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Twin Roses Trades & Agencies Ltd.

BSE: 512117 Sector: Others
NSE: N.A. ISIN Code: INE436U01016
BSE 05:30 | 01 Jan Twin Roses Trades & Agencies Ltd
NSE 05:30 | 01 Jan Twin Roses Trades & Agencies Ltd

Twin Roses Trades & Agencies Ltd. (TWINROSESTRADE) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the Thirty-Fourth Annual Report and the Company'saudited financial statements for the financial year ended 31st March 2019.

Financial Results:

The Company's financial performance for the year ended 31st March 2019 is summarizedbelow:

Particulars Current Year Previous Year
(Rs.) (Rs.)
(2018-19) (2017-18)
Income 1998121 1980738
Less: Expenses 1399602 2283893
Profit / (Loss) before Tax 598519 (303155)
Less: Tax Adjustments 480000 510382
Profit / (Loss) After Tax 118519 (813537)

Working and State of Company's Affairs:

During the year under review your Company earned a net profit of Rs. 118519/- afterincurring necessary expenditure and providing for tax. Your Directors continue theirefforts to improve the working of the Company.

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

Material changes and commitments affecting the financial position of the company whichhave occurred between the end of the year and the date of the Report:

There have been no material changes and commitments affecting the financial position ofthe Company between the end of the financial year and date of this report.

Reserves:

The Company has not transferred any amount to reserves during the year.

Dividend:

Your Directors have not recommended any dividend on Equity Shares for the year underreview.

Management's Discussion and Analysis Report:

Management's Discussion and Analysis Report for the year under review as stipulatedunder the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations") is as under:

Industry Structure Developments Opportunities and Outlook:

With the Government undertaking structural reforms and measures to improveproductivity increased thrust on development of physical infrastructure coupled withlower interest rates and its "Make in India" initiative by creating a conducivebusiness environment it is expected that this will spur activity in the trading sector.

The Company will continue to keep its focus in the trading of general commoditiesSegment-wise or product-wise performance:

The Company is involved only in trading of general commodities and does not havesegments. Challenges Risks and Concerns:

Some of the challenges that hinder progress of the general commodities sector are easyaccess to finance availability of materials and delays in logistics leading to cost andtime overruns. However the Government has undertaken some key reforms that includestronger co-operation between the private and public sectors enforcing of a unified legalframework creation of better dispute resolution mechanisms and removing bottlenecks. As apart of the overall risk management strategy the Company consistently insures its assetsand generally follows a conservative financial profile by following prudent businesspractices.

Internal Controls:

The Company has robust internal control systems and procedures commensurate with itsnature of business which meets the following objectives:

• providing assurance regarding the effectiveness and efficiency of operations;

• efficient use and safeguarding of resources;

• compliance with policies procedures and applicable laws and regulations; and

• transactions being accurately recorded and promptly reported.

The Company continues to have periodical audits conducted of all its functions andactivities to ensure that systems and processes are followed across all areas.

The Audit Committee of Directors of the Company regularly reviews the adeguacy ofinternal control systems through such audits. The Internal Auditor reports directly to theAudit Committee.

Internal Financial Controls:

Internal Financial Controls are an integrated part of the risk management processaddressing financial and financial reporting risks. The Company has in place adequateinternal financial controls with reference to financial statements.

Assurance on the effectiveness of internal financial controls is obtained throughmanagement reviews control self - assessment as well as testing of the internal financialcontrol systems by the Statutory Auditors and Internal Auditors during the course of theiraudits.

The Company believes that these systems provide reasonable assurance that Company'sinternal financial controls are designed effectively and are operating as intended.

Risk Management:

The Company has in place a Risk Management Policy which provides for a risk managementframework to identify and assess risks such as operational financial regulatory andother risks.

The policy provides for a robust risk management framework to identify and assess riskssuch as safety health and environment operational strategic financial securityproperty regulatory reputational and other risks and put in place an adequate riskmanagement infrastructure capable of addressing these risks

There is an adequate risk management infrastructure in place capable of addressingthese risks.

Financial Performance and Operational Performance

Other Income of the Company has marginally increased in comparison to the previousyear. Due to lower expenses the Company has earned profit against loss for the previousyear.

During the year the Board of Directors explored various avenues to increase itsgeneral trading activities and its operations.

Human Resource Development:

The Company does not have any employees on the pay roll of the Company.

