Yours Directors have pleasure in presenting the Eleventh Annual Report on the businessand operations of the Company and the Audited Statement of Accounts for the year ended31st March 2019.
RESULTS OF OPERATIONS AND STATE OF AFFAIRS STANDALONE
The Standalone Financial results of the company for the Financial Year 2018-19 are asfollows:
| || |
(Amount in Rs in Lacs)
|Statement of Profit and Loss ||March 31 2019 ||March 31 2018 |
|Revenue from Operations ||47789.53 ||45578.96 |
|Other income ||207.33 ||576.46 |
|Total Income ||47996.86 ||46155.42 |
|Expenses (other than interest depreciation and Tax) ||47080.26 ||45164.25 |
|Profit before Interest Depreciation and Tax (EBITA) ||916.6 ||991.17 |
|Less: Interest and Finance Charges ||540.03 ||837.21 |
|Profit before depreciation ||376.57 ||153.96 |
|Less: Deprecation and amortization expenses ||170.59 ||188.05 |
|Profit /(loss) before tax ||205.98 ||-34.09 |
|Income tax expense ||42.05 ||-7.12 |
|Profit/ (loss) for the year ||163.93 ||-26.96 |
During the year under review the revenue of the company is Rs. 47996.86 Lacs asagainst Rs. 46155.42 Lacs in the previous Financial Year. The company has made profitbefore Tax of Rs. 205.98 Lacs as compared to loss of Rs. 34.09 Lacs during previousFinancial Year. There is significant reduction in finance cost to Rs.540.03 Lacs ascompared to Rs.837.21 Lacs in last year. There is a reduction of 35% in the finance costas compared to last year. Total depreciation expense includes Rs. 128.00 lacs out of Rs.642 Lacs on account of amortization of Goodwill arise during the course of demerger of thecompany from TRIL over the period of five years as per applicable accounting standards.
The Consolidated Financial results of the company for the Financial Year 2018-19 are asfollows:
| || |
(Amount in Rs in Lacs)
|Statement of Profit and Loss ||March 31 2019 ||March 31 2018 |
|Revenue from Operations ||48759.36 ||46407.37 |
|Other income ||233.87 ||596.09 |
|Total Income ||48993.23 ||47003.47 |
|Expenses (other than interest depreciation and Tax) ||47820.25 ||45764.58 |
|Profit before Interest Depreciation and Tax (EBITA) ||1172.98 ||1238.89 |
|Less: Interest and Finance Charges ||659.54 ||976.25 |
|Profit before depreciation ||513.44 ||262.64 |
|Less: Deprecation and amortization expenses ||287.94 ||305.74 |
|Profit /(loss) before tax ||225.5 ||-43.10 |
|Income tax expense ||42.08 ||-7.12 |
|Profit/ (loss) for the year ||183.42 ||-35.98 |
During the year under review the consolidated revenue of the company is Rs. 48993.23Lacs as against Rs. 47003.47 Lacs in the previous Financial Year. The consolidated madeprofit before Tax is Rs. 225.49 Lacs as compared to loss of Rs. 43.10 Lacs during previousFinancial Year. The consolidated finance cost has come down to Rs. 659.54 Lacs as comparedto Rs. 976.25 Lacs during the previous financial year.
The Directors of the company do not recommend any dividend for the F.Y. 2018-2019.
3. TRANSFER TO RESERVES
The Company has not transferred any amount towards any reserves during the FY 2018-19.
4. CHANGE IN THE NATURE OF BUSINESS
There has been no material change in the nature of business of the company.
5. FUTURE OUTLOOK
The government of India has a clear focus on growth of agriculture sector especiallyto double the farmer's income by 2022. The steps have already been taken by the govt. bysignificantly increasing the MSP of Rabi and Kharif crops as compared to the previousfinancial years. The production of the wheat in the country has crossed the mark of 100million MT and the production of pulses has also crossed 22 Million MT. A gooddistribution network having association with the processors/ trade channel companyexpect to increase its presence in the sales and marketing of wheat and pulses to thoseareas.
Since Commodity prices are volatile in nature the company has widened its portfolio bydiversifying its business activities. The company has focus to develop the non Agribusiness to de-risk the business from dependence on Agri products and trading in othercommodities such as Steel abrasives & Construction chemicals. Steel shots aredistributed to many industries especially in automobile ancillaries. The constructionchemicals are being used in the industry as an ingredient to be used by infra companies& cement industry etc.
