Mar 31, 2016
The Directors take pleasure in presenting the Twenty Ninth Annual Report of your Company, together with the Audited Financial Statements for the Financial Year ended March 31, 2016.
1. FINANCIAL RESULTS
(Rs. In Lacs)
Particulars |
F.Y 2015-16 |
F.Y. 2014-15 |
Gross revenue from Operations |
10484.67 |
9961.43 |
Less: Excise Duty and Service Tax |
531.07 |
529.08 |
Net Revenues from Operations |
9953.60 |
9432.35 |
Other Income |
93.17 |
210.80 |
Profit before Interest, depreciation and tax (EBIDTA) |
1671.48 |
2183.27 |
Less: Interest and finance charges(net) |
848.93 |
549.40 |
Profit before Depreciation |
822.55 |
1633.87 |
Less: Depreciation |
528.22 |
515.61 |
Profit before Prior period items and tax |
294.33 |
1118.26 |
Less: prior Period items |
- |
145.88 |
Profit before tax (PBT) |
294.33 |
972.38 |
Less: Provision for tax (net) |
128.43 |
270.69 |
Profit after tax (PAT) |
165.90 |
701.69 |
Add: Balance brought forward |
4150.55 |
3715.70 |
Less: Adjustment related to transitional provisions of depreciation |
- |
8.05 |
Surplus available for appropriation |
4316.45 |
4409.34 |
Appropriations: |
||
Less: Proposed dividend on equity Shares |
42.82 |
171.30 |
Less: Tax on proposed dividend |
8.72 |
34.87 |
Less: Transferred to general reserve |
- |
52.62 |
Balance carried to Balance Sheet |
4264.91 |
4150.55 |
2. FINANCIAL REVIEW AND STATE OF COMPANY''S AFFAIRS
(A) STANDALONE RESULTS
During the year under review gross revenue from operations was Rs. 10484.67 lacs as compared to Rs. 9961.43 lacs in the previous Financial Year with a marginal growth of 5.25 %. Profit before tax was Rs. 294.33 lacs as compared to Rs. 972.38 lacs in the previous Financial Year. Profit after tax was Rs. 165.90 lacs as compared to Rs. 701.69 lacs in the previous Financial Year. Decline in profitability is mainly resulted due to slump in commodity market, particularly of the products made by the Company mainly steel scrap, rubber etc. and increase in interest cost. Future outlook of the Company looks bright. The Company proposes not to transfer to the general reserve out ofthe amount available for appropriation.
(B) CONSOLIDATED RESULTS
The Audited Consolidated Financial Statements together with Auditors Report form part of the Annual Report. The Consolidated net profit after tax of the Company was Rs.275.10 lacs during the Financial Year 2015-16 as compared to Rs. 583.85 Lacs in the previous Financial Year.
In accordance with the Accounting Standards AS-21, on Consolidated Financial Statements, read with Accounting Standard AS-23 on Accounting for Investment in Associates, the audited Consolidated Financial Statements are provided in the Annual Report.
In terms of Section 134(3)(l) of the Companies Act, 2013, except as disclosed elsewhere in this report, no material changes or commitments affecting the financial position of the Company have occurred between the end of the financial year and the date of this Report.
3. DIVIDEND
The Board has, subject to the approval of the Members at the ensuing Annual General Meeting, recommended a dividend of Re. 0.50 (5%) per fully paid-up Equity Share of Rs.10/- each of the Company, for the year ended March 31, 2016.Together with Corporate Tax on dividend, the total outflow, on account of equity dividend for the financial year 2015-16, will be Rs.51.54 lacs, vis-a-vis Rs. 206.17 lacs paid for Financial Year 2014-15.
4. PROJECTS AND EXPANSION PLANS
In recent years, recycling has gained attention worldwide due to growing focus on sustainability and realization that natural resources are limited. Now Companies are articulating a vision of using more and more portion of recycled material in their products. The rubber industry is not an exception to this. End of life tyres are an important source of recycled rubber worldwide and its status has changed from waste to resource. The reclaim rubber industry has been developed around this reality. The Company commenced trial production of its state of the art reclaim rubber plant in Kala Amb (Himachal Pradesh) during Financial Year 2014-15. A good part of Financial Year 2015-16 was invested in stabilizing the product, quality and market development. We are pleased to inform that the product has been well accepted. We have also ordered 2 similar plants for tyre rubber reclaim to manufacture Ultrafine Rubber Compound (Reclaim Rubber) from Crumb Rubber generated from recycled tyres at Panipat (Haryana) and Wada (Maharashtra) which are being commissioned during the Financial Year 2016-17. Any new initiative to develop new products and processes takes time to stabiles and costs are incurred in business development. This has impacted the Company''s profitability during Financial Year 2015-16. However, this is our investment for a more robust and strong future.
In our effort to further consolidate our position as leading supplier of premium quality bitumen, the Company had established a depot for Bitumen/ Modified Bitumen at Panipat (Haryana) in association with Essar Oils Limited. The Company had also signed an MOU with Essar Oils Ltd for manufacturing/ processing of Modified Bitumen and Emulsions at Kosi (Uttar Pradesh) and at Panipat (Haryana). The Company secured a contract for processing (operation and maintenance) of CRMB plant at Mangalore Refinery And Petrochemical Limited, Mangalore. Production at the plant has already started. The Company has been exploring the overseas market for export of crumb rubber and reclaim of crumb rubber. We are pleased to report that our efforts resulted in successful execution of export contract for supply of Crumb Rubber to Australia and Sri Lanka during Financial Year 2015-16. Further negotiations are going on with some overseas Companies.
5. SCHEME OF ARRANGEMENT
Board of Directors of Tinna Rubber And Infrastructure Ltd. (TRIL) and Tinna Trade Ltd. (TTL) approved the Scheme of Arrangement (Demerger). Bombay Stock Exchange issued no adverse observation letter dated 24thMay, 2016 to the said Scheme of the Company. Hon''ble High Court of Delhi vide order dated 27thJuly, 2016 has directed, inter alia, that separate meetings to be held of the Equity Shareholders, Secured Creditors and Unsecured Creditors of the Company for the purpose of considering and if thought fit, approving with or without, modification(s), the Scheme of Arrangement. The meetings will be held accordingly. After approval of the Scheme of Arrangement by shareholders, creditors, Hon''ble Delhi High Court and other Government Regulatory Bodies, equity shares of TTL will be issued to the equity shareholders of TRIL in the ratio of 1:1. Equity Shares of TTL will be listed on the Stock Exchanges.
6. SUBSIDIARY, JOINT VENTURE (JV) AND ASSOCIATE COMPANIES
The Company has two subsidiaries as on March 31, 2016. There are two associate Companies within the meaning of Section 2(6) of the Companies Act, 2013 (âActâ). There is no JV Company of the Company. Further there has been no material change in the nature of the business of the subsidiaries & associate companies. Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Company''s subsidiaries & associate Companies in Form AOC-1 is provided at Annexure âAâ to this report. Pursuant to the provisions of Section 136 ofthe Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries are available on the website of the Company. Policy for determining material subsidiaries of the Company is available on the website of the Company www.tinna.in
The details of major subsidiaries and associate Companies are given below:
(i) SUBSIDIARIES TINNA TRADE LTD. (TTL)
Tinna Trade Ltd. (TTL) is 100% subsidiary of Tinna Rubber & Infrastructure Ltd. TTL is currently engaged in the business of trading (domestic as well as international market) of agro commodities like Pulses, Yellow Peas, Green Peas, Chick Peas, Lentils, Kaspa Peas etc. and Grain and Oil Seed, Soya Bean, Soya Bean Doc/Meals, Maize, Wheat, Barley etc.
B.G.K. INFRASTRUCTURE DEVELOPERS PRIVATE LIMITED
The Company is engaged in the business of warehousing including providing logistic solution to the Agri commodity industry.
(ii) ASSOCIATES
TP BUILDTECH PVT. LTD. (TPBPL)
TPBPL is an associate Company of Tinna Rubber And Infrastructure Ltd. The Company is engaged in the business of manufacturing of construction chemicals.
BGNS INFRATECH PVT.LTD.
The Company is engaged in the business of real estate activities.
7. RISK MANAGEMENT
The Company''s risk management framework identifies and evaluates business risks and opportunities. The Company recognizes that these risks need to be managed and mitigated to protect its shareholders and other stakeholders, to achieve its business objectives and enable sustainable growth. The risk framework is aimed at effectively mitigating the Company''s various business and operational risks, through strategic actions. Risk management is embedded in our critical business activities, functions and processes. The risks are reviewed for the change in the nature and extent of the major risks identified since the last assessment. It also provides control measures for risks and future action plans. Tyres are highly inflammable and your Company''s property and stock are subject to risk of loss due to fire and flood and these are mitigated with insurance and fire detecting and firefighting equipments and proper security personnel. Regular training program for employees are being organized by the Company relating to fire control.
8. INTERNAL CONTROLS, INTERNAL FINANCIAL CONTROLS AND AUDIT OVERVIEW
A system of internal control, commensurate with the size and nature of its business, forms an integral part of the Company''s corporate governance policies.
INTERNAL CONTROL
The Company has a proper and adequate system of internal control commensurate with the size and nature of its business. Some of the significant features of internal control systems includes:
- Ensuring compliance with laws, regulations, standards and internal procedures and system
- De-risking the Company''s assets/resources and protecting them from any loss.
- Ensuring the accounting system''s integrity proper and authorized recording and reporting of all transactions.
- Preparing and monitoring of annual budgets for all operating and service functions.
- Ensuring the reliability of all financial and operational information.
- Forming an Audit committee of the Board of Directors. The Audit Committee regularly reviews audit plans, significant audit findings, controls and compliance with accounting standards and so on.
- Continuous up-gradation of IT Systems.
The internal control systems and procedures are designed to assist in the identification and management of risks, the procedure-led verification of all compliance as well as an enhanced control consciousness.
9. FIXED DEPOSITS
The Company has not accepted any fixed deposits from the public. Therefore, it is not required to furnish information in respect of outstanding deposits under Non-banking, Non-financial Companies (Reserve Bank) Directions, 1966 and Companies (Accounts) Rules, 2014.
10. SHARE CAPITAL
There was no change in the Company''s share capital during the year under review. The Company''s paid up equity share capital remained at Rs. 8,56,47,500/comprising of85,64,750 equity shares of Rs. 10/- each.
