries (erstwhile) & Associate Company inForm AOC-1 is provided at Annexure "A" to this report. Pursuant to theprovisions of Section 136 ofthe Act the financial statements ofthe Company consolidatedfinancial statements along with relevant documents and separate audited accounts inrespect of Associate are available on the website of the Company. Policy for determiningmaterial subsidiaries of the Company is available on the website of the Company www.tinna. in.

The details of associate company is given below:

(i) 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. With the help of lotsof Research & Development activities during the F inancial Year2018-19 TPbPl hassucceeded in getting orders from various renowned brands and some of the best constructionCompanies in the country. Revenue from operations (gross) for the Financial Year 2018-19is Rs. 4241.95 lakhs as compared to Rs. 2533.78 lakhs in the previous year showing aremarkable growth of 67%. Whereas Profit after tax is 23.84 Lakhs compared to Loss aftertax 16.28 Lakhs in the previous year.

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 to protect itsshareholders and other stakeholders to achieve its business objectives and enablesustainable growth. The risk framework is aimed at effectively mitigating the Company'svarious business and operational risks through strategic actions. Risk management isembedded in our critical business activities functions and processes. The risks arereviewed for the change in the nature and extent of the major risks identified since thelast assessment. It also provides control measures for risks and future action plans.Tyres are highly inflammable and your Company's property and stock are subj ect to risk ofloss 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)Rules2014.

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 of Rs. 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. SECRETARIAL STANDARDS : The Directors state that applicable SecretarialStandards i.e. SS-1 and SS- 2 relating to 'Meetings of the Board of Directors' and'General Meetings' respectively have been duly followed by the Company.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act 2013 Mrs.Promila Kumar Non-Executive Director retires by rotation at the forthcoming AnnualGeneral Meeting and being eligible offers himself for re-appointment.

The proposal regarding the re-appointment of the Directors is placed for your approval.

Mr. Anand Kumar Singh had resigned from the post of Director of the Company witheffect from 17th December 2018. Mr. Gaurav Sekhri was appointed as anadditional director with effect from 3rd October 2018. Mr. Nirmal JyotiChatterjee has been appointed as Whole Time Director w. e. f. 11th January2019.

Shri Bhupinder Kumar Sekhri Re-appointed as Managing Director w. e.f 1stApril 2019 and Shri. Ashish Madan and Shri Vivek Kohli Re-appointed as an IndependentDirector w. e. f 1st April 2019.

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 andapproved by the Central Government is given in the Notice of Annual General Meeting/Corporate Governance Report .

15. 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.

16. AUDITORS AND AUDITOR'S REPORT

A. STATUTORY AUDITORS

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 2013 the sameis placed for your approval.

a) The Company has not provided interest amounting to Rs. 4.04 lakhs for the year endedMarch 31 2019 as required under the provisions of Section 16 of Micro

Small and Medium Enterprise Development Act 2006 in respect of delayed payments tosuppliers covered under the said Act. Consequently the net loss and total comprehensiveincome for the year ended March 31 2019 is understated to that extent.

b) The Company has incurred marketing promotion expenses and other expenses amountingto Rs 80.43 lakhs which has been amortised over a period a three years as is moreappropriately referred in note no. 33(10) of the accompanying financial statements. Thesame is not in accordance with provisions of Ind AS 38 "Intangible Assets" (para69). Consequently the net loss and total comprehensive income for the year ended 31stMarch 2019 is understated by Rs 53.62 lakhs and other non-current assets and othercurrent assets are overstated by Rs. 26.81 lakhs each.

The Auditors' Report does not contain any qualification reservation or adverse remarkexcept the above qualifications. It is clarified that there was delay in payment owing tonon - adherence of delivery schedule. The same is being resolved and company has improvedthe payment. Further the company is part of circular economy where Old Tyre (Waste) isconverted into reusable Crumb Rubber and value added products (Wealth). The Company hasfirst time participated as sponsor in exhibitions in India and abroad to meet reputedcustomers at one platform and incurred expenses on lab test of product to make it ofacceptable standards and other marketing and promotion expenses of these product. Benefitsof these expenses would realize in next years as well. Hence company has carried forward2/3rd of the Expenses to be expensed off in two years equally.

Further the above said Report also include that the matter described in the Basis forQualified opinion paragraph above in Auditors' opinion does not have any adverse effecton the functioning ofthe 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 10th August 2019 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 Year2019-20 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 ofthe 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 Companie s Act 2013.

