To The Members of
Tinna Rubber and Infrastructure Limited
Your Directors take pleasure in presenting the 35thAnnual Report of yourCompany together with the Audited Financial Statements for the Financial Year ended March31 2022.
1. FINANCIAL RESULTS
|Particulars ||F.Y 2021-22 ||F.Y 2020-21 |
|Revenue from Operations ||23715.59 ||13006.35 |
|Other Income ||339.57 ||168.92 |
|Total Income ||24055.16 ||13175.47 |
|Expenses ||21779.29 ||13017.60 |
|Profit before exceptional items and tax ||2275.87 ||157.87 |
|Less: prior Period items ||- ||- |
|Profit before tax (PBT) ||2275.87 ||157.87 |
|Less: Tax Expenses ||593.66 ||46.29 |
|Profit after tax (PAT) ||1682.21 ||111.58 |
|Add: Balance brought forward ||2695.01 ||2571.70 |
|Add: Re-measurement gains/Losses on Defined benefit Plan (Net of Tax) ||-10.26 ||11.73 |
|Less: Adjustment related to transitional provisions of depreciation || || |
|Surplus available for appropriation ||4363.35 ||2695.01 |
|Appropriations: || || |
|Less: Proposed dividend on equity Shares ||- ||- |
|Less: Tax on proposed dividend ||- ||- |
|Less: Tax adjustment relating to earlier years ||-636.72 ||- |
|Less: Transferred to general reserve ||- ||- |
|Balance carried to Balance Sheet ||3730.24 ||2695.01 |
2. FINANCIAL REVIEW AND STATE OF COMPANY'S AFFAIRS
Main business of the Company is processing of end of life tyres (ELT)&manufacturing of Hi Tensile Ultrafine Reclaim Rubber Ultrafine Tyre Crumb CrumbRubber Modifier (CRM) Modified Bitumen Bitumen Emulsion Hi Carbon Steel Abrasives andother allied products.
(A) STANDALONE RESULTS
During the Financial Year 2021-22 the revenue from operations for the standaloneentity stand to Rs. 23715.59 as compared to Rs. 13006.55 lacs in the previous FinancialYear. Profit before tax is Rs.
2275.87 lacs as compared to Profit before tax of Rs
157.87 in the previous Financial Year. During the year under review there has beenProfit after tax was
1682.21 lacs as compared to Profit after tax of Rs
111.58 lacs in the previous Financial Year.
As per the Qualified opinion of the Statutory Auditors (Auditors) included in their"Report on the Standalone Financial Statements-"
a) There was old dispute regarding Income Tax relating to financial year 2013-14 .Department has raised demand of Rs. 1107.73 Lakhs including interest and penalty. Thecompany was contesting the demand in Appeal and made pre-deposit of Rs. 251.00 Lakhs inearlier years. For settlement of disputes Govt. has introduced Vivad se Vishwas settlementScheme in which only principal is to be paid and interest and penalty would be waived. Tobuy peace company applied for settlement of the dispute in the Vivad se Vishwas scheme.Company expect that Rs. 206.19 laksh principal tax liability would be adjusted fromdeposit and balance would be refunded. As the tax dispute relates to earlier years and ithas no bearing on current year income hence Management consider it proper to adjust thetax impact of above demand Rs. 556.51 lakhs( tax liability Rs. 206.19 laksh MAT Creditentitlement written off Rs. 442.44 lakhs and write back of provision of interest on incometax Rs. 92.12 Lakhs hence the same is not charged to P & L but directly reduced fromReserves.
b) The company has opted to pay tax under section 115 BAA of the Income Tax Act underwhich preferred tax rate of 22% plus surcharge is applicable after adjustment of
brought forward losses and no MAT(Minimum Alternate Tax is Payable) . Under this optionbrought forward MAT losses are of no value as MAT is not applicable. Hence brought forwardMAT credit entitlement Rs. 111.58 laksh has been adjusted from reserves. Further IncomeTax liability provision Rs. 31.36 Lakhs made for the year 2020-21 was not required to bepaid in term of section 115 BAA and the same was also written back and added to Reserves.As this does not pertain to current year 2021-22 so company has not charged it to P &L for current year 2021-22.