11. CORPORATE GOVERNANCE
Your Company has complied with the requirements of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and Clause 49 of the erstwhile Listing Agreement regarding Corporate Governance. A report on the Corporate Governance practices and Certificate from Company Secretary in practice on compliance of mandatory requirements thereof is also given in this report.
12. MANAGEMENT DISCUSSION & ANALYSIS
A detailed report on the Management Discussion & Analysis is provided in Annexure âBâ to the Directors'' Report.
13. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Companies Act, 2013 Mrs. Shobha Sekhri, Whole Time Director, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers herself for re-appointment.
Mr. Rajender Parshad Indoria was appointed as an Additional Director by the Board of Directors of the Company in their meeting held on 12th February, 2016. In terms of Section 161 of the Companies Act, 2013, Mr. Rajender Parshad Indoria holds office up to the date of this Annual General Meeting. Further he has been designated as an Independent Director. The terms and conditions of appointment of independent director are as per Schedule IV of the Act. He has also submitted a declaration that he meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect his status as Independent Director during the year. Your Company has received a notice under Section 160 of the Companies Act, 2013 from a shareholder of your Company, signifying his intention to propose the name of Mr. Rajender Parshad Indoria, for appointment as a Director of your Company.
The proposals regarding the appointment/reappointment of the aforesaid Directors are placed for your approval.
Mr. Kapil Sekhri was appointed as Additional Director of the Company we.f. 12th February, 2016 and resigned w.e.f. 4th May, 2016.
The disclosure pursuant to the provisions of (i) the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and (ii) Secretarial Standard on General Meetings (âSS-2â), issued by the Institute of Company Secretaries of India and approved by the Central Government is given in the Notice of Annual General Meeting/ Corporate Governance Report .
14. BOARD EVALUATION
The Board carried out an annual performance evaluation of its own performance, the individual Directors as well as the working of the Committees of the Board. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by Independent Directors.
15. AUDITORS AND AUDITOR''S REPORT
A. STATUTORY AUDITORS
At the Company''s Twenty Seventh Annual General Meeting (AGM) held on 29th September, 2014, M/s. V. R. Bansal & Associates, Chartered Accountants, New Delhi, were appointed as the Company''s Statutory Auditors from the conclusion of the Twenty Seventh AGM till the conclusion of the Twenty Ninth AGM. In terms of Section 139 (1) of the Companies Act, 2013,the appointment of the statutory auditors to hold office from the conclusion of the Twenty Ninth AGM until the conclusion of the Thirty Fourth AGM is placed for your approval.
There was slight delay in payment due to quality/ quantity/ non-adherence of delivery schedule by the suppliers in Micro, small and medium enterprises. However, the Company has paid the principal amount during the year. Further, the Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.
B. COST AUDITORS
Pursuant to Section 148(2) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, your Company is required to get its cost accounting records audited by a Cost Auditor. Accordingly, the Board at its meeting held on 12th August, 2016, has on the recommendation of the Audit Committee, appointed M/s Pant S. & Associates (ICWAI registration no. 101402), Cost Accountants to conduct the Audit of the cost accounting records of the Company for the Financial Year 2016-17.
C. SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Ajay Baroota & Associates, Company Secretaries to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit carried out is annexed herewith as Annexure âCâ. The report does not contain any major observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.
16. COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The policy on Directors'' appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 has been disclosed in the Corporate Governance Report, which forms a part of this report and is available on the website of the Company www.tinna.in
17. RELATED PARTY TRANSACTIONS
Related Party Transactions that were entered into during the financial year were generally on arm''s length basis and in the ordinary course of business subject to certain exceptions. The policy on dealing with Related Party Transactions as approved by the Board is uploaded on the Company''s website http://www.tinna.in . The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties. This Policy specifically deals with the review and approval of Related Party Transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions. Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions for transactions which are of repetitive nature and / or entered in the ordinary course of business and are at Arm''s Length.
The disclosure of related party transactions required under Section 134 (3)(h) read with Section 188(2) of the Companies Act, 2013 is given in Form AOC 2. Accordingly related party transactions which were entered into during the year by your Company, is given in Annexure âDâ to this report
Your Directors draw your attention to Note 33 to the Standalone financial statements and Note No 34 to the consolidated financial statements which set out related party disclosures.
18. ENVIRONMENTAL INITIATIVES
Tinna has always been a frontrunner in continuously improving its operational performance in all areas including quality, safety and environment protection. These initiatives have been taken across all production facilities of the Company. The Company has undertaken various measures to address environmental issues at its plant locations.
19. DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134 subsection 3(c) and sub-section 5 of the Companies Act,2013, your Directors hereby state and confirm that:
1. In the preparation of the annual accounts, the applicable accounting standards have been followed and there was no material departure.
2. Such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent to give a true and fair view of the Company''s state of affairs as at March 31, 2016 and of the Company''s profit or loss for the year ended on that date.
3. Proper and sufficient care has been taken for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
4. The annual financial statements have been prepared on a going concern basis.
5. That internal financial controls were laid down to be followed and that such internal financial controls were adequate and were operating effectively.
6. Proper systems were devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating.
20. MATERIAL CHANGES AND COMMITMENTS
There was fire at units of the Company at Haldia (West Bengal) and Wada (Maharashtra) during first quarter of Financial Year 2015-16. Part of the inventory of raw material, finished goods, stock in process, building and plant & machinery were damaged in the fire. The units are insured and stocks and assets are covered. The Company has incurred an expenditure of Rs.846.69 lacs towards loss and restoration of assets and inventory. A sum of Rs. 100 lacs has been received towards the part payment of claim. The Company as shown the balance of Rs. 703.43 lacs as claim receivable after providing estimated loss of Rs. 43.26 lacs. Now the plants are fully operational.
21. PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annexure âEâ forming part of the Annual Report. Disclosures pertaining to the remuneration and the other details as required under Section 197(12) of the Companies Act,2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are also provided in the Annexure âEâ forming part ofthe Annual Report.
22. DISCLOSURES NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the year, 12 Board Meetings were convened and held, the details of which are given in the corporate governance report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.
AUDIT COMMITTEE
The Audit Committee comprises of two Non-Executive Directors, both are Independent Directors and one Executive Non Independent Director. Mr. Vivek Kohli possesses adequate knowledge of Accounts, Audit, Finance, etc. The Composition of the Audit Committee meets the requirements as per Section 177 of the Companies Act, 2013 and Regulation 18 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 and Clause 49 of the erstwhile Listing Agreement.
EXTRACT OF ANNUAL RETURN
In accordance with the provisions of Section 134(3)(a) of the Companies Act, 2013, the extract of the annual return in Form No. MGT - 9 is attached as Annexure âFâ hereto and forms a part of this report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including Directors of the Company to report genuine concern and the same is available on the website of the Company www.tinna.in
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
Details of Loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO
Information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the statement annexed (Annexure âGâ) hereto and forms a part of this report.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Corporate Social Responsibility Committee of the Board has formulated and recommended a CSR Policy to the Board indicating the activities to be undertaken by the Company. The same has been approved by the Board.
The CSR Policy can be accessed on the website of the Company at www.tinna.in
The Company has spent a sum of Rs. 0.47 lacs during the year on CSR activities and 2.% of the average net profits of last three financial years is Rs. 9.73 lacs.
There was fire at units of the Company at Wada (Maharashtra) and Haldia (West Bengal) during first quarter of Financial Year 2015-16. Part of the inventory of raw material, finished goods, stock in process, building and plant & machinery were damaged in the fire. Therefore, the Company could not spent the remaining amount of Rs.9.26.
The Annual Report on CSR activities is enclosed as Annexure H.
D ISC LOSURE UNDE R THE SE XUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVE NT ION, PROHIBIT ION AND REDRESSAL) ACT, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaints pertaining to sexual harassment were received during Financial Year 2015-16.
DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF
SECTION 149 OF THE COMPANIES ACT, 2013
The Independent Directors have given declaration that they meet the criteria of independence as specified in sub-section (6) of Section 149 of The Companies Act, 2013.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company proactively keeps its Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry. The policy on familiarization programmes is available on the Company''s website www.tinna.in.
POLICY FOR DETERMINING MATERIAL SUBSIDIARIES AND POLICY ON DEALING WITH RELATED PARTY TRANSACTIONS
Policy for determining material subsidiaries of the Company and Policy on dealing with related party transactions are available on the website of the Company www.tinna.in.
OTHER DISCLOSURES/ REPORTING
Your Directors state that no disclosure or reporting is required in respect of the following 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 and ESOPs) to employees of the Company under any scheme.
4. Neither the Managing Director nor the Whole time Whole time Directors of the Company receive any remuneration or commission from any of its subsidiaries.
5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.
23. HUMAN RESOURCES AND INDUSTRIAL RELATIONS
The Company firmly believes that Human Resource is the key driver for the success of any organization. Teamwork is encouraged and at the same time every individual is trained and empowered to take right decisions at right time. Training has become a part of the lives of every employee so that innovation becomes the key for all their activities. Your Company has a dedicated team of570 employees as on 31st March, 2016 as compared to 756 employees as on 31st March, 2015.
24. APPRECIATION
Your Directors take this opportunity to express their appreciation for the cooperation and assistance received from the concerned departments of Central and State Governments, financial institutions, banks and shareholders during the year under review. The Directors also wish to place on record their appreciation of the devoted and dedicated services rendered by all employees of the Company.
For and on behalf of the Board of Directors
Tinna Rubber And Infrastructure Limited
Place: New Delhi
Date: 12thAugust, 2016
Bhupinder Kumar Sekhri
Chairman
DIN:00087088
Regd. Office Address:
Tinna House, No. 6,
Tinna House, No. 6,
Sultanpur, Mandi Road,
Mehrauli, New Delhi-110030
Mar 31, 2015
Dear Members,
The Directors take pleasure in presenting the Twenty Eighth Annual
Report of your Company, together with the Audited Financial Statements
for the Financial Year ended March 31, 2015.
