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Notes to Accounts of Tinna Rubber and Infrastructure Ltd.

Mar 31, 2015

1. CORPORATE INFORMATION

Tinna Rubber And Infrastructure Limited (the company) was incorporated on 4th March 1987. The Company is listed on BSE Limited . The Company is primarily engaged in the conversion of used Tyres into Crumb Rubber and Steel wires obtained in the process. The company manufacture Crumb Rubber Modifier (CRM), Crumb Rubber Modfied Bitumen (CRMB), Polymer Modifed Bitumen (PMB), Bitumen Emulsion, Reclaimed Rubber/ Ultrafine Crumb Rubber compound, Cut Wire Shots etc. The products are primarily used for making / repair of road, tyres and auto part industry. The Company's manufacturing units are located at Panipat in Haryana, Wada in Maharashtra, Haldia in West Bengal, Gummidipundi in Tamil Nadu, Kalamb in Himachal Pradesh. The Company is also engaged in the activity of making holding & nurturing its investment in various businesses over the past years. The company has nurtured its investment in the business of Trading in Agro commodity and Agro warehousing, Construction Chemicals, Real Estate, Wine etc.

2. Terms/rights attached to equity shares

(i) The Company has only one class of equity shares having a par value of Rs.10/- per share. Each holder of Equity share is entitled to one vote per share. The Company declares and pays dividend in Indian rupees. A final dividend of Rs.2/- per share of Rs.10/- each (previous year Rs.1/- per share of Rs.10/- each) has been recommended by the Board subject to the approval of shareholders in the Annual General Meeting.

(ii) In the event of liquidation of the Company ,the holders of equity shares will be entitled to receive remaining assets of the Company after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

3. Forfeited Shares

Equity shares - - - -

In earlier year, the Company had forfeited 78,800 equity shares of Rs.10/- each in respect of which calls remained in arrears . Accordingly a sum of Rs.5,24,333/- being the amount originally paid up on shares forfeited and Rs.45,48,667/- being the amount of share premium on such shares were shown in share capital account and Capital reserve respectively in the financial year 2012-13. During the financial year 2013-14, the Company had reissued 78800 forfeited equity shares of Rs.10/- each at a premium of Rs.36/- per equity share to the existing share holders. Accordingly share capital had increased by Rs.7,88,000/-, share premium account by Rs.28,36,800/- and a sum of Rs.5,24,333/- being surplus on re-issue of, forfeited shares had been transferred to capital reserve.

A) Term Loan from Bank (Secured)

I. The Company has been sanctioned term loans from Syndicate Bank as under :-

a) Term loan of Rs.14,00,00,000/- for the purpose of setting of new machineries, buildings etc. for production of crumb rubber mainly for their own consumption.

b) Term loan of Rs.24,00,00,000/- for the expansion/capital expenditure programme at Panipat, Wada, Gummundipundi and Kala-amb divisions of the Company. As on the date of balance sheet, the bank has disbursed a sum of Rs.7,56,69,000/- during the current year out of the sanctioned amount.

4.. Primary security

The term loans are secured by way of first charge on the plant and machinery, furniture and fixture, generator, office equipments and computers and work in progress at Panipat, Wada, Haldia Chennai (Gummidipundi) and Kala-Amb plants of the Company and Unregistered equitable mortgage (UREM) of land and building at Wada, Chennai (Gummidipundi) and Kala-Amb plants of the Company.

Collateral securities

The term loans are further secured by way of equitable mortgage of land and building at:

i) Land and Building located at Refinery Road, Village Rajapur, Tehsil and District Panipat- 132103

ii) Land and Building located at Tirlokpur Road, Village Rampur Jattan, Industrial Estate ,Kala-Amb,Nahan District Sirmour (H.P)

iii) Farm House at No.6, Sultanpur, Mandi Road, Mehrauli, New Delhi- 110030.

iv) Land and Building located at Village Pali,Taluka Wada,District-Thane,Maharashtra

v) Land and Building located at No.17 Chithur Natham Village, Gummidipundi Taluk, Thiruvallur Dist, Tamilnadu Other Properties

i) Plant and Machinery, Furniture and Fixture, Generator, office equipment, computers and work in progress.

ii) Negative lien on the property in Delhi at Khasara No.-1020,1031& 1069, 1070, 1072 & 1072/1, Village Satbari Tehsil Saket, New Delhi.