Disclosure of Accounting Treatment;

In the preparation of financial statements no treatment different from that prescribedin an Accounting Standard has been followed.

Significant changes in key financial ratios along with detailed explanations:

There have been no significant changes (more than 25%) in the key financial ratios asindicated below:

Particulars Current Year (2018-19) Previous Year (2017-18) % Change
Debtors Turnover (Days) - - -
Inventory Turnover (Days) - - -
Interest Coverage Ratio - - -
Current Ratio 37.24 61.38 (39.33)
Debt Equity Ratio (Gross) - - -
Debt Equity Ratio (Net) - - -
Operating Profit Margin (%) - - -
Net Profit Margin (%) - - -
Return on Net Worth (%) 0.39 (2.67) 85.49

Subsidiary Associate and Joint Ventures:

The Company has no Subsidiary Associate and Joint Venture companies.

Report on the highlights of performance of Subsidiary Associate and Joint Venturecompanies and their contribution to overall performance of the Company:

The Company has no Subsidiary Associate and Joint Venture Companies and thereforereport on the highlights of performance of such companies and their contribution tooverall performance of the Company is not given.

Policy for determination of material subsidiaries:

The Company has formulated a policy for determining material subsidiaries.

Secretarial Standards

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto 'Meeting of the Board of Directors' and ‘General Meetings' respectively havebeen duly followed by the Company.

Directors' Responsibility Statement:

Your Directors state that:

(a) in the preparation of the annual accounts for the year ended 31st March 2019 theapplicable accounting standards read with requirements set out under Schedule III to theCompanies Act 2013 ("the Act") have been followed and there are no materialdepartures from the same;

(b) the Directors have 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 as at 31st March 2019 and of the profitof the Company for the year ended on that date;

(c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts on a going concern basis;

(e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

(f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

Corporate Governance:

As per Regulation 15 of the Listing Regulations the listed companies having paid upequity share capital and net worth on the last day of the previous financial year notexceeding rupees ten crores and rupees twenty five crores respectively are exempted tocomply with provisions relating to Corporate Governance.

Since the paid up equity share capital and net worth of the Company as on the last dayof the financial year i.e. 31st March 2019 does not exceed rupees ten crores and rupeestwenty five crores respectively the Company is exempted from compliance of provisionsrelating to Corporate Governance.

Contracts and arrangements with Related Parties:

Your Directors draw attention of the members to Note No. 19 to the financial statementwhich sets out related party disclosures pursuant to Ind AS 24. The transactions disclosedtherein are in the ordinary course of business and are at an arm's length basis. There areno related party transactions with any person or entity belonging to promoter/ promotergroup during the year under review. Hence they are not required to be reported in FormNo. AOC-2 in terms of section 134(3) (h) read with Section 188 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014.

Directors and Key Managerial Personnel:

During the year under review Shri Rajendra N Khona (DIN - 00245289) was appointed asan additional Director and appointed as a Director in the previous Annual General Meetingheld on 27th September 2018.

In accordance with the provisions of the Act and the Articles of Association of theCompany Shri Rajendra N Khona (DIN : 00245289) Director of the Company retires byrotation at the ensuing Annual General Meeting and being eligible has offered himself forre-appointment.

Further during the year under review Shri Hitesh M Vora (DIN - 00288343) and ShriJoykrishna Dalia (DIN - 00339844) had resigned as Directors of the Company.

Further during the year under review the Shri Rajesh G Patel was appointed as Managerof the Company w.e.f. 29th May 2018.

The term of office of Ms. Lopamudra Dixit and Shri Rajeev Mittal as IndependentDirectors will expire on 30th March 2020. The Board of Directors based onthe performance evaluation and as per the recommendation of the Nomination andRemuneration Committee has recommended re-appointment of Ms. Lopamudra Dixit and ShriRajeev Mittal as Independent Directors of the Company for a second term of 5 (five)consecutive years on the expiry of her/ his current term of office. The Board considersthat given her/his background experience and contributions made by her/him during her/his tenure the continued association of Ms. Lopamudra Dixit and Shri Rajeev Mittal wouldbe beneficial to the Company.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed both under theAct and the Listing Regulations.

The Company has in place a Policy for performance evaluation of Independent DirectorsBoard Committees and other individual Directors which includes criteria for performanceevaluation of the non-executive directors and executive directors.