1. FINANCIAL RESULTS
(Rs. In Lacs)
Particulars F.Y 2014-15 F.Y. 2013-14
Gross revenue from Operations 9961.43 9835.79
Less: Excise Duty and Service Tax 529.08 548.40
Net Revenues from Operations 9432.35 9287.39
Other Income 210.80 72.50
Profit before Interest, depreciation 2217.11 1183.99
and tax (EBIDTA)
Less: Interest and finance charges 583.24 397.01
(net)
Profit before Depreciation 1633.87 786.98
Less: Depreciation 515.61 368.90
Profit before Prior period items, 1118.26 418.08
Extraordinary items and tax
Less: prior Period items 145.88 -
Profit before tax and extraordinary 972.38 418.08
items
Extraordinary Gain - 1917.05
Profit before tax (PBT) 972.38 2335.13
Less: Provision for tax (net) 270.69 159.05
Profit after tax (PAT) 701.69 2176.08
Add: Balance brought forward 3715.70 1639.82
Less: Adjustment related to transitional 8.05 -
provisions of depreciation
Surplus available for appropriation 4409.34 3815.91
Appropriations:
Less: Proposed dividend on equity 171.30 85.65
shares
Less: Tax on proposed dividend 34.87 14.55
Less: Transferred to general reserve 52.62 ---
Balance carried to Balance Sheet 4150.55 3715.70
2. FINANCIAL REVIEW AND STATE OF COMPANY'S AFFAIRS
Our financial performance despite the challenging operating environment
underpins the success of our strategy. During the year under review
Profit before tax and extra ordinary items was Rs. 972.38 lacs as
compared to Rs. 418.08 lacs in the previous Financial Year showing a
growth of 132.54 %. Gross revenue from operations was Rs. 9961.43 lacs
as compared to Rs. 9835.79 lacs in the previous Financial Year with a
marginal growth of 1.27 %. Future outlook of the Company looks bright.
The Company proposes to transfer Rs.52.62 lacs to the general reserve
out of the amount available for appropriation.
Main business of the Company is manufacture of Crumb Rubber, Crumb
Rubber Modifier, Modified Bitumen, Bitumen Emulsion and allied
products. Other businesses include Trading of Agro Commodity and Agro
Warehousing business carried on through wholly owned subsidiary Tinna
Trade Pvt. Limited. Therefore, Investment (note 13 & 16) are further
classified as followings undertaking:
(i) Investment in Companies
engaged in Agro Commodity,
Agro warehousing and
allied activities * Rs. 5,05,74,069
(ii) Trade Investment in
TP Buildtech P Ltd Rs.1,95,00,000
(iii) Other investment Rs.16,28,30,980
Total Investment Rs.23,29,05,049
* During the year Company earned profit of Rs. 95,34,175 on sale of
investment of B.G.K. Infrastructure Developers Pvt. Ltd., which has
been included in miscellaneous income. This investment was sold to
Tinna Trade Pvt. Ltd.
3. DIVIDEND
The Board has, subject to the approval of the Members at the ensuing
Annual General Meeting, recommended a dividend of Rs. 2/- (20%) per
fully paid-up Equity Share of Rs.10/- each of the Company, for the year
ended March 31, 2015. Together with Corporate Tax on dividend, the
total outflow, on account of equity dividend, will be Rs. 2.06 crores,
vis-a- vis Rs. 1.00 crores paid for Financial Year 2013-14.
4. PROJECTS AND EXPANSION PLANS
The Company won contract for supply of 22000 Mt crumb rubber modifier
from Indian Oil Corporation Ltd. Company has also won contract for
supply of 8000 Mt crumb rubber from Hindustan Colas Limited. We are
seeing renewed focus of our Government to accelerate spending in road
building and infrastructure, which will result in higher sales of CRM in
the coming years. The Company has already ordered two additional lines
for tyre rubber reclaim which hopefully will be commissioned during the
Financial Year 2015-16 to manufacture Ultrafine Rubber Compound. The
Company is in process of introducing high quality ultrafine rubber
reclaims for rubber compounding and for rubber components industry. The
Company is also very actively exploring the overseas market for export
of crumb rubber and reclaim of crumb rubber.
5. SUBSIDIARY, JOINT VENTURE (JV) AND ASSOCIATE COMPANIES
The Company has two subsidiaries as on March 31, 2015. There are two
associate Companies within the meaning of Section 2(6) of the Companies
Act, 2013 ("Act"). There is no JV Company of the Company. Further
there has been no material change in the nature of the business of the
subsidiaries & associate companies. Pursuant to provisions of Section
129(3) of the Act, a statement containing salient features of the
financial statements of the Company's subsidiaries & associate
Companies in Form AOC-1 is provided at Annexure "A" to this report.
Pursuant to the provisions of Section 136 of the Act, the financial
statements of the Company, consolidated financial statements along with
relevant documents and separate audited accounts in respect of
subsidiaries are available on the website of the Company. During the
Financial Year 2014-15 status of B.G.K. Infrastructure Developers
Private Limited changed from Associates to Subsidiary Company. Policy
for determining material subsidiaries of the Company is available on
the website of the Company www.tinna.in
The details of major subsidiaries, JV and associate Companies are given
below:
(i) SUBSIDIARIES
TINNA TRADE PVT. LTD. (TTPL)
Tinna Trade Pvt. Ltd. (TTPL) is 100% subsidiary of Tinna Rubber &
Infrastructure Ltd. TTPL is currently engaged in the business of trading
(domestic as well as international market) of agro commodities like
Pulses Yellow Peas, Green Peas, Chick Peas, Lentils, Kaspa Peas etc. and
Grain and Oil Seed Soya Bean, Soya Bean Doc/Meals, Maize, Wheat, Barley
etc. TTPL's primary focus is on importing of Pulses like Yellow Peas,
Green Peas, Chick Peas, Lentils, Kaspa Peas etc. from Canada and
Australia. It has presence at all the major Gateway Ports of India which
cater to handling of agriculture commodities. TTPL is playing a major
role in bringing agriculture produce directly from Canada and Australia
to millers/wholesalers in India. The wholesalers then sell these
agricultural commodities to retailers. The Company has their own team at
each location for effective execution, distribution and collection. In
the Financial Year 2013-14, the Company had entered into strategic
agreement with Vitol Asia Pte Limited to represent them in India.
Revenue from operations (net) for the Financial Year 2014-15 is Rs.
25287.54 lacs as compared to Rs. 25178.81 lacs showing a marginal growth
of .43%. Profit after tax during the year under review is Rs. 25.91 lacs
as compared to Rs. 88.08 lacs in the previous Financial Year.
B.G.K. INFRASTRUCTURE DEVELOPERS PRIVATE LIMITED
The Company is engaged in the business of professional warehousing
including providing logistic solution to the Agri commodity industry.
Revenue from operations (gross) for the Financial Year 2014-15 is Rs.
394.37 lacs as compared to Rs. 205.46 lacs showing a remarkable growth
of 77.34 %. Loss after tax during the year under review is Rs. 139.13
lacs as compared to Rs. 3.62 lacs in the previous Financial Year.
(ii) ASSOCIATES
TP BUILDTECH PVT. LTD. (TPBPL)
TPBPL is an associate Company of Tinna Rubber And Infrastructure Ltd.
The Company is engaged in the business of manufacturing of construction
chemicals. With the help of lots of Research & Development activities
during the Financial Year 2014-15, TPBPL has succeeded in getting
orders from various renowned brands and some of the best construction
Companies in the country. Revenue from operations (gross) for the
Financial Year 2014-15 is Rs. 1256.97 lacs as compared to Rs. 277.41
lacs showing a remarkable growth of 353.11%. Loss after tax during the
year under review is Rs. 71.56 lacs as compared to Rs. 90.01 lacs in
the previous Financial Year.
BGNS INFRATECH PVT.LTD.
The Company is engaged in the business of real estate activities.
Revenue from operations for the Financial Year 2014-15 is Rs. 60.00
lacs as compared to nil in the previous Financial Year. Profit after
tax during the year under review is Rs. 17.70 lacs as compared to loss
of Rs. 3.41 lacs in the previous Financial Year.
6. RISK MANAGEMENT
The Company's risk management framework identifies and evaluates
business risks and opportunities. The Company recognises that these
risks need to be managed and mitigated to protect its shareholders and
other stakeholders, to achieve its business objectives and enable
sustainable growth. The risk framework is aimed at effectively
mitigating the Company's various business and operational risks, through
strategic actions. Risk management is embedded in our critical business
activities, functions and processes. The risks are reviewed for the
change in the nature and extent of the major risks identified since the
last assessment. It also provides control measures for risks and future
action plans. Tyres are highly inflammable and your Company's property
and stock are subject to risk of loss due to fire and flood and these
are mitigated with insurance and fire detecting and firefighting
equipments and proper security personnel. Regular training program for
employees are being organised by the Company relating to fire control.
7. INTERNAL CONTROLS, INTERNAL FINANCIAL CONTROLS AND AUDIT OVERVIEW
A system of internal control, commensurate with the size and nature of
its business, forms an integral part of the Company's corporate
governance policies.
INTERNAL CONTROL
The Company has a proper and adequate system of internal control
commensurate with the size and nature of its business. Some of the
significant features of internal control systems includes:
* Ensuring compliance with laws, regulations, standards and internal
procedures and systems.
* De-risking the Company's assets/resources and protecting them from
any loss.
* Ensuring the accounting system's integrity proper and authorised
recording and reporting of all transactions.
* Preparing and monitoring of annual budgets for all operating and
service functions.
* Ensuring the reliability of all financial and operational
information.
* Forming an Audit committee of the Board of Directors. The Audit
Committee regularly reviews audit plans, significant audit findings,
controls and compliance with accounting standards and so on.
* Continuous up-gradation of IT Systems.
The internal control systems and procedures are designed to assist in
the identification and management of risks, the procedure-led
verification of all compliance as well as an enhanced control
consciousness.
8. FIXED DEPOSITS
The Company has not accepted any fixed deposits from the public.
Therefore, it is not required to furnish information in respect of
outstanding deposits under Non-banking, Non-financial Companies
(Reserve Bank) Directions, 1966 and Companies (Accounts) Rules, 2014.
9. SHARE CAPITAL
There was no change in the Company's share capital during the year
under review. The Company's paid up equity share capital remained at
Rs. 8,56,47,500/- comprising of 85,64,750 equity shares of Rs. 10/-
each.
10. CORPORATE GOVERNANCE
The Company has complied with requirements of Clause 49 of the Listing
Agreement regarding Corporate Governance. Corporate Governance Report
in accordance with Clause 49 of the listing agreement is given in this
Annual Report. Certificate from Company Secretary in practice on
compliance of mandatory requirements thereof is also given in this
report.
11. MANAGEMENT DISCUSSION & ANALYSIS
A detailed report on the Management Discussion & Analysis is provided
in Annexure "B" to the Directors' Report.
12. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Companies Act,
2013 Mr. Anand Kumar Singh, Director, retires by rotation at the for
the coming Annual General Meeting and being eligible, offers himself
for re-appointment.
Mr. Ashok Kumar Sood was appointed as an Additional Director by the
Board of Directors of the Company in their meeting held on 29th
September, 2014. In terms of Section 161 of the Companies Act, 2013,
Mr. Ashok Kumar Sood holds office upto the date of this Annual General
Meeting. Further he has been designated as an Independent Director. The
terms and conditions of appointment of independent director are as per
Schedule IV of the Act. Healso submitted a declaration that he meets
the criteria of independence as providedin Section 149(6) of the Act
and there has been no change in the circumstances which may affect
their statusas independent director during the year.
Pursuant to the provisions of Section 149 of the Act, Mr. Ashish Madan
and Mr. Vivek Kohli were appointed/confirmed as independent Directors
at the Annual General Meeting of the Company held on 29th September,
2014. The terms and conditions of appointment of independent Directors
are as per Schedule IV of the Act. They have submitted a declaration
that each of them meets the criteria of independence as provided in
Section 149(6) of the Act and there has been no change in the
circumstances which may affect their status as independent director
during the year.
In terms of the recommendation and approval of Nomination and
Remuneration Committee and approval of the Board of Directors of the
Company in their meeting held on 18thDecember, 2014, Mrs. Shobha
Sekhri was appointed as Additional Director of the Company with effect
from 18th December, 2014 and designated as Whole Time Director in
accordance with the provisions contained in Section 196 and 197 read
with Section 203 of the Companies Act, 2013. In terms of Section 161 of
the Companies Act, 2013, Mrs. Shobha Sekhri holds office upto the date
of this Annual General Meeting. The details of remuneration payable to
Mrs. Shobha Sekhri and the terms and conditions of the appointment are
given in the resolution. Mrs. Shobha Sekhri also meets the requirement
of Woman Director in the Company
Mr. Maneesh Mansingka and Mr. Kapil Sekhri resigned from the post of
Director of the Company w.e.f. 29th May, 2014, Mr. Rahul Garg resigned
from the post of Director w.e.f. 29th September, 2014 and Mr. Kulbir
Singh resigned from the post of Director w.e.f. 18th December,
2014.Your Directors place on record their deep appreciation for the
valuable services rendered by these Directors during their tenure as
Directors of the Company.
Mr. Raghuvansh Mani, Company Secretary resigned w.e.f 31st March, 2015
and Mr. Y.P. Bansal appointed as Company Secretary w.e.f. 16th April,
2015.
The disclosure under Clause 49 of the Listing Agreement in respect of
Directors appointed/ reappointed during the Financial Year is given in
the Notice of Annual General Meeting.
13. BOARD EVALUATION
The Board carried out an annual performance evaluation of its own
performance, the individual Directors as well as the working of the
Committees of the Board. The performance evaluation of the Independent
Directors was carried out by the entire Board. The performance
evaluation of the Chairman and the Non-Independent Directors was carried
out by Independent Directors.
14. AUDITORS AND AUDITOR'S REPORT
A. STATUTORY AUDITORS
At the Company's Twenty Seventh Annual General Meeting (AGM) held on
29th September, 2014, M/s. V. R. Bansal & Associates, Chartered
Accountants, New Delhi, were appointed as the Company's Statutory
Auditors from the conclusion of the Twenty Seventh AGM till the
conclusion of the Twenty Ninth AGM. In terms of Section 139 (1) of the
Companies Act, 2013, the appointment of the statutory auditors to hold
office from the conclusion of the Twenty Eighth AGM until the
conclusion of the Twenty Ninth AGM is placed for your ratification.
The Notes on financial statement referred to in the Auditors' Report
are self-explanatory and do not call for any further comments. There
was slight delay in payment owing to non-adherence of delivery schedule
by the suppliers in Micro, small and medium enterprises. However, the
Company has paid the principal amount during the year.
B. COST AUDITORS
Pursuant to Section 148(2) of the Companies Act, 2013 read with the
Companies (Cost Records and Audit), Amendment Rules 2014, your Company
is required to get its cost accounting records audited by a Cost
Auditor. Accordingly, the Board at its meeting held on 12th August,
2015, has on the recommendation of the Audit Committee, appointed M/s
Pant S. & Associates (ICWAI registration no. 101402), Cost Accountants
to conduct the Audit of the cost accounting records of the Company for
the Financial Year 2015-16.
C. SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company had appointed M/s. Ajay Baroota &
Associates, Company Secretaries to undertake the Secretarial Audit of
the Company. The Report of the Secretarial Audit carried out is annexed
herewith as Annexure "C". The report does not contain any observation
or qualification requiring explanation or comments from the Board under
Section 134(3) of the Companies Act, 2013.
15. CONSOLIDATED FINANCIAL RESULTS
As required by Clause 32 of the Listing Agreement with the Stock
Exchanges, the Consolidated Financial Statements have been prepared in
accordance with applicable accounting Standards. The Audited
Consolidated Financial Statements together with Auditors Report form
part to of the Audit Report.
The Consolidated net profit of the Company was Rs.583.85 lacs during
the Financial Year 2014-15 as compared to Rs. 2212.84 in the previous
Financial Year. The previous Financial Year net profit includes Rs.
1917.05 lacs as extra ordinary income.
16. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND
OTHER DETAILS
The policy on Directors' appointment and remuneration and other matters
provided in Section 178(3) of the Companies Act, 2013 has been
disclosed in the Corporate Governance Report, which forms a part of
this report and is available on the website of the Company www.tinna.in
17. RELATED PARTY TRANSACTIONS
Related Party Transactions that were entered into during the financial
year were generally on arm's length basis and in the ordinary course of
business subject to certain exceptions. The policy on dealing with
Related Party Transactions as approved by the Board is uploaded on the
Company's website http://www.tinna.in . The Policy intends to ensure
that proper reporting, approval and disclosure processes are in place
for all transactions between the Company and Related Parties. This
Policy specifically deals with the review and approval of Related Party
Transactions keeping in mind the potential or actual conflicts of
interest that may arise because of entering into these transactions.
Related Party Transactions are placed before the Audit Committee for
review and approval. Prior omnibus approval is obtained for Related
Party Transactions for transactions which are of repetitive nature and
/ or entered in the ordinary course of business and are at Arm's
Length.
The disclosure of related party transactions required under Section 134
(3)(h) read with section 188(2) of the Companies Act, 2013 is given in
Form AOC 2. Accordingly related party transactions which were entered
into during the year by your Company, is given in Annexure "D" to this
report.
Your Directors draw your attention to Note 34 to the Standalone
financial statements and Note No 35 to the consolidated financial
statements which sets out related party disclosures.
18. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
Provisions of Section 135 of the Companies Act, 2013 relating to
Corporate Social Responsibility were not applicable to the Company
during Financial Year 2014- 15. The Company has formulated the CSR
Policy and the same is available on the website of the Company
www.tinna.in
19. ENVIRONMENTAL INITIATIVES
Tinna has always been a frontrunner in continuously improving its
operational performance in all areas including quality, safety and
environment protection. These initiatives have been taken across all
production facilities of the Company. The Company has undertaken
various measures to address environmental issues at its plant
locations.
20. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134 sub- section 3(c) and
sub-section 5 of the Companies Act, 2013, your Directors hereby state
and confirm that:
1. In the preparation of the annual accounts, the applicable
accounting standards have been followed and there was no material
departure.
2. Such accounting policies have been selected and applied
consistently and judgements and estimates have been made that are
reasonable and prudent to give a true and fair view of the Company's
state of affairs as at March 31, 2015 and of the Company's profit or
loss for the year ended on that date.
3. Proper and sufficient care has been taken for the maintenance of
adequate accounting records, in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
4. The annual financial statements have been prepared on a going
concern basis.
5. That internal financial controls were laid down to be followed and
that such internal financial controls were adequate and were operating
effectively.
6. Proper systems were devised to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating.
21. MATERIAL CHANGES AND COMMITMENTS
There was fire at units of the Company at Wada (Maharashtra) and Haldia
(West Bengal) during first quarter of Financial Year 2015-16. Part of
the inventory of raw material, finished goods, stock in process,
building and plant & machinery were damaged in the fire. The units are
fully insured and all stocks and assets are fully covered. The Company
is in the process of lodgement of insurance claim with the insurance
Company. Restoration work is in process and insurance claim shall be
lodged on ascertainment of final claim. The units have partially
restarted.
22. PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197(12) of the Companies Act,
2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, a statement showing
the names and other particulars of the employees drawing remuneration
in excess of the limits set out in the said rules are provided in the
Annexure "E" forming part of the Annual Report. Disclosures pertaining
to the remuneration and the other details as required under Section
197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
also provided in the Annexure "E" forming part of the Annual Report.
23. DISCLOSURES
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the year, nine Board Meetings were convened and held, the
details of which are given in the corporate governance report. The
intervening gap between the meetings was within the period prescribed
under the Companies Act, 2013.
AUDIT COMMITTEE
The Audit Committee comprises of two Non-Executive Directors, both are
Independent Directors and one Executive Non Independent Director. Mr.
Vivek Kohli is the Chairman of the Audit Committee. The Members
possess adequate knowledge of Accounts, Audit, Finance, etc. The
Composition of the Audit Committee meets the requirements as per
Section 177 of the Companies Act, 2013 and Clause 49 of the Listing
Agreement. There are no recommendations of the Audit Committee which
have not been accepted by the Board.
EXTRACT OF ANNUAL RETURN
In accordance with the provisions of Section 134(3)(a) of the Companies
Act, 2013, the extract of the annual return in Form No. MGT - 9 is
attached as Annexure "F" hereto and forms a part of this report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has formulated and published a Whistle Blower Policy to
provide Vigil Mechanism for employees including Directors of the
Company to report genuine concern and the same is available on the
website of the Company www.tinna.in . The provisions of this policy are
in line with the provisions of the Section 177(9) of the Act and the
revised Clause 49 of the Listing Agreements with stock exchanges.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
Details of Loans, guarantees and investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
notes to the Financial Statements.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
Information in accordance with the provisions of Section 134(3)(m) of
the Companies Act, 2013 read with Rule 8 of the Companies (Accounts)
Rules, 2014 regarding conservation of energy, technology absorption and
foreign exchange earnings and outgo is given in the statement annexed
(Annexure "G") hereto and forms a part of this report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.