5. Terms of Repayments:

a) Term loan of Rs.14,00,00,000/- :- Repayable in 53 monthly installments (52 Equal monthly installments ofRs. 34,73,536/- including interest starting from 30 June 2013 and one installment ofRs. 20,02,242/- )

b) Term loan of Rs.24,00,00,000/- :- Repayable in 72 equal monthly installments starting from 18th-Dec- 2015(i.e.twelve months from date of first disbursement).

V. There is no continuing default in the repayment of the term loans as on date of the balance sheet.

6. Buyer's Credit Facility from Bank

The Company has availed buyer's credit facility for purchase of capital goods amounting to Rs.2,76,56,918/- as on the date of balance sheet which is a sub limit facility to Term loan referred to above. Therefore the securities furnished are the same as mentioned for Term loans above. The buyer's credit facility is due for payment after 6 months from the date of availment with a rollover permissible for another six months and so on upto a maximum period of 3 years, subject to consent of the bankers. The Company has already disclosed its intent to avail the facility for 3 years and adequately represented to the bankers. The nature of this facility has therefore been treated as Long-term borrowings. The Company has also availed a buyer's credit for purchase of raw materials having an outstanding balance of Rs.2,82,14,292/- as on the date of balance sheet, which has been shown under Short-term borrowings since the Company intends to settle it on the due date i.e. within six months.

a) Interest accrued but not due on borrowings includes interest payable to director Rs. 2,15,275/- (previous year Rs. 2,57,978/-)

b) Investor Education and Protection Fund is being credited by the amount of unclaimed dividend after seven years from the due date. There is no amounts required to be transferred to Investor Education and Protection Fund as on the date of Balance sheet.

c) Security deposit in previous year is on account of premises given on rent to a wholly owned subsidiary Company.

d) Employees benefit expenses include payable to directors Rs.9,88,225/- (Previous year Rs.2,63,380/-)

e) The Company has made a provision of excise duty payable amounting to Rs. 72,32,323/-(Previous Year Rs.4,99,260/-) on stocks of finished goods except goods exempt from payment of excise duty. Excise duty is considered as an element of cost at the time of manufacturing of goods.

f) The income tax payable amounting to Rs.3,27,09,844/- pertaining to Assessment Year 2014-2015 (FY 2013-2014) has been deposited with the authorities subsequent to the date of Balance Sheet.

g) Other Statutory dues are in respect of TDS, TCS, PF, ESI, WCT and Professional tax payable.

h) Other payables are in respect of expenses payable, staff imprest, advances from customers and deposit against C- forms. Other liabilities includes due to :-

7. Provision for dividend(Proposed)

The Board of Directors have recommended a final dividend of Rs.2/-(Previous year Rs.1/-) per equity share Rs.10/- each. The payment of final dividend is subject to the approval of the shareholders in the ensuing Annual General Meeting of the Company.

(Amount in Rs.)

2014-15 2013-14 8. CONTINGENT LIABILITIES AND COMMITMENTS:

A Contingent liabilities(to the extent not provided for)

a) Claims/Suits filed against the Company not acknowledged as debts(Advance paid Rs.50,000/-) (Refer point (i)) 33,02,921 1,43,02,921

b) Bank guarantees obtained from banks: (Margin money Rs 2,03,39,000/- (previous year Rs.1,28,39,000/-) 14,59,74,074 11,44,04,592

c) Disputed tax liabilities in respect of pending cases before Appellate Authorities(Refer Point (ii)) 1,98,20,341 1,92,70,355

d) Surety given to sales tax department (Haryana) in favour of associate company (Refer point(iii)) 1,00,000 1,00,000

e) Corporate guarantees (Refer 73,65,00,000 53,55,00,000 point(iv))

f) Demand raised by Haryana State Industrial and Infrastructural Development Corporation Limited(HSIDC) (Refer point V) 3,73,26,794 3,73,26,794

g) Entry tax levied by the Government of West Bengal {net of provision of Rs Nil (Previous year Rs. 654,355/-)} 20,56,715 6,46,273

h) Custom duty saved on machinery imported under Zero duty EPCG Scheme (Export Promotion Capital Goods Scheme), for which company has undertaken export obligation worth six times of the duty saved. (Refer point vi) 94,85,589 -