The economy is growing at the rate of close to 7% per annum which is increasingdisposable income to the society at a large. It is increasing the spending power on thefood as well. Since company is engaged in the trading and distribution of food grainspulses and other feed products there are many more opportunities to increase thebusiness.
6. STATUS OF LISTING OF SECURITIES
The Company has entered into the Scheme of Arrangement (Demerger) with Tinna Rubber andInfrastructure Limited & the Scheme was approved by the Hon'ble National Company LawTribunal New Delhi vide its Order dated 15th December 2017. The said Order was filedwith the Registrar of Companies New Delhi on 22nd Jan 2018.
Further pursuant to the approved Scheme of Arrangement the existing equity paid upshare capital of Rs. 50000000/consisting of5000000 fully paid equity shares of Rs.10/- per share was cancelled by the Company and the Company allotted fresh 8564750 fullypaid equity shares of Face Value Rs. 10 each on 19.02.2018 to the shareholders of TinnaRubber and Infrastructure Limited in the ratio of 1:1 existing as on record date i.e.15.02.2018 and the same were to be listed. Further as per the approved Scheme the Companyhas made application(s)/filed documents for listing of its 8564750 equity shares of Rs.10/- per share at Bombay Stock Exchange (BSE) Calcutta Stock Exchange (CSE) and AhmedabadStock Exchange (ASE) and also filed/submitted application/documents with SEBI fornecessary permission/approval.
In terms of the SEBI Order No. WTM/MPB/MRD/160/2018 dated 2nd April 2018; theAhmedabad Stock Exchange has exited and no more a stock exchange.
Further SEBI vide its letter No. CFD/DIL-II/ADM/AV/AP/ 220647/1/2018 dated July 232018 conveyed its Relaxation of Rule 19(2) (b) of the Securities Contracts (Regulation)Rules 1957 to the BSE thereafter Company received trading approval/permission fromBombay Stock Exchange (BSE) on 17.08.2018 and from Calcutta Stock Exchange on 29.08.2019after complying with the formalities as required by BSE and CSE. The trading of the sharesof the Company has begun w.e.f. 20.08.2018 at BSE.
7. 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 2019. The company does nothave any Joint Venture or associate company as on 31st March 2019. Performance andfinancial position of the subsidiary company pursuant to section 129 (3) of the CompaniesAct 2013 is annexed herewith as Annexure-A to the Board 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.
8. RISK MANAGEMENT
Your Company believes that managing risks helps in maximizing returns. The Company'sapproach to addressing business risks is comprehensive and includes periodic review ofsuch risks and a framework for mitigating controls and reporting mechanism of such risks.The Company has identified certain business risks and also put in place measures fordealing with such risks which it faces in day to day operation of the Company. The Companyhas devised and implemented a mechanism for risk management and has developed a RiskManagement Policy and is available on the website of the Company www.tinnatrade.in. Therisk management policy of the company aims at identifying analyzing assessingmitigating monitoring and governing any risk or potential threat in the achievement ofstrategic objectives ofthe company.
9. INTERNAL CONTROL SYSTEMS
The Company has internal audit system which reviews and ensures sustained effectivenessof internal control. It has defined procedures covering financial operating andmanagement functions. The internal audit is entrusted to M/SO.P. Bagla & Co.(Chartered Accountants).
The Board of directors and Audit Committee of the company actively reviews the internalaudit report and ensures that the areas defined for internal audits are proper andadequate. On review of the internal audit observations there are no adverse observationshaving material impact on the financials commercial implications or non-compliances. Thecompany has robust management Information system which is integral part of controlmechanism. The internal controls of the company have been designed to provide a reasonableassurance with regard to maintaining proper accounting control monitoring of operationsprotecting assets from losses due to unauthorized and improper use due compliances withregulations and for ensuring reliability of financial reporting.
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.
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-B to the Board Report.
14. DIRECTORS & KEY MANAGERIALPERSONNEL
A) Changes in Directors and Key Managerial Personnel
i) Appointment & Resignation
During the year under review
Mr. Vivek Kohli resigned as Non-Executive Independent director of the board effectivefrom November 3 2018 to pursue his other interests and commitments. The board places onrecord its sincere appreciation for the services rendered by him during his tenure.