The Company has in place an Anti-Sexual Harassment Policy in line with
the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. An Internal
Complaints Committee (ICC) has been set up to redress complaints
received regarding sexual harassment. All employees (permanent,
contractual, temporary, trainees) are covered under this policy. No
complaints pertaining to sexual harassment were received during
Financial Year 2014-15.
DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF
SECTION 149 OF THE COMPANIES ACT, 2013
The Independent Directors have given declaration that they meet the
criteria of independence as specified in sub-section (6) of section
149of The Companies Act, 2013.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company proactively keeps its Directors informed of the activities
of the Company, its management and operations and provides an overall
industry perspective as well as issues being faced by the industry. The
policy on familiarization programmes is available on the Company's
website www.tinna.in
POLICY FOR DETERMINING MATERIAL SUBSIDIARIES AND POLICY ON DEALING WITH
RELATED PARTY TRANSACTIONS
Policy for determining material subsidiaries of the Company and Policy
on dealing with related party transactions areavailable on the website
of the Company www.tinna.in
OTHER DISCLOSURES/ REPORTING
Your Directors state that no disclosure or reporting is required in
respect of the following 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 and ESOPs) to
employees of the Company under any scheme.
4. Neither the Managing Director nor the Whole- time Directors of the
Company receive any remuneration or commission from any of its
subsidiaries.
5. No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company's
operations in future.
24. HUMAN RESOURCES AND INDUSTRIAL RELATIONS
The Company firmly believes that Human Resource is the key driver for
the success of any organization. Teamwork is encouraged and at the
same time every individual is trained and empowered to take right
decisions at right time. Training has become a part of the lives of
every employee so that innovation becomes the key for all their
activities. Your Company has a dedicated team of 756 employees as on
31st March, 2015 as compared to 454 employees as on 31st March, 2014
showing a growth of66.52%.
25. APPRECIATION
Your Directors take this opportunity to express their appreciation for
the cooperation and assistance received from the concerned departments
of Central and State Governments, financial institutions, banks and
shareholders during the year under review. The Directors also wish to
place on record their appreciation of the devoted and dedicated
services rendered by all employees of the Company.
For and on behalf of the Board of Directors
Tinna Rubber And Infrastructure Limited
Place: New Delhi
Date: 12th August, 2015
Bhupinder Kumar Sekhri
Chairman
DIN:00087088
Office Address:
Tinna House, No. 6,
Sultanpur, Mandi Road Mehrauli,
New Delhi-110030
Mar 31, 2014
The Members
The Directors are pleased to present the 27th Annual Report and the
Audited Statement of Accounts of the Company for the financial year
ended on 31st March, 2014 (01-04-2013 to 31-03-2014).
FINANCIAL HIGHLIGHTS
(Rs. in lacs)
2013-2014 2012-2013
Total Income 9359.89 9036.70
Profit/(loss) before interest,
Depreciation & Taxation 1154.02 686.99
Interest 367.04 276.79
Depreciation 368.90 222.37
Profit Before Exceptional Items 418.08 145.65
Exceptional Gain (net) 1917.05 -
PBT 2335.13 145.65
Tax 159.05 (13.24)
Profit/ (loss) after interest,
Depreciation & Taxation 2176.08 158.89
Reserves & Surplus 5635.62 3526.13
PERFORMANCE REVIEW
During the year under review, the Company earned total income to the
tune of Rs.9359.89lacs as against Rs.9036.70 lacs in the previous year. The
company achieved a profit of Rs.2,335.13 lacs (including exceptional gain
of Rs. 1,917.05 lacs) as against a profit of Rs.145.65 lacs in the previous
year resulting into better PBIDT (Profit before Interest, Depreciation
& Tax) to the tune of Rs. 1,154.04 lacs as compared to Rs. 686.99 lacs in
previous year.
OPERATIONS:
Your Company is well on the way to growth.As backward integration the
Company had set up plants to make Crumb Rubber from old used tyres at 4
strategic locations in North, West, South and East viz., Panipat
(Haryana), Wada, District Thane (Maharashtra), Gummidipundi, District
Thiruvallur (Tamilnadu) and Haldia (West Bengal).The backward
integration has started showing positive result in first year itself by
way reduction in cost of raw material. Production at Haldia plant
which was started in May, 2013 has shown a better result and production
at Gummidipundi plant is likely to be started in the current financial
year.
The product wise quantitative statement showing turnover of the company
for the last two years is depicted as under which shows that from its
new activities, your company is achieving positive response and will
achieve better results in next year itself:
Sl. Name of Product 2013-14 2012-13
No. (QTY. In MT) (QTY. In MT)
1. Crumb Rubber Modifier to
Oil Refiniries 12,235 9,240
2. Job work (Oil Refiniries) 1,12,598 90,952
3. Fine Crumb Rubber for
Site Mixing 3,613 5,289
4. Job work (Site Mixing) 30,798 43,581
5. Crumb Rubber /
Polymer Modifier Bitumen 3,165 7,312
6. Bitumen Emulsion 2,598 3,985
7. Steel Scraps 4,488 1,537
8. Crumb Rubber 6,104 388
9. Others 62 101
Total 1,75,661 1,62,385
The Company lays strong emphasis on utilization of modern technology
for qualitative services and business efficiency geared towards
complete customer satisfaction and achieving milestones. This is
reflective in company''s plans to add state of the art crumbing units at
its various locations.
The Company is operating in single segment mainly Crumb Rubber, Crumb
Rubber Modifier and Modifier Bitumen & Emulsion Bitumen.The turnover
trends of the company for the last five years remained as under:
TRENDS OF EARNING PER SHARES OF LAST FIVE YEARS:
The earning per share depicts the proportion of profits of the Company
in a financial year with each shares held by the shareholder The EPS
Trends for the last five years remained as under:
CLB MATTER/ORDER
In view of family dispute, the Hon''ble Company Law Board, New Delhi,
vide its Order dated 09 th June, 2009 directed for division in group
business/activities in the overall interest of the group and public at
large.The settlement is fully in place and has been acted upon and as
such all the major issues have been resolved. Some minor issues are
pending for which petition (s) / application (s) was filed by/against
the company before the Hon''bleSupreme Court of Delhi. These matters are
pending before the court and being taken care of properly in the
interest of the company and public at large.
DIVIDEND:
Your Directors are pleased to recommend for the approval of the
shareholders, a dividend of Re.1/- per share to the members for the
financial year ended 31.03.2014.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS & OUTGO
The information in accordance with the provisions of Section 217 (1)
(e) of the Companies Act, 1956 read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988 as
amended, regarding conservation of energy and technology absorption &
foreign exchange earnings & outgo is given in the annexure forming part
of this Report.
FIXED DEPOSITS
The Company has not accepted deposits from the public. Hence, the
provisions of Section 58A of the Companies Act, 1956 and the Rules made
under the Companies (Acceptance of Deposits), Rules, 1975, as amended
with regard to the deposits accepted from the public are not
applicable.
AUDITORS
M/s. V. R. Bansal & Associates, Chartered Accountants, New Delhi retire
at the conclusion of this Annual General Meeting & being eligible have
offered themselves for re- appointment, which if made, will be in
conformity with the provisions of Section 139 of the Companies Act,
2013.
AUDITORS'' REPORT
The Auditors'' observations on the accounts have been extensively dealt
with in the notes & necessary corrective actions are being taken. The
Directors wish to further state that the Company is continuously making
efforts for further streamlining/improving the internal audit and other
systems. Regarding the comment about short provisions of depreciation
for the assets at Mangalore Refinery Petro Chemical Limited (MRPL),
Mangalore, the Company earlier intended to re- negotiate due to less
than assured business. However, considering commercial consideration
and future business and also for maintaining cordial business relation,
your Board of Directors have decided to give the plant to MRPL at Re.
1/- only. The remaining depreciation has been booked in the account of
first quarter ended on 30th June, 2014.
There was slight delay in payment owing to non-adherence of delivery
schedule by the suppliers in Micro, Small and Medium Enterprises.
However the company has paid the principal amount during the year.
COST AUDITORS:
As per section 148 of the Companies Act, 2013 and the MCA Circular
dated 6th November, 2012, the Board has approved the appointment of M/s
Lal Pant & Co., Cost & Management Accountants, Delhi ( Firm Regn no.
000422) as Cost Auditor to carry out the cost audit of the products
being manufactured by the company for the year ending 31st March, 2015
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 217(2AA) of the Companies
Act, 1956 with respect to Directors'' Responsibility Statement, it is
hereby confirmed:
(i) that in the preparation of the annual accounts for the financial
year ended 31st March, 2014, the applicable accounting standards have
been followed along with proper explanation relating to material
departures;
(ii) that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit or loss of the Company for the year under review.
(iii) that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act,1956 for safeguarding the assets of the
Company and for preventing and detecting fraud and other
irregularities;
(iv) that the Directors have prepared the accounts for the financial
year ended 31st March, 2014, on going concern basis''.
PARTICULARS OF EMPLOYEES
The Company has not paid any remuneration attracting the provisions of
the Companies (Particulars of Employees) Rules, 1975 read with section
217 (2A) of the Companies Act, 1956 as amended. Hence, no information
is required to be appended to this report.
DIRECTORS
Shri Anand Kumar Singh, Whole-Time Director retires by rotation and
being eligible offer himself for re-appointment.
Shri Ashish Madan who was appointed as Additional Director of the
company on 29th May, 2014 will be confirmed in the coming shareholders
meeting.
Shri Kapil Sekhri and Shri Maneesh Mansingka resigned from the
directorship of the company w.e.f. 29th May, 2014.
The Board places on record its appreciation for the valuable
contribution made by Shri Kapil Sekhri & Shri Maneesh Mansingka during
their tenure as Directors of the Company.
CONSOLIDATION:
In accordance with the Accounting Standard (AS-21) on Consolidated
Financial Statements read with AS-23 on accounting for Investment in
Associates, the audited consolidated Financial Statements is provided
in the Annual Report.
SUBSIDIARY COMPANY
As required under Section 212 of the Companies Act, 1956 the audited
Statement of accounts along with the Reports of the Board of Directors
of Tinna Trade Private Limited and the auditor''s report for the year
ended 31st March, 2014 is annexed.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the listing agreement (a) Management
Discussion & Analysis Report (b) Report on Corporate Governance (c) the
certificate on Corporate Governance are given in the annexure to this
report.
