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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-Seventh Annual Report and theCompany's audited financial statements for the financial year ended 31st March 2022.

Financial Results:

The Company's financial performance for the year ended 31st March 2022 is summarizedbelow:

(Rs. in lakhs)
Particulars Current Year Previous Year
(2021-22) (2020-21)
Income 15.82 18.22
Less: Expenses 16.64 15.25
Profit / (Loss) before Tax (0.82) 2.97
Less: Tax Adjustments 3.92 4.56
Profit / (Loss) After Tax (4.74) (1.59)

Working and State of Company's Affairs:

During the year under review your Company incurred a loss of Rs. 4.74 Lakhs 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.


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


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

Net worth:

The net worth of the Company as on 31st March 2022 was Rs. 298.95 lakhs (Rs. 303.69lakhs as on 31st March 2021).

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:

No material changes and commitments have occurred after the close of the year till thedate of this Report which affect the financial position of the Company.

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 commodities.

Segment-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 assetswherever necessary and generally follows a conservative financial profile by followingprudent business practices.

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 adequacy 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 framework andprocess that address financial and financial reporting risks. The Company has in placeadequate internal financial controls with reference to financial statement.

Assurance on the effectiveness of internal financial controls is obtained throughmanagement reviews and self-assessment continuous control monitoring by functionalexperts as well as testing of the internal financial control systems by the StatutoryAuditors and Internal Auditors during the course of their audits.

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

Risk Management:

The Company has in place a Risk Management Policy which provides for a robust riskmanagement framework to identify and assess risks such as safety health and environmentoperational strategic financial security property regulatory reputationaloperational and other risks and put in place an adequate risk management infrastructurecapable of addressing these risks.

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

Financial Performance and Operational Performance

The expenses of the Company have marginally increased in comparison to the previousyear. Hence the Company incurred loss during the year.

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:

The changes in the key financial ratios are as indicated below:

Particulars Current Year (2021-22) Previous Year (2020-21) % Change
Debtors Turnover (Days) - - -
Inventory Turnover (Days) - - -
Interest Coverage Ratio - - -
Current Ratio 28.61 30.49 6
Debt Equity Ratio (Gross) - - -
Debt Equity Ratio (Net) - - -
Operating Profit Margin (%) - - -
Net Profit Margin (%) - - -
Return on Net Worth (%) -1.59 -0.52 -203

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 Company has followed applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto ‘Meetings of the Board of Directors' and ‘General Meetings' respectively.

Directors' Responsibility Statement:

Your Directors state that:

(a) in the preparation of the annual accounts for the year ended 31st March 2022 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 2022 and of the loss ofthe 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.

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.

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 2022 does not exceed rupees ten crores and rupeestwenty-five crores respectively the Company is exempted from compliance of provisionsrelating to Corporate Governance.

Directors and Key Managerial Personnel:

In accordance with the provisions of the Act and the Articles of Association of theCompany Shri Udaykumar C Damani (DIN: 00094367) Director of the Company retires byrotation at the ensuing Annual General Meeting. The Board of Directors on therecommendation of the Nomination and Remuneration Committee ("NRC") hasrecommended his appointment.

The Company has received declarations from all the Independent Directors of the Companyconfirming that:

i. they meet the criteria of independence prescribed under the Act and ListingRegulations; and ii. they have registered their names in the Independent Directors' Databank. The Company has devised inter-alia the following Policies: a) Policy for selectionof Directors and determining Directors' independence; and b) Remuneration Policy forDirectors Key Managerial Personnel and other employees.

The aforesaid policies are available on the Company's Website and can be accessed at

The Policy for selection of Directors and determining Directors' independence sets outthe guiding principles for the NRC for identifying persons who are qualified to becomeDirectors and to determine the independence of Directors in case of their appointment asindependent Directors of the Company. The Policy also provides for the factors inevaluating the suitability of individual Board members with diverse background andexperience that are relevant for the Company's operations. There has been no change in theaforesaid policy during the year under review.

The Remuneration Policy for Directors Key Managerial Personnel and other employeessets out the guiding principles for the NRC for recommending to the Board the remunerationof the Directors Key Managerial Personnel and other employees of the Company. There hasbeen no change in the policy during the year under review.

Performance Evaluation:

The Company has a Policy for performance evaluation of the Board Committees andindividual Directors (including Independent Directors) which includes criteria forperformance evaluation of Non-Executive Directors.

In accordance with the manner of evaluation specified by the Nomination andRemuneration Committee (NRC) the Board carried out annual performance evaluation of theBoard and individual Directors. NRC carried out performance evaluation of the Committeesof the Board based on the evaluation reports submitted by each Committees and the reportof such evaluation was presented to the Board. The Independent Directors carried outannual performance evaluation of the Board as a whole. A consolidated report was sharedwith the Board for review and giving feedback to each Director.

