Yours Directors have pleasure in presenting the Fourteenth (14th) Annual Report on thebusiness and operations of the Company and the Audited Statement of Accounts for the yearended 31st March 2022.
1. RESULTS OF OPERATIONS AND STATE OF AFFAIRS
The Financial results of the company for the Financial Year 2021-22 are as follows:
|Statement of Profit and Loss || |
(Amount in Rs. in Lacs)
| ||March 31 2021 ||March 31 2022 |
|Revenue from Operations ||24075.50 ||33458.05 |
|Other income ||270.99 ||271.79 |
|Total Income ||24346.49 ||33729.84 |
|Expenses (other than interest depreciation and Tax) ||24148.49 ||33299.04 |
|Profit /(Loss) before Interest Depreciation and Tax (EBITA) ||198.00 ||430.80 |
|Less: Interest and Finance Charges ||345.68 ||375.66 |
|Profit /(Loss) before depreciation ||(147.68) ||55.14 |
|Less: Deprecation and amortization expenses ||160.09 ||33.34 |
|Profit /(loss) before tax ||(307.77) ||21.80 |
|Income tax expense (including deferred tax and adjustment of tax related to earlier years) ||26.26 ||(36.21) |
|Profit/ (loss) for the year ||(281.52) ||58.01 |
During the year under review the company has achieved revenue of Rs. 33458.05 Lacs asagainst Rs. 24075.50 Lacs in the previous Financial Year. The company has achieved growthin turnover of 38% during the FY22 as compared to FY 21. The company's Profit before Taxis Rs. 21.80 Lacs during current FY as compared to loss of Rs. 307.77 Lacs during last FY.Total depreciation expense has decreased to Rs. 33.34 Lacs as compared to Rs. 160.09 Lacsduring FY 21 as the Goodwill that arise during the course of demerger of the company fromits holding company Tinna Rubber & Infrastructure Limited (TRIL) has been amortizedcompletely till FY 21 over the period of five years as per applicable accounting standardsand there is no further amortization during FY 22. Profit after Tax of the company is Rs.58.01 Lacs after adjusting deferred Tax expense during FY 22 as compared to Loss of Rs.281.52 Lacs during FY21.
2. PANDEMIC - CORONAVIRUS (COVID-19)
Second wave of COVID-19 has impacted India more than the first wave. Due to second waveQ1 of FY 22 was completely washed out. These were unprecedented times and the impact ofloss of lives and health was felt by most of the families in the country.
Your company prioritize the health and safety of employees decided to allow work fromHome. Besides that company arranged the vaccination programme for the employees and theirfamily members who were eligible for vaccination as per government norms.
This lockdown and havoc affected the business operation and sentiments. Challenge ofhealth and life was more important than business. But the dedication of employees coupledwith vision of management brought everything on track from second quarter (July-September21) onwards.
The Directors of the company do not recommend any dividend for the F.Y. 2021-22.
4. TRANSFERTO RESERVES
The Company has not transferred any amount towards any reserves during the FY 2021-22.
5. CHANGE IN THE NATURE OF BUSINESS
There has been no material change in the nature of business of the company
6. FUTURE OUTLOOK
It seems that COVID -19 is largely behind the humanity. Although we may witness a fewvariance of mutation of the virus but medical science and government have done their job.There is an unprecedented uptrend in the price of commodities that is visible globallyespecially in crude oil metals and Agri commodities. It is further being exaggerated bythe surprise attach of Russia on Ukraine. Russia being the second largest of Crude in theWorld both Ukraine and Russia accounts to more than 25% of global grain trade. There iscomplete disruption of shipment of grains and Sunflower oil from Black Sea area.
In the changed scenario of commodity price and logistics India shall emerged as one ofthe largest exporter of wheat. Your company being active in grain trade has been eyeing toget a handsome share of grain trade. The disruption of Sunflower oil shipments fromUkraine and Russia is shifting the edible oil demand to Malaysia/Indonesia and SouthAmerica. Your company has actively being participating in the trade of edible oil andforesee a good pie of grains and edible oil business in FY 22-23.
7. DETAILS OF SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANIES
During the FY 2020-21 the company has sold its stake in its subsidiary company M/s BGKInfrastructure Developers Pvt. Ltd resulting in loss of control over the said Company. Thesaid Company had become an associate Company as on 31st Mar 2021.
