Tinna Trade Ltd Directors Report.

Dear Shareholders,

Yours Directors have pleasure in presenting the Eleventh Annual Report on the business and operations of the Company and the Audited Statement of Accounts for the year ended 31st March, 2019.

RESULTS OF OPERATIONS AND STATE OF AFFAIRS STANDALONE

The Standalone Financial results of the company for the Financial Year 2018-19 are as follows:

(Amount in Rs in Lacs)

Statement of Profit and Loss March 31, 2019 March 31, 2018
Revenue from Operations 47789.53 45578.96
Other income 207.33 576.46
Total Income 47996.86 46,155.42
Expenses (other than interest, depreciation and Tax) 47080.26 45,164.25
Profit before Interest , Depreciation and Tax (EBITA) 916.6 991.17
Less: Interest and Finance Charges 540.03 837.21
Profit before depreciation 376.57 153.96
Less: Deprecation and amortization expenses 170.59 188.05
Profit /(loss) before tax 205.98 -34.09
Income tax expense 42.05 -7.12
Profit/ (loss) for the year 163.93 -26.96

During the year under review, the revenue of the company is Rs. 47,996.86 Lacs as against Rs. 46,155.42 Lacs in the previous Financial Year. The company has made profit before Tax of Rs. 205.98 Lacs as compared to loss of Rs. 34.09 Lacs during previous Financial Year. There is significant reduction in finance cost to Rs.540.03 Lacs as compared to Rs.837.21 Lacs in last year. There is a reduction of 35% in the finance cost as compared to last year. Total depreciation expense includes Rs. 128.00 lacs out of Rs. 642 Lacs on account of amortization of Goodwill arise during the course of demerger of the company from TRIL over the period of five years as per applicable accounting standards.

CONSOLIDATED

The Consolidated Financial results of the company for the Financial Year 2018-19 are as follows:

(Amount in Rs in Lacs)

Statement of Profit and Loss March 31, 2019 March 31, 2018
Revenue from Operations 48759.36 46407.37
Other income 233.87 596.09
Total Income 48993.23 47003.47
Expenses (other than interest, depreciation and Tax) 47820.25 45,764.58
Profit before Interest , Depreciation and Tax (EBITA) 1172.98 1238.89
Less: Interest and Finance Charges 659.54 976.25
Profit before depreciation 513.44 262.64
Less: Deprecation and amortization expenses 287.94 305.74
Profit /(loss) before tax 225.5 -43.10
Income tax expense 42.08 -7.12
Profit/ (loss) for the year 183.42 -35.98

During the year under review, the consolidated revenue of the company is Rs. 48993.23 Lacs as against Rs. 47003.47 Lacs in the previous Financial Year. The consolidated made profit before Tax is Rs. 225.49 Lacs as compared to loss of Rs. 43.10 Lacs during previous Financial Year. The consolidated finance cost has come down to Rs. 659.54 Lacs as compared to Rs. 976.25 Lacs during the previous financial year.

2. DIVIDEND

The Directors of the company do not recommend any dividend for the F.Y. 2018-2019.

3. TRANSFER TO RESERVES

The Company has not transferred any amount towards any reserves during the FY 2018-19.

4. CHANGE IN THE NATURE OF BUSINESS

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

5. FUTURE OUTLOOK

The government of India has a clear focus on growth of agriculture sector, especially to double the farmers income by 2022. The steps have already been taken by the govt. by significantly increasing the MSP of Rabi and Kharif crops as compared to the previous financial years. The production of the wheat in the country has crossed the mark of 100 million MT and the production of pulses has also crossed 22 Million MT. A good distribution network, having association with the processors/ trade channel, company expect to increase its presence in the sales and marketing of wheat and pulses to those areas.