ACKNOWLEDGEMENTS
Your Directors wish to place on record their appreciation for the
assistance and co-operation extended to the Company by the Banks/ Govt.
Authorities and other agencies. The Directors also thank all the
employees of the Company at every level for their valuable services and
continued support during the year.
For & on behalf of the Board
New Delhi
August 22, 2014
Bhupinder Kumar Sekhri Anand Kumar Singh
Managing Director Whole-Time Director
Mar 31, 2013
Dear Members,
The Directors are pleased to present the 26th Annual Report and the
Audited Statement of Accounts of the Company for the financial year
ended on 31st March, 2013 (01-04-2012 to 31-03-2013).
FINANCIAL HIGHLIGHTS
(Rs. in lacs)
2012-2013 2011-2012
Total Income 9,036.70 10,618.37
Profit/(loss) before interest, Depreciation
& Taxation 644.81 602.27
Interest & Other borrowing costs 276.79 212.87
Depreciation 222.37 120.35
Profit Before Exceptional Items 145.65 269.05
Exceptional Gain (net) - 473.77
PBT 145.65 742.82
Tax (13.24) 121.17
Profit/ (loss) after interest,
Depreciation & Taxation 158.89 621.65
Reserves & Surplus 3526.13 3366.56
REVIEW OF OPERATIONS
During the year under review, the Company earned total income to the
tune of Rs. 9036.70 lacs as against Rs. 10,618.37 lacs in the previous
year. This year the Company earned a Profit (PAT) of Rs. 158.89 lacs as
against Rs. 621.65 lacs (including Exceptional gain of Rs. 473.77 lacs) in
the previous year.
During the year under review, the Company did a business of Rs. 8,359.96
lacs as against a business of Rs. 10,195.21 lacs in the previous year
from its bitumen division. The company also started trading of
construction chemicals in the year 2011-12 and during the year under
review, achieved a turnover of Rs. 125.73 lacs as compared to Rs. 23.23
lacs in previous year. With all these activities, the Company, during
the year under review, although earned a lesser profit of Rs. 145.65 lacs
as against a profit of Rs. 269.05 lacs in the previous year, but has
achieved better PBIDT (Profit before Interest, Depreciation & Tax) to
the tune of Rs. 644.81 lacs as compared to Rs. 602.27 lacs in previous
year. Depreciation & Interest are higher due to start of new Crumb
Rubber Plant. As backward integration the Company has set up plants to
make Crumb Rubber from old used tyres at 4 strategic locations in
North, West, South and East viz., Panipat (Haryana), Wada, District
Thane (Maharashtra), Gummidipundi, District Thiruvallur (Tamilnadu) and
Haldia (West Bengal). Production at Panipat and Wada started in April,
2012 & February, 2013 respectively. The backward integration has
started showing positive result in first year itself by way of
reduction in cost of raw material. Production at Haldia plant has also
started in May, 2013 and production at Gummidipundi plant is likely to
start within the current financial year.
Since the business of the company mainly consists of manufacturing of
crumb rubber, crumb rubber modifier and processing & mixing of
bituminous products and therefore to reflect the present activities,
the name of your company has been changed from ''Tinna Overseas Limited''
to ''Tinna Rubber And Infrastructure Limited.''
The product wise quantitative statement showing turnover of the company
for the last two years is depicted as under which shows that from its
new activities, your company is achieving positive response and will
achieve better results in next year itself:
Sl. Name of product 2012-13 2011-12
No. (QTY. In MT) (QTY. In MT)
1. Crumb Rubber Modifier to Oil Refiniries 9240 13919
2. Job work (Oil Refiniries) 90952 135584
3. Fine Crumb Rubber for Site Mixing 5289 4656
4. Job work (Site Mixing) 43581 36323
5. Crumb Rubber / Polimer Modifier Bitumen 7312 14112
6. Bitumen Emulsion 3985 1358
7. Steel 1537 Nil
8. Crumb Rubber 388 Nil
9. Others 101 20
The Company lays strong emphasis on utilization of modern technology
for qualitative services and business efficiency geared towards
complete customer satisfaction and achieving milestones. This is
reflective in company''s plans to add state of the art crumbing units at
its various locations.
The Company is operating in single segment mainly Crumb Rubber, Crumb
Rubber Modifier and Modifier Bitumen & Emulsion Bitumen. The turnover
trends of the company for the last five years remained as under:
TURNOVER TRENDS
TRENDS OF EARNING PER SHARES OF LAST FIVE YEARS:
The earning per share depicts the proportion of profits of the Company
in a financial year with each shares held by the shareholders. The EPS
Trends for the last five years remained as under:
CLB MATTER/ORDER
In view of family dispute, the Humble Company Law Board, New Delhi,
vide its Order dated 09th June, 2009 directed for division in group
business/activities in the overall interest of the group and public at
large. The settlement is fully in place and has been acted upon and as
such all the major issues have been resolved. Some minor issues are
pending for which petition (s) / application (s) was filed by/against
the company before the Humble Supreme Court of Delhi. These matters
are pending before the court and being taken care of properly in the
interest of the company and public at large.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS & OUTGO
Information in accordance with the provisions of Section 217 (1) (e) of
the Companies Act, 1956 read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988 as
amended, regarding conservation of energy and technology absorption &
foreign exchange earnings & outgo is given in the annexure forming part
of this Report.
FIXED DEPOSITS
The Company has not accepted deposits from the public. Hence, the
provisions of Section 58A of the Companies Act, 1956 and the Rules made
under the Companies (Acceptance of Deposits), Rules, 1975, as amended
with regard to the deposits accepted from the public are not
applicable.
AUDITORS
M/s V.R. Bansal & Associates, Chartered Accountants, New Delhi retires
at the conclusion of this Annual General Meeting & being eligible have
offered themselves for re- appointment.
AUDITORS'' REPORT
The Auditors'' observations on the accounts have been extensively dealt
within the notes & necessary corrective actions are being taken. The
Directors wish to further state that the Company is continuously making
efforts for further streamlining/improving the internal audit and other
systems. Regarding the comment about short provisions of depreciation
for the assets at Mangalore Refinery Petro Chemical Limited, Mangalore,
the Company would re- negotiate due to less than assured business as
explained in the note 12(a) of Fixed Assets.
There was slight delay in payment mainly owing to non- adherence of
delivery schedule by the suppliers However the company has paid the
principal amount during the year.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 217(2AA) of the Companies
Act, 1956 with respect to Directors'' Responsibility Statement, it is
hereby confirmed:
(i) that in the preparation of the annual accounts for the financial
year ended 31st March, 2013, the applicable accounting standards have
been followed along with proper explanation relating to material
departures;
(ii) that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit or loss of the Company for the year under review.
(iii) that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act,1956 for safeguarding the assets of the
Company and for preventing and detecting fraud and other
irregularities;
(iv) that the Directors have prepared the accounts for the financial
year ended 31st March, 2013, on going concern basis''.
PARTICULARS OF EMPLOYEES
The Company has not paid any remuneration attracting the provisions of
the Companies (Particulars of Employees) Rules, 1975 read with section
217 (2A) of the Companies Act, 1956 as amended. Hence, no information
is required to be appended to this report.
DIRECTORS
Shri Bhupinder Kumar Sekhri and Shri Maneesh Mansingka retire by
rotation and being eligible offer themselves for re-appointment. Shri
Kulbir Singh and Shri Anand Kumar Singh who were appointed as
Additional Directors of the company on 14th November, 2013 and 29th
May, 2013 respectively will be confirmed in the coming shareholders
meeting. Shri Anand Kumar Singh will also be appointed as Whole-Time
Director in the coming shareholders meeting.
Shri Bishnu Agarwalla resigned from the directorship of the company
w.e.f. 29th May, 2013. The Board places on record its appreciation for
the valuable contribution made by Shri Bishnu Agarwalla during his
tenure as Director of the Company.
SUBSIDIARY COMPANY
As required under Section 212 of the Companies Act, 1956 the audited
Statement of accounts along with the Reports of the Board of Directors
of B. G. K. Infrastructure Developers Private Limited and the auditor''s
report for the year ended 31st March, 2013 is annexed.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the listing agreement (a) Management
Discussion & Analysis Report (b) Report on Corporate Governance (c) the
certificate on Corporate Governance are given in the annexure to this
report.
ACKNOWLEDGEMENTS
Your Directors wish to place on record their appreciation for the
assistance and co-operation extended to the Company by the Banks/ Govt.
Authorities and other agencies. The Directors also thank all the
employees of the Company at every level for their valuable services and
continued support during the year.
For & on behalf of the Board
New Delhi
August 12, 2013 Bhupinder Kumar Sekhri Kulbir Singh
Managing Director Director
Mar 31, 2012
The Directors are pleased to present the 25th Annual Report and the
Audited Statement of Accounts of the Company for the financial year
ended on 31st March, 2012 (01 04 2011 to 31 03 2012).
FINANCIAL HIGHLIGHTS
(Rs. in lacs)
2011-2012 2010-2011
Total Income 10,618.37 11,795.46
Profit/(loss) before interest,
Depreciation & Taxation 602.27 508.74
Interest 212.87 221.76
Depreciation 120.35 113.79
Profit Before Exceptional Items 269.05 173.19
Exceptional Gain (net) 473.77 -
PBT 741.96 171.16
Tax 121.17 107.64
Profit/(loss) after interest,
Depreciation & Taxation 621.65 65.55
Reserves & Surplus 3366.56 2882.63
REVIEW OF OPERATIONS
During the year under review, the Company achieved total income to the
tune of Rs. 10,618.37 lacs as against Rs. 11,795.46 lacs in the previous
year. This year the Company earned a PAT of Rs. 621.65 lacs as against a
profit ofRs. 65.55 lacs in the previous year.
During the year under review in the bitumen division the Company did a
business ofRs. 10,543.30 lacs as against a business of Rs. 9070.94 lacs in
the previous year. In this division, during the year under review the
Company earned a profit of Rs. 1040.50 lacs as against a profit of Rs.
1114.73 lacs in the previous year.
Company has discontinued trading of Soya DOC and now entirely focussing
on Crumb Rubber, Bituminous and infrastructure related products.
Company started trading of construction chemicals and achieved turnover
ofRs. 24.23 lacs. Site mixing business has grown as expected and its
share in total sales has increased.
Due to moderate increase in Sales price and better cost control and
utilisation of resources, Company has achieved better profit at Rs.
