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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-Fifth Annual Report and the Company'saudited financial statements for the financial year ended 31st March 2020.

Financial Results:

The Company's financial performance for the year ended 31st March 2020 is summarizedbelow:

Particulars Current Year Previous Year
(Rs.) (2019-20) (Rs.) (2018-19)
Income 1950977 1998121
Less: Expenses 1510958 1399602
Profit / (Loss) before Tax 440019 598519
Less: Tax Adjustments 496578 480000
Profit / (Loss) After Tax (56559) 118519

Working and State of Company's Affairs:

During the year under review your Company incurred a loss of Rs.56559/- 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.

Dividend:

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

Reserves:

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

Net worth:

The net worth of the Company as on 31st March 2020 was Rs.30528258/-(Rs.30584817/-as on 31st March 2019).

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:

Material changes and commitments affecting the financial position of the Companybetween the end of the financial year and date of this report are given below.

Global Pandemic COVID-19:

The outbreak of Coronavirus (COVID-19) pandemic globally and in India is causingsignificant disturbance and slowdown of economic activity. In many countries businessesare being forced to cease or limit their operations for long or indefinite periods oftime. Measures taken to contain the spread of the virus including travel bansquarantines social distancing and closures of non-essential services have triggeredsignificant disruptions to businesses worldwide resulting in an economic slowdown.COVID19 is significantly impacting business operation of companies by way of interruptionin production supply chain disruption unavailability of personnel closure / lock downof production facilities etc. On 24th March 2020 the Government of India announced anationwide lockdown for 21 days which further got extended till 3rd May 2020 to preventcommunity spread of COVID-19 in India resulting in significant reduction in economicactivities. The Company has taken into account the possible impacts of COVID-19 inpreparation of the financial statement including but not limited to its assessment ofliquidity and going concern assumption recoverable values of its financial andnon-financial assets impact on revenues and on cost budgets. The Company has consideredinternal and certain external sources of information up to the date of approval of thefinancial statement and expects to recover the carrying amount of its assets.

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 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 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 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

The expenses of the Company have marginally increased in comparison to the previousyear. Due to increase in expenses the Company has incurred loss against profit for theprevious 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:

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

Particulars Current Year Previous Year % Change
(2019-20) (2018-19)
Debtors Turnover (Days) - - -
Inventory Turnover (Days) - - -
Interest Coverage Ratio - - -
Current Ratio 33.12 37.24 -11.05
Debt Equity Ratio (Gross) - - -
Debt Equity Ratio (Net) - - -
Operating Profit Margin (%) - - -
Net Profit Margin (%) - - -
Return on Net Worth (%) -0.19 0.39 -147.81

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' respectivelyhave been 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 2020 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 2020 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 2020 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 re-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 andListing Regulations; and ii. they have registered their names in the IndependentDirectors' Data bank.

The Company has devised the following Policies: a) Policy for selection of Directorsand determining Directors' independence; and b) Remuneration Policy for Directors KeyManagerial Personnel and other employees.

The aforesaid policies are put up on the Company's Website and can be accessed athttp://www.trtal.org.in

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 specified by the Nomination and Remuneration Committee(NRC) the Board carried out annual performance evaluation of the Board and individualDirectors. NRC carried out performance evaluation of the Committees of the Board based onthe evaluation reports submitted by each Committees and the report of such evaluation waspresented to the Board. The Independent Directors carried out annual performanceevaluation of the Chairman non-independent directors and the Board as a whole. Aconsolidated report was shared with the Board for review and giving feedback to eachDirector.

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 2019-20. The Secretarial Audit Report for thefinancial year ended 31st March 2020 is annexed herewith marked as AnnexureeIf to this Report. The Secretarial Audit Report does not contain anyqualification reservation or adverse remark or disclaimer.

Disclosures:

Meetings of the Board:

Seven Board meetings were held during the year.

The details of Board meetings held are given below:

Date Board Strength No. of Directors Present
19.04.2019 4 4
28.05.2019 4 4
08.08.2019 4 4
04.09.2019 4 4
13.11.2019 4 4
27.01.2020 4 4
16.03.2020 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 2019-2020 No. of Other Directorship(s) as on 31.03.2020
Board Meetings Last AGM (30.09.2019)
Shri Udaykumar C. 7 Yes Nil
Damani
Shri Rajeev Mittal 7 Yes 7
Ms. Lopamudra Dixit 7 Yes 1
Shri Rajendra N Khona 7 Yes 10

Audit Committee:

The Audit Committee comprises of Shri Udaykumar C. Damani (Chairman) Ms. LopamudraDixit and Shri Rajeev Mittal as Independent Directors and Shri Rajendra N Khona. Sixmeetings of the Committee were held during the year on 19.04.2019 28.05.2019 08.08.201904.09.2019 13.11.2019 and 27.01.2020.

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

Name of the Committee No. of meetings attended
Member
Shri Udaykumar C. Damani 6
Ms. Lopamudra Dixit 6
Shri Rajeev Mittal 6
Shri Rajendra N Khona 6

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. Three meetings of the Nomination and Remuneration Committee wereheld on 19.04.2019 28.05.2019 and 04.09.2019.

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

Name of the Committee No. of meetings attended
Member
Ms. Lopamudra Dixit 3
Shri Rajeev Mittal 3
Shri Udaykumar C. Damani 3
Shri Rajendra N Khona 3

During the year all the recommendations made by the Committee were accepted by theBoard.

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.

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 at www.trtal.org.in.

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:

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:

As required under Section 134(3)(a) of the Act the Annual Return is put up on theCompany's website and can be accessed at www.trtal.org.in.Extracts of the Annual return inform MGT 9 for the financial year 2019-20 can be accessed at www.trtal.org.in.

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"II" and forms part of this Report.

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.

General:

Your Directors state that no disclosure or reporting is required in respect of thefollowing matters as there were no transactions on these items 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) 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.

For and on behalf of the Board of Directors

Udaykumar C. Damani Rajendra N Khona
Director Director
DIN: 00094367 DIN: 00245289
Place: Mumbai
Dated: 4th September 2020