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Tinna Trade Ltd.

BSE: 541741 Sector: Others
NSE: N.A. ISIN Code: INE401Z01019
BSE 00:00 | 18 Jun 17.40 -0.10
(-0.57%)
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16.65

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18.35

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NSE 05:30 | 01 Jan Tinna Trade Ltd
OPEN 16.65
PREVIOUS CLOSE 17.50
VOLUME 1598
52-Week high 20.30
52-Week low 11.56
P/E
Mkt Cap.(Rs cr) 15
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 16.65
CLOSE 17.50
VOLUME 1598
52-Week high 20.30
52-Week low 11.56
P/E
Mkt Cap.(Rs cr) 15
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Tinna Trade Ltd. (TINNATRADE) - Director Report

Company director report

Dear Shareholders

Yours Directors have pleasure in presenting the Twelth Annual Report on the businessand operations of the Company and the Audited Statement of Accounts for the year ended 31stMarch 2020.

1. RESULTS OF OPERATIONS AND STATE OF AFFAIRS

STANDALONE

The Standalone Financial results of the company for the Financial Year 2019-20 are asfollows:

Statement of Profit and Loss

(Amount in Rs. Lacs)

March 312019 March 31 2020
Revenue from Operations 47789.53 29101.55
Other income 207.33 136.14
Total Income 47996.86 29237.69
Expenses (other than interest depreciation and Tax) 47080.26 29200.76
Profit /(Loss)before Interest Depreciation and Tax (EBITA) 916.6 36.93
Less: Interest and Finance Charges 540.03 331.36
Profit /(Loss)before depreciation 376.57 (294.43)
Less: Deprecation and amortization expenses 170.59 171.61
Profit /(loss) before tax 205.98 (466.04)
Income tax expense (including deferred tax and adjustment of tax related to earlier years) 42.05 96.27
Profit/ (loss) for the year 163.93 (369.76)

During the year under review the revenue of the company is Rs. 29101.55 Lacs asagainst Rs. 47789.53 Lacs in the previous Financial Year. The company has incurred lossof Rs. 369.76 Lacs as compared to profit of Rs. 163.93 Lacs during previous FinancialYear. There is significant reduction in finance cost to Rs. 331.36 Lacs as compared toRs.540.03 Lacs in last year. Total depreciation expense includes Rs. 128.00 lacs out ofRs. 642 Lacs on account of amortization of Goodwill arise during the course of demerger ofthe company from its holding company Tinna Rubber & Infrastructure Limited (TRIL) overthe period of five years as per applicable accounting standards.

CONSOLIDATED

The Consolidated Financial results of the company for the Financial Year 2019-20 are asfollows

Statement of Profit and Loss

(Amount in Rs. Lacs)

March 31 2019 March 31 2020
Revenue from Operations 48759.36 30309.29
Other income 233.87 174.49
Total Income 48993.23 30483.78
Expenses (other than interest depreciation and Tax) 47820.25 30090.45
Profit before Interest Depreciation and Tax (EBITA) 1172.98 393.33
Less: Interest and Finance Charges 659.54 447.64
Profit before depreciation 513.44 -54.31
Less: Depreciation and amortization expenses 287.94 298.81
Profit /(loss) before tax 225.5 (353.36)
Income tax expense 42.08 (96.27)
Profit/ (loss) for the year 183.42 (257.09)

During the year under review the consolidated revenue of the company is Rs. 30309.29Lacs as against Rs. 48993.23 Lacs in the previous Financial Year. The consolidated lossduring the year is Rs. 353.362 Lacs as compared to profit of Rs. 225.49 Lacs duringprevious Financial Year. The consolidated finance cost has come down to Rs. 447.64 Lacs ascompared to 659.54 Lacs during the previous financial year.

2. PANDEMIC - CORONAVIRUS (COVID-19)

Towards the end of the financial year the World Health Organization (WHO) has declaredCovid-19 a pandemic and the outbreak which infected millions has resulted in deaths of asignificant number of people globally. Covid-19 is seen having an unprecedented impact onpeople and economies worldwide.

The impact of the Covid-19 crisis on the Company's performance in 2019-20 was limitedas it struck towards the end of March 2020. The lockdown lots of restrictions andunexpected variables has adversely affected the business results and future growth plansof the Company. Due to the presence of limited number of buyers and sellers in the marketand availability of limited number of transportation vehicles due to absenteeism ofdrivers has impacted the business activities adversely. The Company is taking allnecessary measures in terms of mitigating the impact of the challenges being faced in thebusiness. It is focused on controlling the fixed costs and maintaining liquidity.

However future performance will depend on when the pandemic fades and normalcyreturns which remains uncertain at this stage. The impact of global health pandemic maybe different from that estimated as on date and the Company will continue to closelymonitor any material changes to future economic conditions.

3. DIVIDEND

The Directors of the company do not recommend any dividend for the F.Y. 2019-2020.

4. TRANSFER TO RESERVES

The Company has not transferred any amount towards any reserves during the FY 2019-20.

5. CHANGE IN THE NATURE OF BUSINESS

There has been no material change in the nature of business of the company

6. FUTURE OUTLOOK

Government of India has repeatedly mentioned the desire to double the farmer's incomeby the year 2022. There are many steps being taken by Govt. such as to increase the MSP ofRabi and Kharif crop as compared to previous years. The procurement of wheat and rice hasalways a norm on radar for many decades as Food Corporation of India having playing avital role for the procurement of both the staples. Since none of the govt agencies wereprocuring pulses and oil seeds the agriculture growth of both pulses and oil seed wasgetting decreased due to the market price Realisation to the farmer was below the MSP.