269.05 lacs (before exceptional gain) as compare to Rs. 173.19 lacs. The
Company lays strong emphasis on utilization of modern technology for
qualitative services and business efficiency geared towards complete
customer satisfaction and achieving milestones. This is reflective in
companyÃs plans to add state of the art crumbing units at its various
locations.
Over a period of 4 years Company had invested about 80 lacs at Tuljapur
(Maharashtra) on jatropha plantation and other allied related assets
including irrigation pipeline, temporary shed and preoperative expense.
The concept of jatropha could not deliver as per expectation to most of
the investors and we also were facing the same situation of
non-viability of cultivating Jatropha. To save on further loss and to
channelize management attention to more productive purpose, Company
decided to surrender the lease and discontinue this activity.
The companyÃs operating business are organized and managed separately
according to the nature of products, with each segment representing a
strategic business unit that offers different products. The identified
segments are bitumen division, trading in construction chemicals,
agricultural activity division and warehousing and infrastructure.
TURNOVER TRENDS
TRENDS OF EARNING PER SHARES OF LAST FIVE YEARS:
This year Company has recorded good earnings per share for its
shareholders in comparison to last year. The earning per shares depicts
the proportion of profits of the Company in a financial year with each
shares held by the shareholders.
CLB MATTER/ORDER
In view of family dispute, the Hon'ble Company Law Board, New Delhi,
vide its Order dated 09th June, 2009 directed for division in group
business/activities in the overall interest of the group and public at
large. Thereafter petition (s) / application (s) filed by/against the
company related to other family disputes before the Hon'ble High Court
of Delhi. The matters are pending before the court.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS & OUTGO
Information in accordance with the provisions of Section 217 (1) (e) of
the Companies Act, 1956 read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988 as
amended, regarding conservation of energy and technology absorption &
foreign exchange earnings & outgo is given in the annexure forming part
of this Report.
FIXED DEPOSITS
The Company has not accepted deposits from the public. Hence, the
provisions of Section 58A of the Companies Act, 1956 and the Rules made
under the Companies (Acceptance of Deposits), Rules, 1975, as amended
with regard to the deposits accepted from the public are not
applicable.
AUDITORS
M/s Rawla & Co., Chartered Accountants, New Delhi retires at the
conclusion of this Annual General Meeting & being eligible have offered
themselves for re- appointment.
AUDITORS' REPORT
The Auditors' observations on the accounts have been extensively dealt
with in the notes & necessary corrective actions are being taken. The
Directors wish to further state that the Company is continuously making
efforts for further streamlining/improving the internal audit and other
systems. The Company has sold non-strategic investment in order to meet
the fund requirement for the core business of crumb rubber/bituminous
products. Regarding the comment about short provisions of depreciation
for the assets at Mangalore Refinery Petro Chemical Limited, Mangalore,
the Company would re-negotiate due to less than assured business.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 217(2AA) of the Companies
Act, 1956 with respect to Directors' Responsibility Statement, it is
hereby confirmed:
(i) that in the preparation of the annual accounts for the financial
year ended 31st March, 2012, the applicable accounting standards have
been followed along with proper explanation relating to material
departures;
(ii) that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit or loss of the Company for the year under review.
(iii) that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act,1956 for safeguarding the assets of the
Company and for preventing and detecting fraud and other
irregularities;
(iv) that the Directors have prepared the accounts for the financial
year ended 31st March, 2012, on going concern basis'.
PARTICULARS OF EMPLOYEES
The Company has not paid any remuneration attracting the provisions of
the Companies (Particulars of Employees) Rules, 1975 read with section
217 (2A) of the Companies Act, 1956 as amended. Hence, no information
is required to be appended to this report.
DIRECTORS
Shri Bhupinder Kumar Sekhri shall be appointed as Managing Director of
the company in coming annual general meeting. Shri Kapil Sekhri retires
by rotation and being eligible offer himself for re-appointment.
S/Shri Rajesh Garg and Anil Kumar Grover resigned from the directorship
of the company w.e.f. 24th December, 2011 and 30th April, 2012
respectively. The Board places on record its appreciation for the
valuable contribution made by Mr. Garg and Mr. Grover during their
tenure as Director of the Company. Mr. Daini Singh was appointed as
additional director on 24th December, 2011 but due to immediate
involvement in his personal assignments he resigned from directorship
of the company on 23rd March, 2012.
Shri Bishnu Agarwalla, Shri Vivek Kohli and Shri Maneesh Mansingka who
were appointed as additional director on 23rd March, 2012 shall be
confirmed in the coming shareholders meeting.
DELISTING
The Board of Directors commended the resolution for approval in ensuing
annual general meeting. The company communicated to stock exchanges
where it intends to delist its shares for necessary course of action
from Delhi Stock Exchange Association Limited (DSE), The Calcutta Stock
Exchange Association Limited (CSE) & The Stock Exchange Ahmedabad
(ASE). The equity shares will continue to be listed at the Bombay Stock
Exchange (BSE) having nation wide terminals.
SUBSIDIARY COMPANY
As required under Section 212 of the Companies Act, 1956 the audited
Statement of accounts along with the Reports of the Board of Directors
of B. G. K. Infrastructure Developers Private Limited and the auditor's
report for the year ended 31st March, 2012 is annexed.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the listing agreement (a) Management
Discussion & Analysis Report (b) Report on Corporate Governance (c) the
certificate on Corporate Governance are given in the annexure to this
report.
ACKNOWLEDGEMENTS
Your Directors wish to place on record their appreciation for the
assistance and co-operation extended to the Company by the Banks/ Govt.
Authorities and other agencies. The Directors also thank all the
employees of the Company at every level for their valuable services and
continued support during the year.
For & on behalf of the Board
New Delhi
August 27, 2012
Bhupinder Kumar Sekhri Kulbir Singh
Whole Time Director Director
Mar 31, 2010
The Directors are pleased to present the 23rd Annual Report and the
Audited Statement of Accounts of the Company for the financial year
ended on 31st March, 2010 (01-04-2009 So 31-03-2010)
FINANCIAL RESULTS
(Rs. in lacs)
2009-2010 2008-2009
Total Income 15819,65 5472.17
Profit before Interest, 679.02 1190.12
Depreciation & Taxation
Interest 119.49 64.22
Depreciation 98.38 96.01
Tax 125.54 157.43
Profit/(!oss) after interest, 335.61 872.46
Depreciation & taxation
Reserves & Surplus 2816.07 2480.46
REVIEW OF OPERATIONS
During the year under review, the Company achieved a level of total
income to the tune of Rs 15819,65 lacs as against Rs 5472.17 Sacs in
the previous year. This year the Company earned a profit of 1 335.61
lacs as against a profit of Rs 872.46 lacs in the previous year.
During the year under review in the bitumen division the Company did a
business of ? 7410.77 lacs as against a business of Rs 5455.62 lacs in
the previous year. In this division, during the year under review the
Company earned a profit of ? 318.93 lacs as against a profit of Rs
872.60 lacs in the previous year. The increase in turnover is due to
sale of Modified Bitumen. The reduction in profit mainly resulted due
to lowering of profit margins & the Company could get lesser direct
business from refineries & could get business as sub contractor which
also resulted in lowering of profit margins.
The Company has been making continuous efforts to get the direct
business from refineries & has succeeded to a great extent & is hopeful
to maintain profitability in future & even perform better in the
corning years.
During the year the Company has also undertaken trading of Soyabean
meal to the extent of Rs 8302.73 lacs and earned a profit of Rs 16.68
lacs.
The plantation of Jatropha activity is in early stages but the Company
believes it has a great potential in the coming years.
The Company is also contemplating to undertake business of bitumen
emulsion. The Company sees a great scope in these business activities.
As with the help of bitumen emulsion even roads can be
repaired/maintained in rainy / winter season which will be a positive
step in India.
As backward integration Company is also contemplating to undertake
manufacturing of Crumb Rubber.
The main thrust of the Company is on bitumen related activities wherein
the Company finds a great potential. The Companys developed Bitumen
Modifier, trade named " TBM SUPER" which substantially improves the
vita! properties of Bitumen and in turn quality and life of roads as
evidenced by various reputed Government/ other laboratory reports such
as; Central Road Research Institute (CRRI), New Delhi, Highway Research
Station, Chennai, Gujrat Engineering Research Institute, Vadodra,
Indian Instituie of Technology, Kharagpur & Bangalore University,
Department of Civil Engineering, Bangalore etc., etc, after being test
launched/ successful test tracks being undertaken by them at various
places. Various tracks have been laid with the use of TBM at Delhi,
Haryana, Border Roads at Rajasthan J&K, Mizoram, Leh, Arunachal Pradesh
and many other places and they have been performing satisfactorily.
National Highway Authority has been using our product after being
satisfied on number of successful trial runs. Various other Govt
authorities/ bodies have/ have been recommending the use of TBM in
their projects/proposed projects. The Company has also tied up with the
refineries of Chennai Petroleum Corporation Ltd. (CPCL), Indian Oil
Corporation Ltd. (IOCL) Hindustan Petroleum Corporation Ltd. (HPCL),
Bharat Petroleum Corporation Ltd. (BPCL) & Mangalore Refinery &
Petrochemicals Limited (MRPL) for supply of bitumen modifier to
manufacture modified bitumen at their refineries level and in the
process has already set up manufacturing facilities at Chennai, Mumbai
& Panipat to cater the needs of IOCL, CPCL, HPCL & BPCL. The Company
has also set up its manufacturing facilities at Silvassa (Dadra Nagar
Haveli) and Kalamb (Himachal Pradesh). The Company has further setup/in
the process of setting up its manufacturing facilities at Mangalore,
Haldia & Mathura to meet their requirements. It is expected that the
Company would be able to further improve its position in the coming
years.
CLE MATTER/ORDER
There arose a dispute/mis-understanding among the family directors/
promoters and the petitions were filed before the Horble Company Law
Board, New Delhi. After number of hearings the Honble Company Law
Board, New Delhi, vide its Order dated 09th June, 2009 (effective from
05th January, 2009) directed for division in group business/activities
in the overall interest of the group and public at large. The necessary
steps have been taken in conformity with the CLB Order,
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS 4 OUTGO
Information in accordance with the provisions of Section 217 (1) (e) of
the Companies Act, 1956 read with the Companies {Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988 as
amended, regarding conservation of energy and technology absorption &
foreign exchange earnings & outgo is given in the annexure forming part
of this Report.