Since Commodity prices are volatile in nature, the company has widened its portfolio by diversifying its business activities. The company has focus to develop the non Agri business to de-risk the business from dependence on Agri products and trading in other commodities such as Steel abrasives & Construction chemicals. Steel shots are distributed to many industries especially in automobile ancillaries. The construction chemicals are being used in the industry as an ingredient to be used by infra companies & cement industry etc.

The economy is growing at the rate of close to 7% per annum, which is increasing disposable income to the society at a large. It is increasing the spending power on the food as well. Since company is engaged in the trading and distribution of food grains, pulses and other feed products, there are many more opportunities to increase the business.

6. STATUS OF LISTING OF SECURITIES

The Company has entered into the Scheme of Arrangement (Demerger) with Tinna Rubber and Infrastructure Limited & the Scheme was approved by the Honble National Company Law Tribunal, New Delhi vide its Order dated 15th December, 2017. The said Order was filed with the Registrar of Companies, New Delhi on 22nd Jan, 2018.

Further, pursuant to the approved Scheme of Arrangement, the existing equity paid up share capital of Rs. 5,00,00,000/consisting of50,00,000 fully paid equity shares of Rs. 10/- per share was cancelled by the Company and the Company allotted fresh 8564750 fully paid equity shares of Face Value Rs. 10 each on 19.02.2018 to the shareholders of Tinna Rubber and Infrastructure Limited in the ratio of 1:1 existing as on record date i.e. 15.02.2018 and the same were to be listed. Further, as per the approved Scheme the Company has made application(s)/filed documents for listing of its 8564750 equity shares of Rs. 10/- per share at Bombay Stock Exchange (BSE), Calcutta Stock Exchange (CSE) and Ahmedabad Stock Exchange (ASE) and also filed/submitted application/documents with SEBI for necessary permission/approval.

In terms of the SEBI Order No. WTM/MPB/MRD/160/2018 dated 2nd April, 2018; the Ahmedabad Stock Exchange has exited and no more a stock exchange.

Further, SEBI vide its letter No. CFD/DIL-II/ADM/AV/AP/ 220647/1/2018 dated July, 23, 2018 conveyed its Relaxation of Rule 19(2) (b) of the Securities Contracts (Regulation) Rules, 1957 to the BSE, thereafter Company received trading approval/permission from Bombay Stock Exchange (BSE) on 17.08.2018 and from Calcutta Stock Exchange on 29.08.2019 after complying with the formalities as required by BSE and CSE. The trading of the shares of the Company has begun w.e.f. 20.08.2018 at BSE.

7. DETAILS OF SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANIES

The company has one subsidiary B.G.K. Infrastructure Developers Private Limited, holding 51.53% of the total equity shares as on 31st March, 2019. The company does not have any Joint Venture or associate company as on 31st March, 2019. Performance and financial position of the subsidiary company pursuant to section 129 (3) of the Companies Act, 2013 is annexed herewith as Annexure-A to the Board Report in form AOC-1.

Further there has been no material change in the nature of the business of the Subsidiary company. 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. Policy for determining material subsidiaries of the Company is available on the website of the Company www.tinnatrade.in.

8. RISK MANAGEMENT

Your Company believes that managing risks helps in maximizing returns. The Companys approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The Company has identified certain business risks and also put in place measures for dealing with such risks which it faces in day to day operation of the Company. The Company has devised and implemented a mechanism for risk management and has developed a Risk Management Policy and is available on the website of the Company www.tinnatrade.in. The risk management policy of the company aims at identifying, analyzing, assessing, mitigating, monitoring and governing any risk or potential threat in the achievement of strategic objectives ofthe company.

9. INTERNAL CONTROL SYSTEMS

The Company has internal audit system which reviews and ensures sustained effectiveness of internal control. It has defined procedures covering financial, operating and management functions. The internal audit is entrusted to M/SO.P. Bagla & Co. (Chartered Accountants).