(B) CONSOLIDATED RESULTS
The Audited Consolidated Financial Statements together with Auditors Report form partof the Annual Report. The Consolidated net profit after tax was Rs.1689.72 lakhs duringthe Financial Year 202122 as compared to Loss after tax Rs. 13.81 lakhs in the previousFinancial Year.
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(3Xl) 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) TRANSFERTO RESERVES
The Company does not propose 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.
The Company performed reasonably well during the year The Board of Directors hasrecommended Final Dividend of Rs 4 per equity shares of Rs 10 i.e. 40% for the year ended31st March 2022.
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 fromwastetyres.Tinna's research & development team has developed various value addedproducts from 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 also introduced new technologies and twospecialized grades of Emulsion such as Micro Surfacing Recycling grades Emulsion andEco-Friendly cold mix emulsion for rural road.) Since last few years. Any new initiativeto develop new products and processes takes time to stabilize and additional costs areincurred in the business development. The Investments that your company has made startedgiving positive results during the year 21-22.
5. SCHEME OF ARRANGEMENT
Further no Capital Restructuring has taken place during the year 2021-22.
6. SUBSIDIARY JOINT VENTURE (JV) AND ASSOCIATE COMPANIES
The Company has one subsidiary company as on March 31 2022 and 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 of the Act the financial statements of the Companyconsolidated financial statements along with relevant documents and separate auditedaccounts in respect of Associate are available on the website of the Company. Policy fordetermining material subsidiaries of the Company is available on the website of theCompany www.tinna.in.
The details of subsidiary and associate company is given below:
The Company has incorporated Wholly Owned Subsidiary Company under the name "TinnaRubber BV" in Netherlands. The vision of Tinna Rubber BV is to become leading ELTMaterial Recycling Company in Europe. Promoted by Tinna Rubber & InfrastructureLimited it comes with extensive domain experience on board.
TP BUILDTECH PVT. LTD. (TPBPL)
TPBPL is an associate Company of Tinna Rubber And Infrastructure Ltd. The Company isengaged in the business of manufacturing construction chemicals. With the help of Research& Development activities during the Financial Year 2122 TPBPL has succeeded ingetting orders from various renowned brands and some of the best construction Companies inthe country. Revenue from operations (gross) for the Financial Year 202122 is 4682.14 ascompared to Rs. 2799.01 lacs in the previous year. Whereas Profit after tax is 15.27 Lakhscompared to Loss after tax 286.08 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 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 firedetecting and firefighting equipments and proper security personnel. Regular trainingprogram for employees 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.
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 of8564750 equity 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 Secretarial Standards i.e. SS-1 and SS-2 relatingto 'Meetings of the Board of Directors' and 'General Meetings'respectively have beenduly followed by the Company.
14. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Companies Act 2013 Mr. GauravSekhri NonExecutive Director retires by rotation at the forthcoming Annual GeneralMeeting and being eligible offers himself for re-appointment.
The proposal regarding the re-appointment of the aforesaid Director is placed for yourapproval.
Mr. Rajendar Parshad Indoria resigned from company w.e.f 12th September2021. Mr. Vivek Kohli resigned from company w.e.f 18th September 202. Mr.Sanjay Kumar Jain Appointed as Independent Director w.e.f 20th October 2021.Mr Dinesh Kumar Appointed as Independent Director w.e.f 29th December 2021.Mr. Bhupinder Kumar Sekhri ReAppointed as Managing Director w.e.f 1st April2022.
The disclosure pursuant to the provisions of (i) the SEBI (Listing Obligations andDisclosure
Requirements) Regulations 2015 and (ii) Secretarial Standard on General Meetings("SS-2") issued by the Institute of Company Secretaries of India and approvedby the Central Government is given in the Notice of Annual General Meeting/ CorporateGovernance Report .
1. 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.
2. 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. As tenure of M/s. V. R. Bansal & Associates CharteredAccountants New Delhi (ICAI Registration No. 016534N) will be completed at the ensuingannual general meeting as prescribed under Companies Act 2013
The Board of Director of the company has appointed M/s SS Kothari Mehta & CompanyChartered Accountants Firm Reg. Number- 000756N Address- Plot No. 68 Okhla IndustrialArea Phase- III New Delhi-110020 as a Statutory Auditors of the company for the periodof Five Consecutive years & from the conclusion of 35th Annual generalMeeting till the conclusion of 40th Annual General Meeting.
