Your Directors have pleasure in presenting the Tenth Annual Report on the business andoperations of the Company and the Audited Statement of Accounts for the year ended 31stMarch 2018.
1. FINANCIAL RESULTS:
The Financial results of the company for the Financial Year 2017-18 is as follows:
| || |
|Statement of || |
(Amount in Rs.in Lacs)
(Amount in Rs.in Lacs)
|Profit and Loss ||March 31 2018 ||March 31 2017 ||March 31 2018 ||March 31 2017 |
|Total Income ||46155.42 ||41308.42 ||47003.47 ||41928.44 |
|Total Expenses ||46189.51 ||40562.91 ||47046.57 ||41335.19 |
|Profit /(loss) before tax ||(34.09) ||745.51 ||(43.10) ||593.25 |
|Income tax expense ||(7.12) ||246.75 ||(7.12) ||246.75 |
|Profit/ (loss) for the year ||(26.96) ||498.76 ||(35.98) ||346.50 |
|Other comprehensive income ||71.16 ||(1.74) ||72.78 ||(0.07) |
|Total Comprehensive income/(loss) for the year net of tax ||44.20 ||497.01 ||36.80 ||346.43 |
2. RESULT OF OPERATIONS
STANDALONE FINANCIAL RESULTS
During the year under review the revenue of the company is Rs. 46155.42 Lacs asagainst Rs. 41379.83 Lacs in the previous Financial Year. The company booked EBITA Profitof Rs. 1062.33 Lacs as against EBITA of Rs. 1295.08 Lacs last year. The margins could havebeen higher but due to longer than anticipated storage the margins were reduced onaccount of higher carrying cost. The company is hopeful to perform better during nextfinancial year.
CONSOLIDATED FINANCIAL RESULTS
The Consolidated Financial Statements of the Company are prepared in accordance withthe relevant Indian Accounting Standards issued by the Institute of Chartered Accountantsof India and forms an integral part of this Report. During the year under review theconsolidated revenue of the company is Rs. 47003.47 Lacs as against Rs. 41928.44 Lacs inthe previous Financial Year.
The Directors of the company do not recommend any dividend for the F.Y. 2017-2018.
4. TRANSFER TO RESERVES
The Company has not transferred any amount towards any reserves.
5. CHANGE IN THE NATURE OF BUSINESS
There has been no material change in the nature of business of the company.
6. BUSINESS OPERATIONS/ STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK
India continuous to be the largest producer/consumer/ importer of pulses and a bigstake holder in other Agri commodities too. Your company has been actively engaged in thetrading of various Argi commodities and enjoy a prestigious position. Your company'sphilosophy continued innovation in trading model and the selection of commodities hasensured that in the most competitive years also company continued to maintainProfitability by leveraging its reputation/ expertise and excellent relationships makingit a preferred trading partner among buyers and sellers. During the last two years yourcompany has successfully been able to reduce its dependence on pulses (about 80%) and hasgained a good market share in the trading of wheat corn proteins etc. The company hasdeveloped an ef cient chain of corn procurement from the farmers through small aggregatorsand supplying directly to the poultry feed mills and starch industry. We wish to pursuesimilar opportunities in other commodities too such as grapes chickpeas etc. In thecoming year owing to the highest ever procurement of wheat (approx. 35 million MT) by FCI
Under OMSS model the company foresees an excellent opportunity to trade in the wheatby purchasing it from FCI and to sell it to the our millers based in southern states thusto connect the movement of grains from higher producing states of North India to theconsumption centers at South India and taking benefit of geographic arbitrage.
In the pulses Trade Company's USP is the presence at all the main ports/ consumptioncenters across India where company has been engaged in selling the products to the actualusers (millers). The company has developed the model to encash the price arbitrageopportunity in pulses as most of the times the prices of pulses are lower at main Gujaratports while highest at Southern India ports like Tuticorin. The movement of the cargo isdone through the domestic coastal sea routes to minimize the transportation cost.
Apart from trading in agricultural activities your company has plans to diversify itsbusiness activities by entering into trading of other products like rubber and rubberproducts steel products and other allied products. It would enable us to diversify ourrisk away from Agri commodities and build a more sustainable enterprise. Company forseegood Profit margins in these commodities and is expected to enhance the contribution ofthese products to the earnings of the company over the coming years.