The Board of directors and Audit Committee of the company actively reviews the internal audit report and ensures that the areas defined for internal audits are proper and adequate. On review of the internal audit observations, there are no adverse observations having material impact on the financials, commercial implications or non-compliances. The company has robust management Information system, which is integral part of control mechanism. The internal controls of the company have been designed to provide a reasonable assurance with regard to maintaining proper accounting control, monitoring of operations, protecting assets from losses due to unauthorized and improper use, due compliances with regulations and for ensuring reliability of financial reporting.

10.DEPOSITS

The company has not accepted any deposits from public and no amount of principal or interest on deposits from public was outstanding as on date of balance sheet. No disclosure or reporting is required related to the public deposits under Chapter V of the Companies Act, 2013 as there is no transaction during the year under report.

11.SHARE CAPITAL

There is no change in the Share capital of the company during the year under review. The companys paid up share capital remained at Rs. 8,56,47,500/- comprising of 8564750 fully paid equity shares of Rs. 10/- each.

A) Issue of equity shares with differential rights

The company has not issued any equity shares with differential rights during the year under report.

B) Issue of sweat equity shares

The company has not issued any sweat equity shares during the year under report.

C) Issue of employee stock options

The company has not issued any shares under employee stock options during the year under report.

D) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees

The company has not made any provision of money for purchase of its own shares by employees or by trustees for the benefit of employees during the year under report.

12. CORPORATE GOVERNANCE

Pursuant to Regulation 34 read with schedule V of the Listing Regulations, a Report on Corporate Governance together with Certificate from practicing company secretary confirming compliance is included in the Annual Report.

13. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis report on the operations of the company , as required under the SEBI (Listing Obligations and Disclosure Requirements), 2015 is provided in the Annual Report as Annexure-B to the Board Report.

14. DIRECTORS & KEY MANAGERIALPERSONNEL

A) Changes in Directors and Key Managerial Personnel

i) Appointment & Resignation

During the year under review

Mr. Vivek Kohli resigned as Non-Executive Independent director of the board effective from November 3, 2018 to pursue his other interests and commitments. The board places on record its sincere appreciation for the services rendered by him during his tenure.

Mr. Anish Mahajan resigned as chief financial official (CFO) effective from 6th April, 2019. Board places on record its deep appreciation for the services rendered by him.

Mr. Sachin Bhargava as joined the company as CFO effective from 09th April, 2019.

ii) Retirement by Rotation

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 Mr. Gaurav Sekhri (DIN- 00090676) will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers themselves for re-appointment. The Board recommends their re-appointment. Brief profile of Mr. Gaurav Sekhri has been given in the notice convening the Annual General Meeting.

B) Declaration by Independent Directors

The independent directors have submitted the declaration of Independence, as required pursuant to section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in sub section (6).

15. BOARD EVALUATION

The performance of the Board was evaluated by the entire Board after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. The performance of the Committees was evaluated after seeking inputs from the Committee members on the basis of criteria such as the composition of Committees, effectiveness of Committee meetings, etc .In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company after taking into account the views of Executive Directors and Non-Executive Directors, was evaluated. The Board and the NRC reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In the Board meeting that followed the meeting of the Independent Directors and meeting of the NRC, the performance of the Board, its Committees, and individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated

16. STATUTORY AUDITORS

M/s V R. Bansal & Associates, Chartered Accountants ( Firm Registration No.016534N) were appointed as statutory auditors of the company for a second term of Five years to hold office from the conclusion of AGM held on 28th September, 2018 till the conclusion of the Fifteenth AGM of the Company to be held in the year 2023 on such remuneration mutually agreed upon by the Board of directors and the statutory auditors.

17. AUDITORS REPORT

Auditors Report on the Standalone and consolidated Final Accounts of the Company is attached herewith. Auditors Report does not contain any reservation, qualification or adverse remark.