Mr. Anish Mahajan resigned as chief financial official (CFO) effective from 6th April2019. Board places on record its deep appreciation for the services rendered by him.
Mr. Sachin Bhargava as joined the company as CFO effective from 09th April 2019.
ii) Retirement by Rotation
In accordance with the provisions of Section 152(6) of the Companies Act 2013 Mr.Gaurav Sekhri (DIN- 00090676) will retire by rotation at the ensuing Annual GeneralMeeting of the Company and being eligible offers themselves for re-appointment. The Boardrecommends their re-appointment. Brief profile of Mr. Gaurav Sekhri has been given in thenotice convening the Annual General Meeting.
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).
15. BOARD EVALUATION
The performance of the Board was evaluated by the entire Board after seeking inputsfrom all the Directors on the basis of criteria such as the Board composition andstructure effectiveness of Board processes information and functioning etc. Theperformance of the Committees was evaluated after seeking inputs from the Committeemembers on the basis of criteria such as the composition of Committees effectiveness ofCommittee meetings etc .In a separate meeting of Independent Directors performance ofNon-Independent Directors the Board as a whole and the Chairman of the Company aftertaking into account the views of Executive Directors and Non-Executive Directors wasevaluated. The Board and the NRC reviewed the performance of individual directors on thebasis of criteria such as the contribution of the individual director to the Board andCommittee meetings like preparedness on the issues to be discussed meaningful andconstructive contribution and inputs in meetings etc. In the Board meeting that followedthe meeting of the Independent Directors and meeting of the NRC the performance of theBoard its Committees and individual Directors was also discussed. Performance evaluationof Independent Directors was done by the entire Board excluding the Independent Directorbeing evaluated
16. STATUTORY AUDITORS
M/s V R. Bansal & Associates Chartered Accountants ( Firm Registration No.016534N)were appointed as statutory auditors of the company for a second term of Five years tohold office from the conclusion of AGM held on 28th 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.
17. AUDITORS' REPORT
Auditors' Report on the Standalone and consolidated Final Accounts of the Company isattached herewith. Auditors Report does not contain any reservation qualification oradverse remark.
18. 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 2018-19 as required under section 204 of the Companies Act 2013 andrules thereunder. The Secretarial Audit Report for the FY 2018-19 forms part of AnnualReport and is annexed herewith as Annexure-C to the Board Report.
There is no qualification reservation or adverse remark in the report and the same isself-explanatory.
19. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
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 the NRC is responsible for formulatingthe criteria for determining qualification positive attributes and independence of aDirector. The NRC is also responsible for recommending to the Board a policy relating tothe remuneration ofthe Directors Key Managerial Personnel and other employees. In linewith this requirement the Board has adopted the Policy on Board Diversity and DirectorAttributes. The policy on Directors' appointment and remuneration and other mattersprovided in Section 178(3) of the Companies Act 2013 is available on the website of theCompany www.tinnatrade.in
20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
Related party transactions that were entered during the financial year were generallyat arm's length and in the ordinary course of the business. None of the transactions withany related parties were in conflict with the company's interest. All the transactionsentered into with related parties were approved by Audit Committee. The company hasformulated a policy on Related Party transactions and the same is uploaded on theCompany's website www.tinnatrade.in. Disclosure of the related parties' transactions asrequired under section 134 read with section 188 ofthe companies Act 2013 is made in theForm AOC-2 as Annexure-D to the Board report.
21. 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 statethat
(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 provisions ofall 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 ofreport.
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 and forms anintegral part of this annual report and annexed as Annexure-E to the Board 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 -E to the Board Report.
24. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Board met 6 (Six) 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 ofthe Board held during the Financial Year 2018-19 forms part ofthe Corporate Governance Report.
25. AUDIT COMMITTEE
The audit committee of the company comprises of three Non-Executive independentDirectors. Mr. Vivek Kohli Mr. Ashish Madan & Ms. Sanvali Kaushik.
The Audit Committee of the Company is entrusted with the responsibility to supervisethe Company's internal controls and financial reporting process. The members of thecompany has relevant knowledge and experience in financial matters. There are norecommendations of the audit committee which have not been accepted by the board.