On the basis of the Policy for performance evaluation of Independent Directors BoardCommittees and other individual Directors feedback was obtained from all the Directors byway of a structured questionnaire for the annual evaluation of the Board its Committeesand the individual directors covering inter-alia various aspects of their performanceincluding composition and skills Board dynamics understanding of Company's operationscontribution at meetings and inter-personal skills. The responses received were evaluatedby the Board.

The following policies of the Company are annexed herewith marked as Annexure‘IA' and Annexure ‘IB':

a) Policy for selection of Directors and determining Directors' independence; and

b) Remuneration Policy for Directors Key Managerial Personnel and other employees

Auditors and Auditors' Report:

Statutory Auditors

M/s Priti V Mehta & Company Chartered Accountants were appointed as Auditors ofthe Company for term of 5 (five) consecutive years at the Annual General Meeting held on27th September 2018. The Auditors have confirmed that they are notdisqualified from continuing as auditors of the Company.

The Auditors' Report does not contain any qualification reservation or adverse remarkor disclaimer.

Maintenance of Cost Records:

The provisions of Section 148 of the Act relating to maintenance of cost records asspecified by the Central Government are not applicable to the Company.

Secretarial Auditor:

The Board had appointed Ms. Rakhi Jethlia a Practising Company Secretary to conductSecretarial Audit for the financial year 2018-19. The Secretarial Audit Report for thefinancial year ended 31st March 2019 is annexed herewith marked as Annexure Ml' tothis Report. The Secretarial Audit Report does not contain any qualification reservationor adverse remark or disclaimer.

Disclosures:

Corporate Social Responsibility:

The provisions of Section 135 of the Act are not applicable to Company and hence nocommittee is constituted and the Company has not spent any amount on Corporate SocialResponsibility.

Audit Committee:

The Audit Committee comprises of Shri Udaykumar Damani (Chairman) Ms. Lopamudra Dixitand Shri Rajeev Mittal as Independent Directors Shri Hitesh M Vora (ceased w.e.f. 11thJune 2018) and Shri Rajendra N Khona (appointed w.e.f. 11th June 2018). Sixmeetings of the Committee were held during the year on 18th April 2018 29thMay 2018 9th August 2018 27th August 2018 13thNovember 2018 and 31st January 2019.

Attendance of each Member at the Audit Committee meetings held during the year:

Name of the Committee Member No. of meetings attended
Shri Udaykumar Damani 6
Ms. Lopamudra Dixit 6
Shri Rajeev Mittal 6
Shri Hitesh Vora * 2
Shri Rajendra N Khona # 4

*Ceased to be Director w.e.f. 11th June 2018. 2 meetings were held duringhis tenure. #Appointed as Director w.e.f. 11th June 2018. 4 meetings were heldduring his tenure.

All the recommendations made by the Audit Committee were accepted by the Board.

Nomination and Remuneration Committee:

The Nomination and Remuneration Committee comprises of Ms. Lopamudra Dixit(Chairperson) and Shri Rajeev Mittal Independent Directors Shri Hitesh M Vora (ceasedw.e.f. 11th June 2018) Shri Rajendra N Khona (appointed w.e.f. 11thJune 2018) and Shri Udaykumar Damani. Three meetings of the Nomination and RemunerationCommittee were held on 29th May 2018 11th June 2018 and 9thAugust 2018.

Attendance of each Member at the Nomination and Remuneration Committee meetings heldduring the year:

Name of the Committee Member No. of meetings attended
Ms. Lopamudra Dixit 3
Shri Rajeev Mittal 3
Shri Udaykumar Damani 3
Shri Hitesh M Vora * 2
Shri Rajendra N Khona # 1

‘Ceased to be Director w.e.f. 11th June 2018. 2 meetings were heldduring his tenure. #Appointed as Director w.e.f. 11th June 2018. 1 meeting washeld during his tenure.

All the recommendations made by the Committee were accepted by the Board.