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 not disqualified fromcontinuing 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 has appointed Ms. Rakhi Jethlia a Practising Company Secretary to conductSecretarial Audit for the financial year 2021-22. The Secretarial Audit Report for thefinancial year ended 31st March 2022 is annexed herewith marked as Annexure ‘I' tothis Report. The Secretarial Audit Report does not contain any qualification reservationor adverse remark or disclaimer.


Meetings of the Board:

Eight Board meetings were held during the year.

The details of Board meetings held are given below:

Date Board Strength No. of Directors Present
16th April 2021 4 4
28th June 2021 4 4
10th August 2021 4 4
2nd September 2021 4 4
12th October 2021 4 4
14th November 2021 4 4
10th February 2022 4 4
30th March 2022 4 4

Attendance of Directors at Board Meetings last Annual General Meeting (AGM) and numberof other Directorship(s) of each Director in various companies:

Name of the Director Attendance at meetings during 2021-22 No. of Other Directorship(s) as on 31.03.2022
Board Meetings Last AGM (30.09.2021)
Shri Udaykumar C. Damani 8 Yes Nil
Shri Rajeev Mittal 8 Yes 5
Ms. Lopamudra Dixit 8 Yes 1
Shri Rajendra N Khona 8 Yes 7

Audit Committee:

During the year under review Audit Committee was re-constituted due to resignation ofShri Rajendra N Khona as Member of the Committee. As on the end of the financial year theAudit Committee comprised of Shri Udaykumar C. Damani (Chairman) Ms. Lopamudra Dixit andShri Rajeev Mittal as Independent Directors. Five meetings of the Committee were heldduring the year on 16th April 2021 28th June 2021 10th August 2021 14th November2021 and 10th February 2022.

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

Name of the Committee Member No. of meetings attended
Shri Udaykumar C. Damani 5
Ms. Lopamudra Dixit 5
Shri Rajeev Mittal 5
Shri Rajendra N Khona* 2

*Ceased to be member of Audit Committee w.e.f. 12th October 2021

During the year all the recommendations made by the Audit Committee were accepted bythe Board.

Nomination and Remuneration Committee:

The Nomination and Remuneration Committee comprises of Ms. Lopamudra Dixit

(Chairperson) and Shri Rajeev Mittal Independent Directors Shri Rajendra N Khona andShri Udaykumar C. Damani. Two meetings of the Nomination and Remuneration Committee wereheld on 16th April 2021 and 28th June 2021.

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 2
Shri Rajeev Mittal 2
Shri Udaykumar C. Damani 2
Shri Rajendra N Khona 2

During the year all the recommendations made by the Nomination and RemunerationCommittee were accepted by the Board.

Corporate Social Responsibility:

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

Vigil Mechanism:

The Company has established a robust Vigil Mechanism and a Whistle-blower Policy inaccordance with provisions of the Act and the Listing Regulations 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 policy isavailable on the Company's website and can be accessed at

During the year under review no protected disclosure concerning any reportable matterin accordance with the Vigil Mechanism and Whistle Blower Policy of the Company wasreceived by the Company.

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

The Company has not given any loans or guarantees or made any investments or providedany securities in terms 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: Not Applicable. iii)Capital investment on energy conservation equipment's: Not Applicable. B. TechnologyAbsorption: 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

Annual Return:

As required under Section 134(3)(a) of the Act the Annual Return of the Company as on31st March 2022 is available on the Company's website and can be accessed

Particulars of Employees and related disclosures:

The Company has not paid any remuneration attracting the provisions of Section 197(12)of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 and amendments thereof. Hence no information isrequired 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‘II' and forms part of this Report.

Prevention of Sexual Harassment at Workplace:

In accordance with the requirements of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 ("POSH Act") and Rules madethereunder the Company has constituted Internal Complaints Committee to address andresolve any complaints pertaining to sexual harassment in accordance with POSH Act. Therewere no cases/ complaints filed during the year under the POSH Act.


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

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 and ESOS) to the employees of theCompany under 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 has been reported by the Auditors to the Audit Committee or the Board ofDirectors of the Company.

7. 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.

8. Appointment of a Cost Auditor.

9. There is no application made or proceedings pending under the Insolvency andBankruptcy Code 2016.

10. There was no instance of one-time settlement with any Bank or FinancialInstitution.


The Board of Directors would like to express their sincere appreciation for theassistance and co-operation received from the government and regulatory authorities stockexchange banks other business constituents and members during the year under review.

For and on behalf of the Board of Directors

Udaykumar C. Damani Rajendra N Khona
Director Director
DIN: 00094367 DIN: 00245289
Place: Mumbai
Dated: 1st September 2022