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Directors Report of Tinna Rubber and Infrastructure Ltd.

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, 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

 
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