7. STATUS OF LISTING OF SHARES OF THE COMPANY
The Scheme of Arrangement for demerger of Agro Commodity Trading & InvestmentUndertaking (Demerged Undertaking) from Tinna Rubber and Infrastructure Limited (DemergedCompany) into Tinna Trade Limited (Resulting Company) was approved by the Hon'ble NationalCompany Law Board Tribunal New Delhi vide its order dated 15th December 2017 (Scheme ofArrangement). Pursuant to the approved scheme of arrangement the company has transferredthe assets and liabilities as per the schedule of assets and liabilities annexed to thescheme. The company has made allotment on 19th February 2018 to the shareholders of TinnaRubber and Infrastructure limited in the ratio of 1:1 existing as on record date i.e. 15thFebruary 2018. Further the company has made an application for listing of its equityshares and received trading approval from Bombay Stock Exchange (BSE) vide its letterNo.DCS/AMAL/TP/SD/7362/2018-19 Dated 16th August 2018. Since the company's securitieswere under listing and no listing approval was received as on 31st March 2018 theprovisions of SEBI (Listing Obligations & Disclosure Requirements) 2015 related tocorporate governance report are not applicable to the company.
8. DETAILS OF SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANIES
The company has one subsidiary B.G.K. Infrastructure Developers Private Limitedholding 51.53% of the total equity shares as on 31st March 2018. The company does nothave any Joint Venture or associate company as on 31st March 2018. Performance andfinancial position of the subsidiary company pursuant to section 129 (3) of the CompaniesAct 2013 is annexed herewith as Annexure-A to this report in form AOC-1.
Further there has been no material change in the nature of the business of theSubsidiary company. Pursuant to the provisions of Section 136 of the Act the financialstatements of the Company consolidated financial statements along with relevant documentsand separate audited accounts in respect of subsidiaries are available on the website ofthe Company. Policy for determining material subsidiaries of the Company is available onthe website of the Company www.tinnatrade.in.
9. RISK MANAGEMENT
The Company has identi ed certain business risks and also put in place measures fordealing with such risks which it faces in day to day operations of the Company. TheCompany has devised and implemented a mechanism for risk management and has developed aRisk Management Policy and is annexed herewith as Annexure-B to this report.
10. INTERNAL CONTROL SYSTEMS
The Company has in place adequate systems of internal control. The Company has robustsystems for Internal Audit It has procedures covering financial operating and managementfunctions. These controls have been designed to provide a reasonable assurance with regardto maintaining proper accounting control monitoring of operations protecting assets fromlosses due to unauthorized and improper use due compliances with regulations and forensuring reliability of financial reporting. Some of the main objectives of internalcontrol system are:
1. To Ensure compliances with laws and regulations
2. To Ensure compliance of management policies
3. To ensure best use of assets and resources
4. To maintain reliable accounting record
5. To locate frauds and errors and setting processes to minimize risk.
6. To Improve procedures and ef ciency
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 the 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.
12. SHARE CAPITAL
The Hon'ble National Company Law Tribunal New Delhi vide its order dated December 152017 has approved the Composite Scheme of Arrangement between Tinna Rubber &Infrastructure Limited with Tinna Trade Limited ("Scheme of Arrangement"/"Scheme"). In terms of the aforesaid Scheme of Arrangement the Resulting CompanyTinna Trade Limited will issue one fully paid equity shares to the shareholders ofDemerger company existing as on record date for each share held by them in demergedcompany and the same will be listed on the same stock exchange on which the DemergedCompany Tinna Rubber & Infrastructure Limited is listed. Therefore the authorisedshare capital of the company has been increased from Rs. 5.00 crores to Rs. 9.00 croresduring the year under review.
Hence as per the terms of scheme of arrangement 8564750 equity shares has beenallotted to the equity shareholders of Tinna Rubber and Infrastructure limited on19.02.2018 existing as on record date i.e. 15.02.2018 xed by the board of directors andexisting share capital of Rs. 50000000 has been cancelled. Therefore the paid up sharecapital of the company has been increased Rs. 85647500.
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 orby trustees 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.
13. DIRECTORS & KEY MANAGERIAL PERSONNEL
A) Changes in Directors and Key Managerial Personnel
i) Appointment & Resignation
During the year under review there has been no change in the directorship of thecompany. During the year under review Mr. Anish Mahajan was appointed as Chief Financialof cial (CFO) in compliance with the provisions of Companies Act 2013 and LODR w.e.f.20.01.2018.
ii) Retirement by Rotation
In accordance with the provisions of Section 152(6) of the Companies Act 2013 Mr.Kapil Sekhri (DIN-00090771) will retire by rotation at the ensuing Annual General Meetingof the Company and being eligible offers themselves for re-appointment. The Boardrecommends their re-appointment.
B) Declaration by Independent Directors
The independent directors have submitted the declaration of Independence as requiredpursuant to section 149(7) of the Companies Act 2013 stating that they meet the criteriaof independence as provided in sub section (6).