During the FY 2021-22 the Company has sold its entire stake in its associate CompanyM/s BGK Infrastructure Developers Pvt. Ltd vide share purchase agreement dated 30th June2021 and ceases to be associate Company as on 30th June 2021.
Therefore the company does not have any Subsidiary Joint Venture or associate companyas on 31s' March 2022.
8. RISK MANAGEMENT
The Company has well denned process to ensure risks are identified and steps to treatthem are put in place at the right level in the management. The operating managers areresponsible for identifying and putting in place mitigation plan for operational andprocess risks. Key strategic and business risks are identified and managed by the seniorleadership team in the organization. The Company's approach to address business risks iscomprehensive and includes periodic review of such risks and has established a frameworkfor mitigating controls and reporting mechanism of such risks. Some of the risks that theCompany is exposed to are Financial Risk Regulatory Risks Human Resources Risksstrategic Risks and foreign exchange fluctuation risks. The Company has devised andimplemented a mechanism for risk management and has developed a Risk Management Policy andis available on the website of the Company www.tinnatrade.in. The risk management policyof the company aims at identifying analyzing assessing mitigating monitoring andgoverning any risk or potential threat in the achievement of strategic objectives of thecompany.
9. INTERNAL CONTROL SYSTEMS
Your Company's Internal Control Systems are commensurate with the nature size andcomplexity of its business. The Directors have laid down internal financial controls to befollowed by the Company and such policies and procedures have been adopted by the Companyfor ensuring the orderly and efficient conduct of its business including adherence toCompany's policies safeguarding of its assets prevention and detection of frauds anderrors accuracy and completeness of accounting records and timely preparation of reliablefinancial information.
The Company has internal audit system which reviews and ensures sustained effectivenessof internal control. It has denned procedures covering financial operating and managementfunctions. The internal auditor carries out internal audit of the company and reports itsEndings to the Board of directors and Audit Committee of the company which reviews thereport and ensures that the areas denned for internal audits are proper and adequate. Onreview of the internal audit observations there are no adverse observations havingmaterial impact on the financials commercial implications or non compliances.
The company has not accepted any deposits from public and no amount of principal orinterest on deposits from public was outstanding as on date of balance sheet. Nodisclosure or reporting is required related to the public deposits under Chapter V of theCompanies Act 2013 as there is no transaction during the year under report.
11. SHARE CAPITAL
There is no change in the Share capital of the company during the year under review.The company's paid up share capital remained at Rs. 85647500/- comprising of 8564750fully paid equity shares of Rs. 10/- each.
A) Issue of equity shares with differential rights
The company has not issued any equity shares with differential rights during the yearunder report.
B) Issue of sweat equity shares
The company has not issued any sweat equity shares during the year under report.
C) Issue of employee stock options
The company has not issued any shares under employee stock options during the yearunder report.
D) Provision of money by company for purchase of its own shares by employees or bytrustees for the benefit of employees
The company has not made any provision of money for purchase of its own shares byemployees or by trustees for the benefit of employees during the year under report.
12. CORPORATE GOVERNANCE
Pursuant to Regulation 34 read with schedule V of the Listing Regulations a Report onCorporate Governance together with Certificate from practicing company secretaryconfirming compliance is included in the Annual Report.
13. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis report on the operations of the company asrequired under the SEBI (Listing Obligations and Disclosure Requirements) 2015 isprovided in the Annual Report as Annexure-A to the board Report.
14. DIRECTORS & KEY MANAGERIAL PERSONNEL
A) Changes in Directors and Key Managerial Personnel
i) Appointment & Resignation
Ms. Sanvali Kaushik (DIN-07660444) Non Executive Independent Director of the Companywhose tenure expired on 01st December 2021 has been re-appointed by board of Directorsof the company for another term upto five consecutive years in their meeting held on 8thNovember 2021 on the basis of recommendation of the Nomination and RemunerationCommittee and subject to the approval of shareholders in the ensuing Annual generalMeeting (AGM) by way of passing special resolution. Your Directors recommend herreappointment as independent Non-executive Director of the Company. The brief resume ofMs. Sanvali Kaushik and other relevant details are given in the accompanying Notice ofAGM.
ii) Retirement by Rotation
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Gaurav Sekhri is liable to retire by rotation at theensuing Annual General Meeting AGM. Mr. Gaurav Sekhri being eligible offers himself forre-appointment. Your Directors recommend his re-appointment as Director of the Company.The brief resume of Mr. Gaurav Sekhri and other relevant details are given in theaccompanying Notice of AGM.