26.EXTRACT OF THE ANNUAL RETURN
Pursuant to Sections 92 & 134(3) ofthe Act and Rule 12 ofthe Companies (Managementand Administration) Rules 2014 the extract of Annual Return in Form MGT-9 is provided inAnnexure-F to the Board Report
27. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
The Company believes in the conduct of the affairs of its constituents in a fair andtransparent manner by adopting the highest standards of professionalism honestyintegrity and ethical behavior. The Company has a Whistle Blower Policy to report genuineconcerns or grievances & to provide adequate safeguards against victimization ofpersons who may use such mechanism and the same is available at the website ofthe companywww.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 TECHNOLOGYABSORPTION
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)
| ||2018-19 ||2017-18 |
|Foreign Exchange earnings (INR) ||60.98 ||323.97 |
|Foreign Exchange Outgo (INR) ||3716.52 ||15804.97 |
30. COMMITTEES OF THE BOARD
The company has following committees as on 31st March 2019:
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 audit balance sheet dated 31st March 2018 thecompany does not meet any of the threshold prescribed by law. Hence the provisions ofCompanies Act 2013 regarding CSR would not be applicable. Thus report on CSR as requiredunder the Companies (Corporate Social Responsibility Policy) Rules 2014 is not required.
However the company has carried forward amount of Rs. 923423/-(Rupees Nine LacsTwenty Three thousand Four Hundred Twenty three only) form the previous financial years .The Company could not spent the remaining amount during the year under review due tolosses and is planning & exploring the future opportunities. Thus report on CSR asrequired under the Companies (Corporate Social Responsibility Policy) Rules 2014 is notrequired.
The committee members has reviewed & approved the CSR policy to spend the carriedforward amount earmarked for CSR activities and has recommended to the Board. Thecorporate Social Responsibility Policy (CSR Policy) indicating the activities to beundertaken by the Company which has been approved by the Board. The same is available onthe website ofthe company www.tinnatrade.in
32. 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.
Company has adopted a policy for prevention of Sexual Harassment of Women at workplaceand has set up Committee for implementation of said policy. During the year Company hasnot received any complaint of harassment.
33. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
On an ongoing basis as a part of Agenda of Board / Committee Meetings presentationsare regularly made to the Independent Directors on various matters inter-alia covering theCompany's and its subsidiaries businesses and operations industry and regulatory updatesstrategy finance risk management framework role rights responsibilities of theIndependent Directors under various statutes and other relevant matters. The details ofthe training and familiarization Programme are provided in the Corporate GovernanceReport. The policy on Familiarization Programme for independent directors is available onwebsite of the company www.tinnatrade.in.
34. DETAILS OF THE SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSOR 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) and the company has received trading approval/permission from Bombay StockExchange (BSE) on 17.08.2018 and from Calcutta Stock Exchange on 29.08.2019. The tradingof the shares of the Company has begun w.e.f. 20.08.2018 at BSE.
35. REPORTING OF FRAUDS
There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and / or Board under Section 143(12)of Act and Rules framed thereunder
36. SECRETARIAL STANDARDS
The company complies with all applicable mandatory secretarial standards issued by theInstitute of Company Secretaries of India
37. HUMAN RESOURCES MANAGEMENT
The Company takes pride in the commitment competence and dedication of its employeesin all areas of the business. The Company has a structured induction process andmanagement development programs to upgrade skills of manager. Objective appraisal systemsbased on key result areas (KRAs) are in place for senior management staff.
Tinna believes in the potential of people to go beyond and be the game-changing forcefor business transformation and success. This potential is harnessed by fostering an openand inclusive work culture that enables breakthrough performance and comprehensivedevelopment of employees through the three pillars of Leading Self Leading Teams andLeading Business.
Your Directors wish to place on record their appreciation for the contribution made bythe employees at all levels but for whose hard work and support your Company'sachievements would not have been possible. Your Directors also wish to thank itscustomers dealers agents suppliers investors regulatory authorities and bankers fortheir continued support and faith reposed in the Company. We look forward to theircontinued support in the future.
|For & on Behalf of the Board of Directors Tinna Trade Limited || |
|(Gaurav Sekhri) ||(Kapil Sekhri) |
|Managing Director ||Director |
|DIN-00090676 ||DIN-00090771 |
|Regd. Off: No.6 Sultanpur Mandi Road Mehrauli New Delhi-110030 || |
|Place: New Delhi || |
|Dated: 06th August 2019 || |