18. SECRETARIAL AUDIT

M/s Ajay Baroota & Associates, Practicing Company secretary (Certificate of Practice (CP) No.-3945), was appointed to conduct the secretarial audit of the company for the financial year 2018-19 as required under section 204 of the Companies Act, 2013 and rules thereunder. The Secretarial Audit Report for the FY 2018-19 forms part of Annual Report and is annexed herewith as Annexure-C to the Board Report.

There is no qualification, reservation or adverse remark in the report and the same is self-explanatory.

19. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

In terms of the provisions of Section 178(3) of the Act and Regulation 19 read with Part D of Schedule II to the Listing Regulations, the NRC is responsible for formulating the criteria for determining qualification, positive attributes and independence of a Director. The NRC is also responsible for recommending to the Board, a policy relating to the remuneration ofthe Directors, Key Managerial Personnel and other employees. In line with this requirement, the Board has adopted the Policy on Board Diversity and Director Attributes. The policy on Directors appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 is available on the website of the Company www.tinnatrade.in

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Related party transactions that were entered during the financial year were generally at arms length and in the ordinary course of the business. None of the transactions with any related parties were in conflict with the companys interest. All the transactions entered into with related parties were approved by Audit Committee. The company has formulated a policy on Related Party transactions and the same is uploaded on the Companys website www.tinnatrade.in. Disclosure of the related parties transactions as required under section 134 read with section 188 ofthe companies Act, 2013 is made in the Form AOC-2 as Annexure-D to the Board report.

21. DIRECTORS RESPONSIBILITY STATEMENT

The Directors Responsibility Statement referred to in clause

(c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that—

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are 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 and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

22. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT

There are no Material changes and commitments affecting Financial Position of the company between the end of financial year and date ofreport.

23. PARTICULARS OF EMPLOYEES:

The information required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and forms an integral part of this annual report and annexed as Annexure-E to the Board Report.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is also provided in the Annexure -E to the Board Report.

24. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board met 6 (Six) Times during the financial year. The intervening gap between the two meetings was within the period prescribed by the Companies Act, 2013. The details of the number of meetings ofthe Board held during the Financial Year 2018-19 forms part of the Corporate Governance Report.

25. AUDIT COMMITTEE

The audit committee of the company comprises of three Non-Executive independent Directors. Mr. Vivek Kohli, Mr. Ashish Madan & Ms. Sanvali Kaushik.

The Audit Committee of the Company is entrusted with the responsibility to supervise the Companys internal controls and financial reporting process. The members of the company has relevant knowledge and experience in financial matters. There are no recommendations of the audit committee, which have not been accepted by the board.

26.EXTRACT OF THE ANNUAL RETURN

Pursuant to Sections 92 & 134(3) ofthe Act and Rule 12 ofthe Companies (Management and Administration) Rules, 2014, the extract of Annual Return in Form MGT-9 is provided in Annexure-F to the Board Report

27. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior. The Company has a Whistle Blower Policy to report genuine concerns or grievances & to provide adequate safeguards against victimization of persons who may use such mechanism and the same is available at the website ofthe company www.tinnatrade.in.

28.PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The company has complied with the provisions of Section 186 of companies Act, 2013 in relation to Loan, Investment & Guarantee given by the company during the financial year. Loans, guarantees and investments covered under section 186 of the Companies Act, 2013 form part of the notes to the financial statements.

29. DISCLOSURE ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE DEALING:

(i) CONSERVATION OF ENERGY AND TECHNOLOGYABSORPTION

Provisions as regard to Conservation of Energy & Technology absorption are not applicable to the company.