14. BOARD EVALUATION
In accordance with the provisions of Schedule IV of the Companies Act 2013 a separatemeeting of the Independent Directors was held properly without the attendance ofNon-Independent Directors and Members of the Management. The Committee has reviewed theperformance and effectiveness of the Board in this meeting as a whole for the FinancialYear 2017-18
15. STATUTORY AUDITORS
At the Annual General Meeting held on 27th September 2014 M/s V. R. Bansal &Associates Chartered Accountants( Firm Registration No.016534N) were appointed asstatutory auditors of the company to hold the office till the conclusion Annual generalMeeting to be held in the year 2018. As per the provisions of section 139 of the Act nolisted company can appoint or reappoint an audit rm as auditor for more than two terms offive consecutive years. M/s V.R. Bansal & Associates have been the Auditors of theCompany since 2013-14 and have completed a term of five years.
In view of the above M/s V.R. Bansal & Associates being eligible forre-appointment and based on the recommendation of the Audit Committee the Board ofDirectors has at its meeting held on 17th August 2018 proposed the appointment of M/sV.R. Bansal & Associates as the statutory auditors of the Company for a period offurther Five years to hold office from the conclusion of this AGM till the conclusion ofthe Fifteenth AGM of the Company to be held in the year 2023.
16. AUDITORS' REPORT
Auditor's Report on the Standalone and consolidated Final Accounts of the Company isattached herewith. Auditors Report does not contain any reservation qualification oradverse remark.
17. SECRETARIAL AUDIT
M/s Ajay Baroota & Associates Practicing Company secretary (Certificate ofPractice (CP) No.-3945) was appointed to conduct the secretarial audit of the company forthe financial year 2017-18 as required under section 204 of the Companies Act 2013 andrules thereunder. The Secretarial Audit Report for the FY 2017-18 forms part of AnnualReport and is annexed herewith as Annexure-C.
There is no qualification reservation or adverse remark in the report and the same isself-explanatory.
18. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Remuneration Policy of the Company is designed to attract motivate and retainmanpower in a competitive and international market. The policy reflects the Company'sobjectives for good corporate governance as well as sustained long-term value creation forshareholders. The Remuneration Policy applies to the Company's senior managementincluding its Key Managerial Personnel and Board of Directors. The policy on Directors'appointment and remuneration and other matters provided in Section 178(3) of the CompaniesAct 2013 is available on the website of the Company www.tinnatrade.in
19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188
Related party transactions that were entered during the financial year were at arm'slength and in the ordinary course of the business. None of the transactions with anyrelated parties were in con ict with the company's interest. Disclosure of the relatedparties' transactions as required under section 134 read with section 188 of the companiesAct 2013 is made in the Form AOC-2 as Annexure-D to the Board report.
20. DIRECTORS' RESPONSIBILITY STATEMENT
The Directors' Responsibility Statement referred to in clause (c) of sub-section(3) of Section 134 of the Companies Act 2013 shall state that (a) in thepreparation of the annual accounts the applicable accounting standards had been followedalong with proper explanation relating to material departures; (b) the directorshad selected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the company at the end of the financial year and of the Profit and loss ofthe company for that period; (c) the directors had taken proper and suf cient carefor the maintenance of adequate accounting records in accordance with the provisions ofthis Act for safeguarding the assets of the company and for preventing and detecting fraudand other irregularities; (d) the directors had prepared the annual accounts on agoing concern basis; and (e) the directors had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.
(f) the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
21. MATERIAL CHANGES AND COMMITMENTS
AFFECTING FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT
The Scheme of Arrangement for demerger of Agro Commodity Trading & InvestmentUndertaking (Demerged Undertaking) from Tinna Rubber and Infrastructure Limited (DemergedCompany) into Tinna Trade Limited (Resulting Company) was approved by the Hon'ble NationalCompany Law Board Tribunal New Delhi vide its order dated 15th December 2017 (Scheme ofArrangement) and the company has made an application for listing of its equity shares atBombay Stock Exchange (BSE) and Calcutta Stock Exchange (CSE). The company has receivedapproval for listing of its securities at Bombay Stock Exchange (BSE) vide its letter No.DCS/AMAL/TP/SD/7362/ 2018-19 Dated 16th August 2018.
22. PARTICULARS OF EMPLOYEES:
Pursuant to the provisions of Section 197 (12) of the Companies Act 2013 read withRule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 statement of particulars of employees is annexed as Annexure E to the board report.
23. NUMBER OF MEETINGS OF THE BOARD OF
The Board met 7 (Seven) Times during the financial year. The intervening gap betweenthe two meetings was within the period prescribed by the Companies Act 2013.
24. AUDIT COMMITTEE
In order to comply with the Regulation 18 of the SEBI
(Listing obligations and disclosure Requirements) Regulations 2015 the company hasre-constituted the audit committee of the company. It comprises of following directors asmembers:
1. Mr. Vivek Kohli (Independent Director)
2. Mr. Ashish Madan (Independent Director)
3. Ms. Sanvali Kaushik (Independent Director) The Audit Committee of the Company isentrusted with the responsibility to supervise the Company's internal controls andfinancial reporting process. The members of the company has relevant knowledge andexperience in financial matters. There are no recommendations of the audit committeewhich have not been accepted by the board.
