Twin Roses Trades & Agencies Ltd Directors Report.

Dear Members,

Your Directors are pleased to present the Thirty-Fourth Annual Report and the Companys audited financial statements for the financial year ended 31st March, 2019.

Financial Results:

The Companys financial performance, for the year ended 31st March, 2019 is summarized below:

Particulars Current Year Previous Year
(Rs.) (Rs.)
(2018-19) (2017-18)
Income 19,98,121 19,80,738
Less: Expenses 13,99,602 22,83,893
Profit / (Loss) before Tax 5,98,519 (3,03,155)
Less: Tax Adjustments 4,80,000 5,10,382
Profit / (Loss) After Tax 1,18,519 (8,13,537)

Working and State of Companys Affairs:

During the year under review, your Company earned a net profit of Rs. 1,18,519/- after incurring necessary expenditure and providing for tax. Your Directors continue their efforts to improve the working of the Company.

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

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

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

Reserves:

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

Dividend:

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

Managements Discussion and Analysis Report:

Managements Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is as under:

Industry Structure, Developments, Opportunities and Outlook:

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

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

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

Some of the challenges that hinder progress of the general commodities sector are easy access to finance, availability of materials and delays in logistics leading to cost and time overruns. However, the Government has undertaken some key reforms that include stronger co-operation between the private and public sectors, enforcing of a unified legal framework, creation of better dispute resolution mechanisms and removing bottlenecks. As a part of the overall risk management strategy, the Company consistently insures its assets and generally follows a conservative financial profile by following prudent business practices.

Internal Controls:

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

• providing assurance regarding the effectiveness and efficiency of operations;

• efficient use and safeguarding of resources;

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

• transactions being accurately recorded and promptly reported.

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

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

Internal Financial Controls:

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The Company has in place adequate internal financial controls with reference to financial statements.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, control self - assessment as well as testing of the internal financial control systems by the Statutory Auditors and Internal Auditors during the course of their audits.

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

Risk Management:

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

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

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

Financial Performance and Operational Performance

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

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

Human Resource Development:

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

Disclosure of Accounting Treatment;

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

Significant changes in key financial ratios, along with detailed explanations:

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

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

Subsidiary, Associate and Joint Ventures:

The Company has no Subsidiary, Associate and Joint Venture companies.

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

The Company has no Subsidiary, Associate and Joint Venture Companies and therefore report on the highlights of performance of such companies and their contribution to overall performance of the Company is not given.

Policy for determination of material subsidiaries:

The Company has formulated a policy for determining material subsidiaries.

Secretarial Standards

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meeting of the Board of Directors and ‘General Meetings, respectively, have been duly followed by the Company.

Directors Responsibility Statement:

Your Directors state that:

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

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

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

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

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

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

Corporate Governance:

As per Regulation 15 of the Listing Regulations, the listed companies having paid up equity share capital and net worth on the last day of the previous financial year not exceeding rupees ten crores and rupees twenty five crores respectively, are exempted to comply with provisions relating to Corporate Governance.

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

Contracts and arrangements with Related Parties:

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

Directors and Key Managerial Personnel:

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

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

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

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

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

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

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

On the basis of the Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors, feedback was obtained from all the Directors by way of a structured questionnaire for the annual evaluation of the Board, its Committees and the individual directors covering, inter-alia, various aspects of their performance including composition and skills, Board dynamics, understanding of Companys operations, contribution at meetings and inter-personal skills. The responses received were evaluated by the Board.

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

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

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

Auditors and Auditors Report:

Statutory Auditors

M/s Priti V Mehta & Company, Chartered Accountants, were appointed as Auditors of the Company for term of 5 (five) consecutive years, at the Annual General Meeting held on 27th September, 2018. The Auditors have confirmed that they are not disqualified from continuing as auditors of the Company.

The Auditors Report does not contain any qualification, reservation or adverse remark or disclaimer.

Maintenance of Cost Records:

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

Secretarial Auditor:

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

Disclosures:

Corporate Social Responsibility:

The provisions of Section 135 of the Act are not applicable to Company and hence no committee is constituted and the Company has not spent any amount on Corporate Social Responsibility.

Audit Committee:

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

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

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

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

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

Nomination and Remuneration Committee:

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

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

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

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

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

Meetings of the Board:

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

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

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

Name of the Director

Attendance at meetings during 2018-19

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

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

Vigil Mechanism:

The Company has established a Vigil Mechanism / Whistle Blower Policy for Directors and employees to report genuine concerns or grievances including unethical behaviour, fraud or violation of the Companys Code of Conduct. The authority for the implementation of the policy rests with the Board of Directors. The Vigil Mechanism and Whistle Blower Policy may be accessed on the Companys website at HREF="http://www.trtal.org.in/">www.trtal.org.in .

Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and Rules made thereunder, the Company has formed Internal Complaints Committee to address complaints pertaining to sexual harassment in accordance with POSH Act. There were no cases/ complaints filed during the year, under the POSH Act.

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

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

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo:

A. Conservation of Energy:

i) Energy conservation measures taken: Not Applicable.

ii) Steps taken by the Company for utilising alternate sources of energy: Not Applicable.

iii) Capital investment on energy conservation equipments: Not Applicable.

B. Technology Absorption:

i) Major efforts made towards technology absorption: Not Applicable

ii) The benefits derived like product improvement, cost reduction, product development or import substitution: Not Applicable

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

iv) Expenditure incurred on research and development: Nil

C. Foreign Exchange Earnings and Outgo:

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

Extract of Annual Return:

Extract of Annual Return of the Company is annexed herewith as Annexure ‘III to this Report. As required under Section 134(3)(a) of the Act, the Annual Return is put up on the Companys website and can be accessed at HREF="http://www.trtal.com/">www.trtal.com .

Particulars of Employees and related disclosures:

The Company has not paid any remuneration attracting the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amendments thereof. Hence, no information is required to be appended to this report in this regard.

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

Net worth:

The net worth of the Company as on 31st March, 2019 was Rs.3,05,84,817/- (Rs. 3,04,66,298/-as on 31st March, 2018).

General:

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) to the employees of the Company under any scheme.

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

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Companys operations in future.

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

7. Appointment of a Cost Auditor

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

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

Acknowledgement:

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

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