Twin Roses Trades & Agencies Ltd Directors Report.

Dear Members,

Your Directors are pleased to present the Thirty-first Annual Report and the Companys audited financial statements for the financial year ended March 31, 2016.

Financial Results:

The Companys financial performance, for the year ended March 31, 2016 is summarized below:

Particulars Current Year Previous Year
(Rs.) (2015-16) (Rs.) (2014-15)
Income 26,80,689 27,69,835
Less: Expenses 11,12,024 2,17,471
Profit / (Loss) before Tax 15,68,665 25,52,364
Less: Tax Adjustments 8,28,894 8,54,327
Profit / (Loss) After Tax 7,39,771 16,98,037

Working and State of Companys Affairs:

During the year under review, your Company earned net profit of Rs.7,39,771/- after incurring necessary expenditure and providing for tax. Your Directors continue their efforts to improve the working of the Company.

There is 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:

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

Reserves:

In order to conserve the resources, there is no transfer of profits to reserves during the year. Dividend:

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

Management Discussion and Analysis:

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 project completion 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 procedures are followed across all areas.

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

Internal Financial Controls:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

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. 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 decreased in comparison to the previous year. Due to increase in employee benefit and other expenses, the net profit of the Company has decreased in comparison to previous year.

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

Material developments in Human Resources / Industrial Relations front, including number of people employed:

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.

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. The policy may be accessed at the link www.trtal.org.in.

Directors Responsibility Statement:

Your Directors state that:

(a) in the preparation of the annual accounts for the year ended March 31, 2016, 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 March 31, 2016 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.

Contracts and arrangements with Related Parties:

Your Directors draw attention of the members to Note No. 16 to the financial statement which sets out related party disclosures pursuant to Accounting Standard 18 ("AS-18"). The transactions disclosed therein are in the ordinary course of business and are at an arms length basis. 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:

In accordance with the provisions of the Companies Act, 2013 ("the Act") and the Articles of Association of the Company, Shri Udaykumar Damani (DIN : 00094367), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

During the year under review, Shri Mukesh Shah, Chief Financial Officer resigned wef February 2, 2016 and Shri Rupin Patel was appointed in his place wef. February 2, 2016.

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 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (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 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:

M/s V. P. Mehta & Co., Chartered Accountants, who were appointed as Auditors of the Company at the Extra Ordinary General Meeting of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

The Board recommends their re-appointment as Auditors of the Company.

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

Secretarial Auditor:

The Board has appointed Ms. Rakhi Jethlia, a Practising Company Secretary, to conduct Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith marked as Annexure ‘IT 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 spend any amount on Corporate Social Responsibility.

Audit Committee:

The Audit Committee comprises Shri Udaykumar Damani (Chairman), Ms. Lopamudra Dixit, and Shri Rajeev Mittal as Independent Directors and Shri Hitesh Vora. Six meetings of the Committee were held during the year on May 28, 2015, July 29, 2015, October 29, 2015, January 29, 2016, February 2, 2016 and February 12, 2016.

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

Name of the Committee Member No. of meetings attended
Udaykumar Damani 6
Lopamudra Dixit 6
Rajeev Mittal 6
Hitesh Vora 6

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

Nomination and Remuneration Committee:

The Nomination and Remuneration Committee comprises Ms. Lopamudra Dixit (Chairperson), Shri Rajeev Mittal as Independent Director Shri Hitesh Vora and Shri Udaykumar Damani. Two meetings of the Nomination and Remuneration Committee were held on May 28, 2015 and February 12, 2016.

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

Name of the Committee Member No. of meetings attended
Lopamudra Dixit 2
Rajeev Mittal 2
Hitesh Vora 2
Udaykumar Damani 2

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

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 www.trtal.org.in.

Meetings of the Board:

Fifteen Board meetings were held during the year, as against the minimum requirement of four meetings.

The details of Board meetings held are given below:

Date Board Strength No. of Directors Present
April 30, 2015 5 5
May 8, 2015 5 5
May 12, 2015 5 5
Mav 28, 2015 5 5
July 29, 2015 5 5
September 4, 2015 5 5
September 26, 2015 5 5
September 28, 2015 5 5
October 29, 2015 5 5
January 12, 2016 5 5
January 29, 2016 5 5
February 2, 2016 5 5
February 12, 2016 5 5
March 18, 2016 5 5
March 31, 2016 5 5

Attendance of Directors at Board meetings, 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 2015-16

No. of Other Directorship(s) as on 31-03-2016
Board Meetings, Last AGM
Shri Hitesh Vora 15 Yes 9
Shri Joykrishna Dalia 15 Yes 8
Shri Udaykumar Damani 15 Yes Nil
Shri Rajeev Mittal 15 Yes 4
Ms. Lopamudra Dixit 15 Yes 1

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

Corporate Governance:

As per Regulation 15 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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. March 31, 2016 does not exceed rupees ten crores and rupees twenty five crores respectively, the Company is exempted from compliance of provisions relating to Corporate Governance.

Extract of Annual Return:

Extract of Annual Return of the Company is annexed herewith as Annexure ‘III to this Report. 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 March 31, 2016 was Rs. 3,16,76,223 (Rs. 3,09,36,452/-as on March 31, 2015).

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. 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. Please refer to notes in the financial statement for disclosures in this regard.

5. 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.

6. 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.

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

8. Re-appointment of Independent Director by passing a Special Resolution.

9. Appointment of a Cost Auditor.

10. 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.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Acknowledgement:

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

For and on behalf of the Board of Directors

Udaykumar Damani Hitesh Vora
Director Director
DIN: 00094367 DIN: 00288343
Place: Mumbai
Dated: August 30, 2016