Meetings of the Board:

Twelve Board meetings were held during the year. The details of Board meetings held aregiven below:

Date Board Strength No. of Directors Present
18th April 2018 5 5
8th May 2018 5 5
29th May 2018 5 5
11th June 2018 6 6
9th August 2018 4 4
27th August 2018 4 4
3rd October 2018 4 4
13th November 2018 4 4
27th November 2018 4 4
7th December 2018 4 4
31st January 2019 4 4
7th March 2019 4 4

Attendance of Directors at Board Meetings Extraordinary General Meeting (EGM) lastAnnual General Meeting (AGM) and number of other Directorship(s) of each Director invarious companies:

Name of the Director

Attendance at meetings during 2018-19

No. of Other Directorship(s) as on 31st March 2019
Board Meetings EGM (18.05.2018) Last AGM (27.09.2018)
Shri Hitesh Vora* 4 Yes Not Applicable Not Applicable
Shri Joykrishna Dalia* 4 Yes Not Applicable Not Applicable
Shri Udaykumar Damani 12 Yes Yes Nil
Shri Rajeev Mittal 12 Yes Yes 7
Ms. Lopamudra Dixit 12 Yes Yes 1
Shri Rajendra N Khona # 9 Not Applicable Yes 9

*Ceased to be Director w.e.f. 11th June 2018. 4 meetings were held duringhis tenure #Appointed as Director w.e.f. 11th June 2018. 9 meeting was heldduring his tenure.

Vigil Mechanism:

The Company has established a Vigil Mechanism / Whistle Blower Policy for Directors andemployees to report genuine concerns or grievances including unethical behaviour fraud orviolation of the Company's Code of Conduct. The authority for the implementation of thepolicy rests with the Board of Directors. The Vigil Mechanism and Whistle Blower Policymay be accessed on the Company's website atHREF="http://www.trtal.org.in/">www.trtal.org.in .

Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013

As per the requirement of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 ("POSH Act") and Rules made thereunder theCompany has formed Internal Complaints Committee to address complaints pertaining tosexual harassment in accordance with POSH Act. There were no cases/ complaints filedduring the year under the POSH Act.

Particulars of Loans given Investments made Guarantees given and Securities provided:

There are no loans given investments made guarantees given or securities provided interms of Section 186 of the Act during the year under review.

Energy Conservation Technology Absorption and Foreign Exchange Earnings and Outgo:

A. Conservation of Energy:

i) Energy conservation measures taken: Not Applicable.

ii) Steps taken by the Company for utilising alternate sources of energy: NotApplicable.

iii) Capital investment on energy conservation equipment's: Not Applicable.

B. Technology Absorption:

i) Major efforts made towards technology absorption: Not Applicable

ii) The benefits derived like product improvement cost reduction product developmentor import substitution: Not Applicable

iii) Information regarding imported technology (Imported during the last three years):Not Applicable

iv) Expenditure incurred on research and development: Nil

C. Foreign Exchange Earnings and Outgo:

Foreign exchange earned in terms of actual inflows- Nil Foreign exchange outgo in termsof actual outflows- Nil

Extract of Annual Return:

Extract of Annual Return of the Company is annexed herewith as Annexure ‘III' tothis Report. As required under Section 134(3)(a) of the Act the Annual Return is put upon the Company's website and can be accessed atHREF="http://www.trtal.com/">www.trtal.com .

Particulars of Employees and related disclosures:

The Company has not paid any remuneration attracting the provisions of Section 197(12)of the Companies Act 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 and amendments thereof. Hence noinformation is required to be appended to this report in this regard.

Further the disclosure in the Board Report under Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is as per Annexure‘IV' and forms part of this Report.

Net worth:

The net worth of the Company as on 31st March 2019 was Rs.30584817/- (Rs.30466298/-as on 31st March 2018).

General:

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend voting or otherwise.

3. Issue of shares (including sweat equity shares) to the employees of the Companyunder any scheme.

4. The Company has no holding company or subsidiary company hence the provisions ofSection 197(14) relating to receipt of remuneration or commission by the Whole timeDirector from holding company or subsidiary company of the Company are not applicable tothe Company.

5. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and the Company's operations in future.

6. No fraud was reported by the Auditors to the Audit Committee or the Board ofDirectors of the Company.

7. Appointment of a Cost Auditor

8. The Company does not have any scheme of provision of money for the purchase of itsown shares by employees or by trustees for the benefit of employees.

9. There is no Corporate Insolvency Resolution Process initiated under the Insolvencyand Bankruptcy Code 2016.

Acknowledgement:

Your Directors would like to express their grateful appreciation for the assistance andcooperation received from the Government authorities banks other business constituentsand members during the year under review.

Udaykumar C. Damani Rajendra N Khona
Place: Mumbai Director Director
Dated: 4th September 2019 DIN: 00094367 DIN: 00245289