They have also expressed their willingness to act as Auditors of the company ifappointed and have further confirmed that the said appointment would be in conformitywith the provisions of Section 138 to 141 of Companies Act 2013 the same is placed foryour approval.
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 25th May 2022 has on the recommendation of the Audit Committee appointedM/s Pant S. & Associates (Firm registration no. 101402) Cost Accountants to conductthe Audit of the cost accounting records of the Company for the Financial Year 2022-23the same is placed for your approval.
The Company is maintaining of cost records as specified by the Central Government undersubsection (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 except.
A few observations from the Auditors Report as pointed out by Secretarial Auditors arementioned as under:
It was informed by the Company that one employee of the Company inadvertentlysold2000 equity shares at Rs.69.45 per share on 30.06.2022 during the closure of tradingwindow. On receiving intimation from the employee the Company sent/shared the details ofthe said transaction with the Stock Exchange under SEBI (Prohibition of Insider Trading)Regulations 2015. The Board of Directors was appraised on the matter and the Board notedthe same.
The Board of Directors of the Company took note of the same.
3. 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.
4. 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 actualconflicts of interest that may arise because of entering into these transactions. RelatedParty Transactions are placed before the Audit Committee for review and approval. Prioromnibus approval 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
5. 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 of the Company. The Companyhas undertaken various measures to address environmental issues at its plant locations.
6. 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 2022 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.
7. MATERIAL CHANGES AND COMMITMENTS
The Company had registered itself under the MSME Act as a medium enterprise and obtaindifferent environmental certification during this year. This will bring benefits like moreflexibility with Banks with likely to benefit from increased supplies for Crumb/ReclaimRubber apart from Banks GOI guarantee support and Preference in Government Supplies &Easier Collections from Customers. The Company had also focused on branding of its valueadded products and in order to promote these objectives had participated in variousexhibition(s) and global event(s) that will further help the company to promote andregistered its presence in overseas Market.
8. 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 Managerial Personnel) Rules 2014 astatement showing the details of the employees drawing remuneration in excess of thelimits set out in the said rules are provided in the Annexure "E" forming partof the Annual Report. Disclosures pertaining to the remuneration and the other details asrequired under Section 197(12) of the Companies Act2013 read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are alsoprovided in the Annexure "E" forming part of the Annual Report.
9. DISCLOSURES NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the year 15 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.
The Audit Committee comprises of Three Non-Executive 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
Mr. Vivek kohli had resigned from the company w.e.f 18th September 2021 asan independent director and Mr. Sanjay Kumar Jain has appointed as Independent Director& Chairman of audit committee w.e.f. 20th October 2021
The details of other committees has been given in Corporate Governance Report.
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 available on the website of the companyat 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 of the Company www.tinna.in.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
Details of Loans guarantees and investments covered under the provisions of Section186 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(3Xm) of the Companies Act2013 read with Rule 8 of the Companies (Accounts) Rules 2014 regarding conservation ofenergy technology absorption and foreign exchange earnings and outgo is given in thestatement annexed (Annexure "F") 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
The Company has spent during the year entire unspent amount of CSR throughNon-Government Organization for social welfare activities. There are no amount remainedunspent as on 31st March 2022.
The Annual Report on CSR activities is enclosed as Annexure G.
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 Financial Year 2021-22.
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 Act 2013.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTOR
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 exceptstated elsewhere in the report.
6. No frauds have been detected/reported by any of the Auditors of the Company.
10. 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 721 employees as on 31stMarch2022 as compared to 642 employees as on 31stMarch 2021. The Company continuesto have cordial industrial relations.
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
Regd. Office Address: Tinna House No. 6 Sultanpur Mandi Road Mehrauli NewDelhi-110030
|Mr .Promila Kumar ||Mr. Bhupinder Kumar Sekhri |
|Director ||Managing Director |
|DIN: 08321513 ||DIN: 00087088 |
|Place : New Delhi || |
|Date : 9th June 2022 || |