B) Declaration by Independent Directors
Mr. Adhiraj Amar Sarin Mr. Ashish Madan & Ms. Sanvali Kaushik IndependentDirectors of your Company have declared to the Board of Directors that they meet thecriteria of Independence as laid down in Section 149(6) of the Act and Regulations16(1)(b) and 25(8) of the Listing Regulations and there is no change in the status oftheir Independence and have confirmed that they are not aware of any circumstance orsituation which exists or may be reasonably anticipated that could impair or impact theirability to discharge their duties.
The Board of Directors further confirms that the Independent Directors also meet thecriteria of expertise experience integrity and proficiency in terms of Rule 8 of theCompanies (Accounts) Rules 2014 (as amended).
15. ANNUAL EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to the provisions of Section 134(3) Section 149(8) and Schedule IV of theCompanies Act 2013 read with Listing Regulations Annual Performance Evaluation of theBoard the Directors as well as Committees of the Board has been carried out. Theperformance evaluation of all the Directors and the Board as a whole was conducted basedon the criteria and framework adopted by the Board details of which are provided in theCorporate Governance Report. The properly denned and systematically structuredquestionnaire was prepared after having considered various aspects and benchmarks of theBoard's functioning composition of the Board and its Committees performance of specificduties obligations and governance.
The performance evaluation of the Independent Directors was carried out by the entireBoard and the performance evaluation of the Chairman and Non-Independent Directors wascarried out by the Independent Directors in their separate meeting. The Board of Directorsexpressed their satisfaction with the evaluation process
16. STATUTORY AUDITORS
In terms of the provisions of Section 139 of the Act read with provisions of theCompanies (Audit and Auditors) Rules 2014 (as amended) M/s V.R. Bansal & AssociatesChartered Accountants ( Firm Registration No.016534N) was appointed as statutory auditorsof the company for a second term of consecutive period of 5 (Five) years to hold officefrom the conclusion of AGM held on 28'h September 2018 till the conclusion ofthe Fifteenth AGM of the Company to be held in the year 2023 on such remuneration mutuallyagreed upon by the Board of directors and the statutory auditors.
The reports given by the Auditors on the Financial Statements of the Company for thefinancial year ended March 31 2022 form part of this Annual Report and there is noqualification reservation adverse remark or disclaimer given by the Auditors in theirReports. The Auditors of the Company have not reported any fraud in terms of the secondproviso to Section 143(12) of the Act.
17. SECRETARIAL AUDITOR
In terms of Section 204 of the Act read with Rule 9 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 (as amended) your Board has appointedM/s Ajay Baroota & Associates Practicing Company secretary (ICSI Membership No. FCS3495 and C. P. No. 3945) was appointed as secretarial auditor of the company for thefinancial year 2021-22. The Secretarial Audit Report for the FY 2021-22 forms part ofAnnual Report and is annexed herewith as Annexure-B to the Board Report.
There is no qualification reservation or adverse remark in the report and the same isself explanatory.
18. COST RECORDS
Neither maintenance of cost records nor audit thereof in terms of Section 148 of theAct is applicable to the Company
19. NOMINATION AND REMUNERATION POLICY
In terms of the provisions of Section 178(3) of the Act and Regulation 19 read withPart D of Schedule II to the Listing Regulations Your Board has adopted a RemunerationPolicy for identification selection and appointment of Directors Key ManagerialPersonnel (KMPs) and Senior Management Personnel (SMPs) of your Company. The Policyprovides criteria for fixing remuneration of the Directors KMPs SMPs as well as otheremployees of the Company. The Policy enumerates the powers roles and responsibilities ofthe Nomination and Remuneration Committee. Your Board on the recommendations of theNomination and Remuneration Committee appoints Director(s)/KMP'S and SMP's of the Companybased on his / her eligibility experience and qualifications. The policy on Nominationand remuneration of Directors and KMP's and other matters provided in Section 178(3) ofthe Companies Act 2013 is available on the website of the Company www.tinnatrade.in.