(ii) FOREIGN EXCHANGE EARNINGS AND OUTGO

Details of foreign Exchange earnings and outgo:

(Rs. in lacs)

2018-19 2017-18
Foreign Exchange earnings (INR) 60.98 323.97
Foreign Exchange Outgo (INR) 3716.52 15804.97

30. COMMITTEES OF THE BOARD

The company has following committees as on 31st March, 2019:

1. Audit Committee,

2. Nomination and remuneration committee,

3. Stakeholders Relationship committee,

4. Corporate Social Responsibility Committee.

All the committees were constituted in compliance of the applicable provisions of Companies Act, 2013 and SEBI ((Listing obligations and disclosure Requirements) Regulations, 2015. The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report

31. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 135 of the Companies Act, 2013, Every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during the immediately preceding financial year is required to incur at least 2% of the average net profits of the preceding three financial years towards Corporate Social Responsibility (CSR).

We wish to inform you that as on last audit balance sheet dated 31st March, 2018, the company does not meet any of the threshold prescribed by law. Hence, the provisions of Companies Act, 2013 regarding CSR would not be applicable. Thus, report on CSR as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is not required.

However, the company has carried forward amount of Rs. 9,23,423/-(Rupees Nine Lacs Twenty Three thousand Four Hundred Twenty three only) form the previous financial years . The Company could not spent the remaining amount during the year under review due to losses and is planning & exploring the future opportunities. Thus, report on CSR as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is not required.

The committee members has reviewed & approved the CSR policy to spend the carried forward amount earmarked for CSR activities and has recommended to the Board. The corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The same is available on the website ofthe company www.tinnatrade.in

32. INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In order to prevent sexual harassment of women at work place a new Act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.

33. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

On an ongoing basis, as a part of Agenda of Board / Committee Meetings, presentations are regularly made to the Independent Directors on various matters inter-alia covering the Companys and its subsidiaries businesses and operations, industry and regulatory updates, strategy, finance, risk management framework, role, rights, responsibilities of the Independent Directors under various statutes and other relevant matters. The details of the training and familiarization Programme are provided in the Corporate Governance Report. The policy on Familiarization Programme for independent directors is available on website of the company www.tinnatrade.in.

34. DETAILS OF THE SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

The Scheme of Arrangement for demerger of Agro Commodity Trading & investment Undertaking (Demerged Undertaking) from Tinna Rubber and Infrastructure Limited (Demerged Company) into Tinna Trade Limited (Resulting Company) was approved by the Honble National Company Law Board Tribunal, New Delhi vide its order dated 15th December, 2017 (Scheme of Arrangement) and the company has received trading approval/permission from Bombay Stock Exchange (BSE) on 17.08.2018 and from Calcutta Stock Exchange on 29.08.2019. The trading of the shares of the Company has begun w.e.f. 20.08.2018 at BSE.

35. REPORTING OF FRAUDS

There was no instance of fraud during the year under review which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder

36. SECRETARIAL STANDARDS

The company complies with all applicable mandatory secretarial standards issued by the Institute of Company Secretaries of India

37. HUMAN RESOURCES MANAGEMENT

The Company takes pride in the commitment, competence and dedication of its employees in all areas of the business. The Company has a structured induction process and management development programs to upgrade skills of manager. Objective appraisal systems based on key result areas (KRAs) are in place for senior management staff.

Tinna believes in the potential of people to go beyond and be the game-changing force for business transformation and success. This potential is harnessed by fostering an open and inclusive work culture that enables breakthrough performance and comprehensive development of employees through the three pillars of Leading Self, Leading Teams and Leading Business.

38. ACKNOWLEDGMENT

Your Directors wish to place on record their appreciation, for the contribution made by the employees at all levels but for whose hard work, and support, your Companys achievements would not have been possible. Your Directors also wish to thank its customers, dealers, agents, suppliers, investors, regulatory authorities and bankers for their continued support and faith reposed in the Company. We look forward to their continued support in the future.

For & on Behalf of the Board of Directors Tinna Trade Limited
(Gaurav Sekhri) (Kapil Sekhri)
Managing Director Director
DIN-00090676 DIN-00090771
Regd. Off: No.6, Sultanpur, Mandi Road, Mehrauli, New Delhi-110030
Place: New Delhi
Dated: 06th August, 2019