To address this abnormality govt. has appointed NAFED as nodal agency to procure thepulses and oil seeds during the harvest at MSP. The results are visible country hasproduced more than 25 million metric tons of pulses and a large portion is being procuredby NAFED. It has paved the way for your company to participate in the disposal tenders ofpulses issued by NAFED so that companies distribution network could be integrated withthe stock being offered by NAFED in many towns / cities ofvarious states.

But the spread of COVID - 19 across the globe has decreased the momentum of businessalthough your companies fortunate to be in the business of Agri commodities. The prolongedlockdown has affected the demand of food products especially in hotels restaurant andcafe etc. since outside eating has become almost negligible. It may put a pressure oncompany's top line in the financial year 2020-21.

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 2020. The companydoes not have any Joint Venture or associate company as on 31st March 2020.Performance and financial position of the subsidiary company pursuant to section 129 (3)of the Companies Act 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.

8. RISK MANAGEMENT

The Company has well defined 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 to Company's policies safeguarding of its assetsprevention and detection of frauds and errors accuracy and completeness of accountingrecords and timely preparation ofreliable financial information.

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 auditor carries out internal audit of the company andreports its findings to the Board of directors and Audit Committee of the company whichreviews the 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.

10. DEPOSITS

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 of8564750fully 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 MANAGERIAL PERSONNEL

A) Changes in Directors and Key Managerial Personnel

i) Appointment & Resignation

Mr. Gaurav Sekhri who was appointed as Managing Director of the company for the periodof three (3) consecutive years with effect from 1st April 2017 wasre-appointed by the board of Directors and the Audit Committee based on therecommendation of Nomination and Remuneration Committee as a managing Director of theCompany for a period of three (3) years (i.e. from 1st April 2020) subject toapproval of the Members at the ensuing AGM. Necessary Resolution(s) alongwithdisclosure(s) / information(s) in respect of the directors seeking appointment /reappointment at the ensuing AGM are being given in the Notice convening the ensuing AGM.

Mr. Anish Mahajan Chief financial officer has resigned with effect from close ofbusiness hours on 6th April 2019. Board places on record its deep appreciationfor the services rendered by him.

Based on the recommendation of the Audit Committe & Nomination and RemunerationCommittee of the Board Mr. Sachin Bhargava a qualified Chartered Accountant has beenappointed by the board of directors at its meeting held on 9*1 April 2019 asChief Financial Officer and KMP of the company w.e.f. 09th April 2019.

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 forreappointment. Your Directors recommend his reappointment as Director of the Company. Thebrief resume of Mr. Gaurav Sekhri and other relevant details are given in the accompanyingNotice ofAGM.

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 defined 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 NonIndependent Directors wascarried out by the Independent Directors in their separate meeting. The

Board of Directors expressed their satisfaction with the evaluation process

16. STATUTORYAUDITORS

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 &Associates Chartered Accountants ( Firm Registration No.016534N) was appointed asstatutory auditors of the company for a second term of consecutive period of 5 (Five)years to hold office from the conclusion of AGM held on 28th September 2018till the conclusion of the Fifteenth AGM of the Company to be held in the year 2023 onsuch remuneration mutually agreed upon by the Board of directors and the statutoryauditors.

The reports given by the Auditors on the Standalone and Consolidated FinancialStatements of the Company for the financial year ended March 31 2020 form part of thisAnnual Report and there is no qualification reservation adverse remark or disclaimergiven by the Auditors in their Reports. The Auditors of the Company have not reported anyfraud in terms of the second proviso to Section 143(12) of the Act.

17. SECRETARIALAUDITOR

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 2019-20. The Secretarial Audit Report for the FY 201920 forms part ofAnnual Report 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.

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 Policy providescriteria for fixing remuneration of the Directors KMPs SMPs as well as other employeesof the Company. The Policy enumerates the powers roles and responsibilities of theNomination 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 Nomination and remuneration of Directors and KMP's 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

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 lastaudited financial 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 parties transactions as required under Section 134 read withsection 188 of the companies Act 2013 is made in Form AOC-2 as Annexure-D 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 provisions ofall applicable laws and that such systems were adequate and operating effectively.

22. MATERIAL CHANGES AND COMMITMENTS AFFEC TING 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 - E and forms an integral part ofthis annual report.

The statement containing names oftop 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 forming part ofthis 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 2019-20 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.

26. EXTRACT OF THE ANNUAL RETURN

Pursuant to Sections 92 & 134(3) of the Act and Rule 12 of the Companies(Management and Administration) Rules 2014 the extract of Annual Return in Form MGT-9 isprovided in Annexure-F to this Report.

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)
2018-19 2019-20
Foreign Exchange earnings (INR) 60.98 129.38
Foreign Exchange Outgo (INR) 3716.52 4277.28

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 31stMarch 2019 the company does not meet any of the threshold prescribed by law. Hence theprovisions of Companies Act 2013 regarding CSR would not be applicable. Thus report onCSR as required under the Companies (Corporate Social Responsibility Policy) Rules 2014is 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.

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 F amiliarizationProgramme 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 2020 which would impact the going concern status andfuture operations ofyour 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.

39. ACKNOWLEDGEMENT

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 co-operation 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.