20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
In line with the requirements of the Companies Act 2013 and amendment to the ListingRegulations your Company has formulated a revised Policy on Related Party Transactionswhich is also available on the Company's website at www.tinnatrade.in. The Policy intendsto ensure that proper reporting approval and disclosure processes are in place for alltransactions between the Company and Related Parties.
All Related Party Transactions entered during the year were in Ordinary Course of theBusiness and at Arm's Length basis. No Material Related Party Transactions i.e.transactions exceeding 10% of the annual consolidated turnover as per the last auditedfinancial statement were entered during the year by your Company.
All Related Party Transactions are placed before the Audit Committee for review andapproval. Prior omnibus approval is obtained for Related Party Transactions which are ofrepetitive nature and / or entered in the Ordinary Course of Business and are at Arm'sLength on annual basis.
Disclosure of the related party transactions as required under Section 134 read withsection 188 of the companies Act 2013 is made in Form AOC-2 as Annexure-C to the Board'sreport.
The related party disclosures as specified in Para A of Schedule V read with Regulation34 (3) of the Listing Regulations are given in the Financial Statements
21. DIRECTORS' RESPONSIBILITY STATEMENT
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 shall state that-
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
22. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OFFINANCIAL YEAR AND DATE OF REPORT
There are no Material changes and commitments affecting Financial Position of thecompany between the end of financial year and date of report.
23. PARTICULARS OF EMPLOYEES
The information required under Section 197(12) of the Act read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is attachedas Annexure - D and forms an integral part of this annual report.
The statement containing names of top ten employees in terms of remuneration drawn andthe particulars of employees as required under Section 197(12) of the Companies Act 2013read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is also provided in the Annexure -D forming part of this Report.
24. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Board met 5 (Five) Times during the financial year. The intervening gap between thetwo meetings was within the period prescribed by the Companies Act 2013. The details ofthe number of meetings of the Board held during the Financial Year 2021-22 forms part ofthe Corporate Governance Report.
25. AUDIT COMMITTEE
The Audit Committee of the Board has been constituted in terms of Listing Regulationsand Section 177 of the Companies Act 2013. The audit committee of the company comprisesof three Non-Executive independent Directors- Mr. Adhiraj Amar Sarin Mr. Ashish Madan& Ms. Sanvali Kaushik. Further terms of reference number of meetings held and otherdetails are given in the Report on Corporate Governance which forms part of the AnnualReport. There are no recommendations of the audit committee which have not been acceptedby the board.
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act the Annual Return ason March 31 2022 is available on the Company's website on www.tinnatrade.in.
27. WHSITLE BLOWER POLICY / VIGIL MECHANISM
Your Company is committed to highest standards of ethical moral and legal businessconduct. Accordingly In terms of provisions of Section 177 of the Act and Rules framedthereunder read with Regulation 22 of the Listing Regulations your Company has a vigilmechanism in place for the Directors and Employees of the Company through which genuineconcerns regarding various issues relating to inappropriate functioning of theorganization can be raised. A Vigil Mechanism Committee under the Chairmanship of theAudit Committee Chairman is also in place. The Whistle Blower Policy has been uploaded onthe website of the Company www.tinnatrade.in.
28. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
The company has complied with the provisions of Section 186 of companies Act 2013 inrelation to Loan Investment & Guarantee given by the company during the financialyear. Loans guarantees and investments covered under section 186 of the Companies Act2013 form part of the notes to the financial statements.
29. DISCLOSURE ON CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEDEALING:
(i) CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
Provisions as regard to Conservation of Energy & Technology absorption are notapplicable to the company.