25. EXTRACT OF THE ANNUAL RETURN
The extract of the annual return in Form No. MGT 9 is annexed herewith as Annexure-F tothe board report.
26. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
The Company has established a Vigil Mechanism that enables the Directors and Employeesto report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguardsagainst victimization of persons who use the Vigil Mechanism; and (b) direct access to theChairperson of the Audit Committee of the Board of Directors of the Company in appropriateor exceptional cases. The same is available at the website of the companywww.tinnatrade.in.
27. 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.
28. 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)
| ||2017-18 ||2016-17 ||2015-16 |
|Foreign Exchange earnings (INR) ||323.97 ||453.73 ||407.65 |
|Foreign Exchange Outgo (INR) ||94.95 ||67.16 ||212.59 |
29. COMMITTEES OF THE BOARD
As on 31st March 2018 the company had 4 (Four) committees Audit Committee Nominationand remuneration committee Stakeholders Relationship committee and Corporate SocialResponsibility Committee. All the committees were constituted in compliance of theapplicable provisions of Companies Act 2013 and SEBI ((Listing obligations and disclosureRequirements) Regulations 2015 and their composition is available at the website of thecompany www.tinnatrade.in.
30. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The committee members has reviewed & approved the CSR policy and has recommended tothe Board corporate Social Responsibility Policy (CSR Policy) indicating the activitiesto be undertaken by the Company which has been approved by the Board. The same isavailable on the website of the company www.tinnatrade.in.
Pursuant to the provisions of Section 135 of the Companies Act 2013 the company hasto incur at least 2% of the average net Profits of the preceding three financial yearstowards Corporate Social Responsibility (CSR) which is Rs.9.16 Lacs. The company hasincurred Rs. 4.89 Lacs during the financial year 2017-18. The Company could not spent theremaining amount and is planning & exploring the future opportunities. The AnnualReport on CSR activities during FY 2017-18 is enclosed as per prescribed format asAnnexure - G and forms part of this report.
31. INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
In order to prevent sexual harassment of women at work place a new Act 'The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013'. Underthe said Act every company is required to set up an Internal Complaints Committee to lookinto complaints relating to sexual harassment at work place of any women employee. Companyhas adopted a policy for prevention of Sexual Harassment of Women at workplace and has setup Committee for implementation of said policy. During the year Company has not receivedany complaint of harassment.
32. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Familiarization Programme of the company aims to enable the Independent Directorsto understand its business and operation in depth and contribute signi cantly to thegrowth of the Company. The company provides the necessary information to all the directorsabout the overall industry and the company business issues. The policy on FamiliarizationProgramme for independent directors is available on website of the companywww.tinnatrade.in.
33. DETAILS OF THE SIGNIFICANT AND
MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
The Scheme of Arrangement for demerger of Agro Commodity Trading & InvestmentUndertaking (Demerged Undertaking) from Tinna Rubber and Infrastructure Limited (DemergedCompany) into Tinna Trade Limited (Resulting Company) was approved by the Hon'ble NationalCompany Law Board Tribunal New Delhi vide its order dated 15th December 2017 (Scheme ofArrangement). Further the company has received approval for listing of its securities atBombay Stock Exchange (BSE) vide its letter No. DCS/AMAL/TP/SD/7362/2018-19 Dated 16thAugust 2018.
34. HUMAN RESOURCES MANAGEMENT
Human resource management (HRM) is the strategic and coherent approach to themanagement of an organization's most valued assets - the people working there whoindividually and collectively contribute to the achievement of the objectives of thebusiness. Your Company has maintained a competitive healthy and harmonious workenvironment at all levels. We have taken new initiatives to strengthen the Company'srecruitment process values and vision programmes leadership and Performance management.The Company's HR policies and processes are aligned to effectively drive its expandingbusiness and emerging Opportunities. This has been achieved by continuously investing inlearning and development programs creating a compelling work environment empoweringemployees at all levels and maintaining well-structured reward and recognition mechanisms.The Company helps employees build new skills and competencies and promotes knowledgesharing and team building.
The Directors place on record their gratitude for their co-operation and assistance tothe Shareholders Commodity Exchanges Government Authorities and other regulatoryAuthorities. The Directors also place on record their sincere appreciation to theemployees for their continuing support and unstinting efforts. We look forward to theircontinued support in the future.
For & on Behalf of the Board of Directors
|(Gaurav Sekhri) ||(Ashish Madan) |
|Managing Director ||Director |
|DIN-00090676 ||DIN-00108676 |
|Place: New Delhi || |
|Dated: 17.08.2018 || |