FIXED DEPOSITS
The Company has not accepted deposits from the public. Hence, the
provisions of Section 58A of the Companies Act, 1956 and the Rules made
under the Companies (Acceptance of Deposits), Rules, 1975, as amended
with regard to the deposits accepted from the public are not
applicable.
AUDITORS
M/s Rawla & Co., Chartered Accountants, New Delhi retire at the
conclusion of this Annual General Meeting & being eligible have offered
themselves tor re- appointment.
AUDITORS REPORT
The Auditors observations on the accounts have been extensively dealt
with in the notes & further necessary corrective actions are being
taken. The Directors wish to further state that the Company is
continuously making efforts for further streamlining/improving the
interna! audit and other systems.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 217(2AA) of the Companies
Act,1956 with respect to Directors Responsibility Statement, it is
hereby confirmed:
(i) that in the preparation of the annual accounts for the financial
year ended 31st March, 2010, the applicable accounting standards have
been followed along with proper explanation relating to material
departures;
(ii) that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit or loss of the Company for the year under review.
(iii) that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(iv) that the Directors have prepared the accounts for the financial
year ended 31st March, 2010, on a going concern basis.
PARTICULARS OF EMPLOYEES
The Company has not paid any remuneration attracting the provisions of
the Companies (Particulars of Employees) Rules, 1975 read with section
217 (2A) of the Companies Act, 1956 as amended. Hence, no information
is required to be appended to this report.
DIRECTORS
Shri Kapil Sekhri & Shri Anil Kumar Grover retire by rotation and being
eligible offer themselves for re-appointment.
The resignations of S/Shri Gaurav Sekhri & D.RL. Nanda from
directorship have been accepted w.e.f. 26th July, 2010. The Board
places on record its appreciation for the valuable contribution made by
them during their tenure as Director of the Company.
DELISTING
The Company has requested for voluntary delisting of equity shares from
Delhi Stock Exchange Association Limited (DSE), The Calcutta Stock
Exchange Association Limited (CSE) & The Stock Exchange Ahmedabad (ASE)
in 2003. The equity shares are yet to be delisted from these exchanges.
But, even after delisting from these exchanges the equity shares will
continue to be listed at the Mumbai Stock Exchange (BSE) having nation
wide terminals.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the listing agreement (a) Management
Discussion & Analysis Report (b) Report on Corporate Governance (c) the
certificate on Corporate Governance are given in the annexure to this
report.
ACKNOWLEDGEMENTS
Your Directors wish to place on record their appreciation for the
assistance and co-operation extended to the Company by the Banks/ Govt.
Authorities and other agencies. The Directors also thank all the
employees of the Company at every level for their valuable services and
continued support during the year.
For & on behalf of the Board
Place : New Delhi
Dated: 29th July, 2010
Bhupinder Kumar Anil Kumar Grover
Chairman Director
Mar 31, 2009
The Directors are pleased to present the 22nd Annual Report and the
Audited Statement of Accounts of the Company for the financial year
ended on 31st March, 2009 (01-04-2008 to 31-03-2009)
FINANCIAL RESULTS
(Rs. in lacs)
2008-2009 2007-2008
(12months) (9months)
Total Income 5376.27 3298.26
Profit before Interest, 1190.12 (132.91)
Depreciation & Taxation
Interest 64.22 93.73
Depreciation 96.01 102.73
Tax 157.43 (56.56)
Profit/(loss) after interest, 872.46 (272.81)
Depreciation & taxation
Reserves & Surplus 2480.46 4156.26
REVIEW OF OPERATIONS
During the year under review, the Company achieved a level of total
income to the tune of Rs. 5376.27(12months) as against Rs.3298.26 lacs
(9 months) in the previous year. This year the Company earned a profit
of Rs. 872.46 lacs as against a loss of Rs. 272.81 in the previous
year. The Company is hopeful to maintain the tempo in future & even
perform better in the coming years.
The plantation of Jatropha activity in early stages but the Company
believes it has a great potential in the coming years.
The main thrust of the Company is on bitumen related activities wherein
the Company finds a great potential. The Companys developed Bitumen
Modifier, trade named " TBM SUPER" which substantially improves the
vital properties of Bitumen and in turn quality and life of roads as
evidenced by various reputed Government/ other laboratory reports such
as; Central Road Research Institute (CRRI), New Delhi, Highway Research
Station, Chennai, Gujrat Engineering Research Institute, Vadodra,
Indian Institute of Technology, Kharagpur & Bangalore University,
Department of Civil Engineering, Bangalore etc., etc., after being test
launched/ successful test tracks being undertaken by them at various
places. Various tracks have been laid with the use of TBM at Delhi,
Haryana, Border Roads at Rajasthan J&K, Mizoram, Leh, Arunachal Pradesh
and many other places and they have been performing satisfactorily.
National Highway Authority has been using our product after being
satisfied on number of successful trial runs. Various other Govt
authorities/ bodies have/ have been recommending the use of TBM in
their projects/proposed projects. The Company has also tied up with the
refineries of Chennai Petroleum Corporation Ltd. (CPCL), Indian Oil
Corporation Ltd. (IOCL) Hindustan Petroleum Corporation Ltd. (HPCL),
Bharat Petroleum Corporation Ltd. (BPCL) & Mangalore Refinery &
Petrochemicals Limited (MRPL) for supply of bitumen modifier to
manufacture modified bitumen at their refineries level and in the
process has already set up manufacturing facilities at Chennai, Mumbai
& Panipat to cater the needs of IOCL, CPCL, HPCL & BPCL. The Company
has also set up its manufacturing facilities at Silvassa (Dadra Nagar
Haveli) and Kalamb (Himachal Pradesh). The Company has further setup/in
the process of setting up its manufacturing facilities at Mangalore,
Haldia & Mathura to meet their requirements. It is expected that the
Company would be able to further improve its position in the coming
years.
CLB MATTER/ ORDER
There arose a dispute/mis-understanding among the family directors/
promoters and the petitions were filed before the Honble Company Law
Board, New Delhi. After number of hearings the Honble Company Law
Board, New Delhi, vide its Order dated 09,th June, 2009 (effective from
05lh January, 2009) directed for division in group business/activities
in the overall interest of the group and public at large. Effective
steps have been taken/are being taken in order to comply with the
Order.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS & OUTGO
Information in accordance with the provisions of Section 217 (1) (e) of
the Companies Act, 1956 read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988 as
amended, regarding conservation of energy and technology absorption &
foreign exchange earnings & outgo is given in the annexure forming part
of this Report.
SUBSIDIARY COMPANIES
In terms of the effect of the CLB Order dated 09th June 2009 (effective
from 05th January, 2009) Tinna Finex Limited & Duraflex Services &
Construction Technologies Limited cease to be subsidiary companies of
the Company.
FIXED DEPOSITS
The Company has not accepted deposits from the public. Hence, the
provisions of Section 58A of the Companies Act, 1956 and the Rules made
under the Companies (Acceptance of Deposits), Rules, 1975, as amended
with regard to the deposits accepted from the public are not
applicable.
AUDITORS
M/s Rawla & Co., Chartered Accountants, New Delhi retire at the
conclusion of this Annual General Meeting & being eligible have offered
themselves for reappointment.
AUDITORS REPORT
The Auditors observations on the accounts have been extensively dealt
with in the notes. The Directors wish to further state that the Company
is continuously making efforts for further streamlining the internal
audit and other systems.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 217(2AA) of the Companies
Act, 1956 with respect to Directors Responsibility Statement, it is
hereby confirmed:
(i) that in the preparation of the annual accounts for the financial
year ended 31st March, 2009, the applicable accounting standards have
been followed along with proper explanation relating to material
departures;
(ii) that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit or loss of the Company for the year under review.
(iii) that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(iv) that the Directors have prepared the accounts for the financial
year ended 31a March, 2009, on a going concern basis.
CONSOLIDATED FINANCIAL STATEMENTS
In terms of CLB Order dated 09th June, 2009 (effective from 05lh
January, 2009) Tinna Finex Limited & Duraflex Services & Construction
Technologies Limited cease to be subsidiary companies of the Company,
therefore consolidated financial statements as per Accounting Standards
are not required/applicable.
PARTICULARS OF EMPLOYEES
The Company has not paid any remuneration attracting the provisions of
the Companies (Particulars of Employees) Rules, 1975 read with section
217 (2A) of the Companies Act, 1956 as amended. Hence, no information
is required to be appended to this report.
DIRECTORS
Shri D.P.L. Nanda retires by rotation and being eligible offers himself
for re-appointment.
S/Shri Madan Kukreja & Rajesh Garg appointed as additional directors on
15lh April, 2009& 28th August, 2009 respectively. They hold the office
up to the date of ensuing annual general meeting and are eligible for
appointment. The Company has received from some members notices under
section 257 of the Companies Act, 1956 proposing their appointment.
S/Shri Vijay K. Sekhri, Anil Kumar Sekhri & Jagat Mohan Pushkama
resigned from directorship w.e.f. 271h March, 2009 in terms of
understanding at CLB & CLB Order dated 05th January, 2009.
Shri Raj Krishan Gupta who was appointed as additional director on 27th
March, 2009 resigned w.ef.15 th April,2009.
The resignation of Shri Ravindra Chhabra from directorship has been
accepted w.e.f. 28 th August, 2009. The Board places on record its
appreciation for the valuable contribution made by him during his
tenure as Director of the Company.
DELISTING
The Company has requested for voluntary delisting of equity shares from
Delhi Stock Exchange Association Limited (DSE), The Calcutta Stock
Exchange Association Limited (CSE) & The Stock Exchange Ahmedabad (ASE)
in 2003. The equity shares are yet to be delisted from these exchanges.
But, even after delisting from these exchanges the equity shares will
continue to be listed at the Mumbai Stock Exchange (BSE) having nation
wide terminals.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the listing agreement (a) Management
Discussion & Analysis Report (b) Report on Corporate Governance (c) the
certificate on Corporate Governance are given in the annexure to this
report.
ACKNOWLEDGEMENTS
Your Directors wish to place on record their appreciation for the
assistance and co-operation extended to the Company by the Banks/ Govt.
Authorities and other agencies. The Directors also thank all the
employees of the Company at every level for their valuable services and
continued support during the year.
For & on behalf of the Board
Place : New Delhi
Dated: 14th Nov., 2009
Bhupinder Kumar Kapil Sekhri
Chairman Director