(ii) FOREIGN EXCHANGE EARNINGS AND OUTGO:
Details of foreign Exchange earnings and outgo:
| || |
(Rs. in lacs)
| ||2020-21 ||2021-22 |
|Foreign Exchange infiow (INR) ||94.72 ||89.33 |
|Foreign Exchange Outgo (INR) ||7516.74 ||7557.14 |
30. COMMITTEES OF THE BOARD
The Board of Directors of your Company has constituted various Committees as follows:
1. Audit Committee
2. Nomination and remuneration committee
3. Stakeholders Relationship committee
4. Corporate Social Responsibility Committee.
All the committees were constituted in compliance of the applicable provisions ofCompanies Act 2013 and SEBI ((Listing obligations and disclosure Requirements)Regulations 2015. The details of the Committees along with their composition number ofmeetings and attendance at the meetings are provided in the Corporate Governance Report
31. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Pursuant to the provisions of Section 135 of the Companies Act 2013 Every companyhaving net worth of rupees five hundred crore or more or turnover of rupees one thousandcrore or more or a net profit of rupees five crore or more during the immediatelypreceding financial year is required to incur at least 2% of the average net profits ofthe preceding three financial years towards Corporate Social Responsibility (CSR).
We wish to inform you that as on last audited balance sheet dated 31s'March 2021 the company does not meet any of the threshold prescribed by law. Hence theprovisions of Companies Act 2013 regarding CSR would not be applicable.
32. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
As per the requirement of the Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 ("POSH Act") and Rules made thereunderthe Company has formed Internal Complaints Committee for various work places to addresscomplaints pertaining to sexual harassment in accordance with the POSH Act. No complaintfor any sexual harassment has been received during the year.
33. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Board members of the Company are accorded every opportunity to familiarizethemselves with the Company its Management its Operations and above all the Industryperspective and issues. They interacted with Senior Management personnel and proactivelyprovided with relevant news views and updates on the Company and its subsidiary. All theinformation/documents sought by them is/are also shared with them for enabling a goodunderstanding of the Company its various operations and the industry of which it is apart.
As a part of Agenda of Board / Committee Meetings presentations are regularly made tothe Independent Directors on various matters inter-alia covering the Company's and itssubsidiaries businesses and operations. The details of the training and familiarizationProgramme are provided in the Corporate Governance Report. The policy on FamiliarizationProgramme for independent directors is available on website of the companywww.tinnatrade.in.
34. DETAILS OF THE SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSOR TRIBUNALS
During the year under review there were no significant material orders passed by theRegulators / Courts as on March 31 2022 which would impact the going concern status andfuture operations of your Company.
35. REPORTING OF FRAUDS
During the year under review the Statutory Auditors and Secretarial Auditors have notreported any instances of frauds committed in the Company by its Officers or Employees tothe Audit Committee under Section 143(12) of the Act details of which needs to bementioned in this Report.
36. SECRETARIAL STANDARDS
During the financial year under review the Company has complied with applicableSecretarial Standards specified by the Institute of Company Secretaries of India pursuantto Section 118 of the Companies Act 2013.
37. REVIEW OF COMPLIANCE REPORT BY THE BOARD
The Company has in place a proper system to enable the Board to review on a quarterlybasis the Compliance Report pertaining to all applicable laws to the Company and also toassess the steps taken by the Company to rectify instances of non compliances if any.
38. HUMAN RESOURCES MANAGEMENT
Company strongly believes that people are its greatest asset and this has been thefocal point of all its Human Resource Management (HRM) practices. It emphasises on thefreedom to express views competitive pay structure performance-based reward system andgrowth opportunities. It has well-documented and disseminated employee- friendly policiesto enhance transparency create a sense of teamwork and trust among employees and alignemployee interests with organizational strategic goals.
The Company also provide necessary training to enhance the skills of its employees asper industry requirements. It promotes a work environment that is characterized by fairand equal treatment for all employees. Tinna is committed to maintain the higheststandards of ethics learning environment and growth opportunities for all its employees.
The directors hereby acknowledge the dedicated and loyal services rendered by theemployees of the company during the year. We would also like to place on record theirappreciation for the continued cooperation and support received by the company during theyear from bankers financial institutions Government authorities business partnersshareholders and other stakeholders without whom the overall satisfactory performancewould not have been possible and look forward for the continuance of the same in future.
For & on Behalf of the Board of Directors
|Tinna Trade Limited |
|(Gaurav Sekhri) ||(Sanvali Kaushik) |
|Managing Director ||Director |
|DIN-00090676 ||DIN-07660444 |
|Regd. Off: No.6 Sultanpur Mandi || |
|Road Mehrauli New Delhi-110030 || |
|Place: New Delhi || |
|Dated: 23rd May 2022 || |