17. 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

18. 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 ensure that proper reporting approval and disclosure processes arein place for all transactions between the Company and Related Parties. This Policyspecifically deals with the review and approval of Related Party Transactions keeping inmind the potential or actual conflicts of interest that may arise because of entering intothese transactions. Related Party Transactions are placed before the Audit Committee forreview and approval. Prior omnibus approval is obtained for Related Party Transactions fortransactions which are of repetitive nature and / or entered in the ordinary course ofbusiness and are at Arm's Length.

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.

19. 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.

20. 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 2019 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.

21. MATERIAL CHANGES AND COMMITMENTS

The Company had set up new reclaim rubber plant at our Gummdipoondi (Tamil Nadu)location during the year

2018-19 for manufacturing of Reclaim Rubber. The Company has also focused on brandingof its value added products and in order to promote these objectives has participated invarious exhibition(s) and global event(s) that will help the company to promote andregister its presence in overseas Market.

22. 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.

23. DISCLOSURES NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year 13 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 Companie s Act 2013.

AUDIT COMMITTEE

The Audit Committee comprises of Three NonExecutive Directors All are IndependentDirectors. Mr. Vivek Kohli is the Chairman of the Audit Committee. The members possessadequate knowledge of Accounts Audit Finance etc. The Composition of the AuditCommittee meets the requirements as per Section 177 of the Companies Act 2013 andRegulation 18 of the Securities and Exchange Board of India (Listing Obligation andDisclosure Requirements) Regulations 2015. There are no recommendations of the AuditCommittee which have not been accepted by the Board.

The details of other committees has been given in Corporate Governance Report.

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.9222000/- on sale of investment viz.41500 Equity Shares of BKG Infratech Private Limited Ltd. to Guru Infratech PrivateLimited in the off market trade the said transaction was entered into with relatedparties but purely at Arm length basis which have been included in the other 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 years towards Corporate SocialResponsibility (CSR) which is Rs. (555.47) lakhs so no responsibility arose during thisyear. However total unspent amount stands of Rs. 17.75 lakhs during the year 2018-19.

Further during the year Company had spent Rs 1.40 lakhs on Corporate SocialResponsibility Activities. The Company could not spent the remaining of Rs.17.75 lakhs onCSR activities due to loss incurred in the current year and tight liquidity conditions.

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

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION PROHIBITIONAND 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 temporarytrainees) are covered under this policy. No complaints pertaining to sexual harassmentwere received during F inancial Year 2018-19.

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 ofthe 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 exceptstated elsewhere in the report.

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

24. 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 meet the aspirations ofthe employees as well as the organization. These policies are implanted through trainingand other developmental programs. These policies encourage continuous learnings andinnovations. Your Company has a dedicated team of 819 employees as on 31stMarch 2019 as compared to 720 employees as on 31stMarch 2018. The Companycontinues to have cordial industrial relations.

25. 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 of the Company

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

Nirmal Jyoti Chatterjee Bhupinder Kumar Sekhri
Director Managing Director
DIN:08321513 DIN:00087088
Regd. Office Address:
Tinna House No. 6
Sultanpur Mandi Road
Mehrauli New Delhi-110030
Place : New Delhi
Date : 10 th August 2019

Annexure "A"

Statement pursuant to Section 134 of the Companies Act2013

Form AOC-1

(Pursuant to first proviso to sub-section (3) of Section 129 read with rule 5 of theCompanies (Accounts) Rules 2014)

Statement containing salient features of the financial statement of Subsidiaries/Associate Companies/ Joint Ventures

Part- A : Subsidiaries

There is no subsidiary of a company as on 31st March 2019

Part B: Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act 2013 related to AssociateCompany and Joint Ventures(Rs. in lakhs)

Name of the Associate Company T P Buildtech Pvt. Ltd.
1. Latest audited balance sheet date 31-03-2019
2. Shares of Associate Company held by the Company as on year end 3412500 Equity shares of Rs. 10/- each
Amount of investment in associates 341.25
Extent of Holding % 48.75%
3. Description of how there is Influence There is significant influence due to percentage of Share Capital.
4. Reason why the associates is not consolidated NA
5. Net worth attributable to Shareholding as per latest audited Balance Sheet 223.42
6. Profit/ (Loss) for the year a) Considered in Consolidation 11.63
b) Not considered in consolidation NA

.