NOTES:

I) a) Shri Vijay Kumar Sekhri (Ex-Director) and Anil Kumar Sekhri (Ex-Director) had filed suits before Hon'ble High Court Delhi for recovery towards remuneration from 01.09.2009 to 15.07.2011 together with interest 18% p.a which was dismissed by Hon'ble High Court Delhi vide order dated 12.02.2013.

Shri. Vijay Kumar Sekhri(Ex- Director) and Shri Anil Kumar Sekhri(Ex-Director) had filed Special Leave Petition (SLP) before the Hon'ble Supreme Court of India which was also dismissed by The Hon'ble Supreme Court vide order dated 16.01.2015 . - 1,12,50,000

b) Legal demand notice from Ex-employees 12,76,363 12,76,363 An Ex- Employee has raised a demand on account of Gratuity of Rs.6,34,656/- and other compensation of Rs.6,41,707/-.

The said claim is contested before the Regional Labour Commissioner(Central), Delhi.

c) Labour cases having principal amount of Rs. 2,50,00/- (excluding interest upto date of settlement) are pending before the Hon'ble High Court of Punjab and Haryana, Chandigarh. Further Company has filed labour Civil Writ Petitions in the Hon'ble High Court of Punjab and Haryana at Chandigarh against the cases filed by labour. 2,50,000

d) A claim has been filed against the Company by a supplier for recovery of which is pending before The VII Addl. City Civil Court, Chennai. 17,76,558 17,76,558

Total 33,02,921 1,43,02,921

ii) The various disputed tax liabilities are as under:

Description Court / Period to Disputed amount Authority which Rs. relates

a) Income Tax

The Tribunal deleted additions of High Court 2000-01 73,50,358 73,50,358 of Delhi Rs.1,90,91,831/- on account of disallowance of job work charges.

The Income Tax department has filed an appeal before the Hon'ble High court of Delhi.

The disputed tax liabilities in respect of various disallowance/ additions made by the A.O.& upheld by CIT Appeals. Income Tax 2005-06 69,07,696 69,07,696 Appellate Delhi Tribunal, to 2008-09

1,42,58,054 1,42,58,054

b) Service tax

Service Tax Liability (excluding interest and Penalty) on account of difference in interpretation about category of service in respect of Operation and Maintenance of Crumb Rubbber Modified Bitumen (CRMB) Plant at Indian Oil Corporation Limited at Mathura. Central 01.04.to 50,12,301 50,12,301 Excise & 2008 Service Tax 30.06.2012 Appellate Tribunal, Delhi

c) Excise Duty

Excise Duty Liability (excluding interest and Penalty) on account of differential duty on the intermediate goods transferred from Silvassa unit to Kalamb for use in production. Commiss- 01.04. 5,49,986 - ioner 2010 (Appeals) to Vapi 31.03. 2012

1,98,20,341 1,92,70,355

Based on the opinion of the legal advisors, the Company does not expect any liability, hence no provision has been made.

Besides the above various show cause notices have been received from Excise/Service tax department which have not been treated as contingent liabilities, since the Company has adequately represented to the concerned authorities.

iii) The Company has given surety bond for Rs1,00,000/- under Haryana VAT Act, 2003 and CST Act, 1956 in favour of Fratelli Wines Private Limited, an associate company.

iv) The corporate guarantees given by the Company are as under:-

Purpose 2014-2015 2013-2014 a) The Company has extended corporate For working 7,00,00,000 5,00,00,000 gurantee for credit capital limits facility taken by TP Buildtech Private Limited (Associate company) from Syndicate Bank.

The Company has extended 2nd charge (UREM) on land measuring 13500 sq. metres situated at Gult No 113/2 and 114/2 Village Pali Taluka Wada, District Thane- Maharashtra towards credit facility sanctioned to TP Buildtech Private Limited.

b) The Company has extended corporate For Term 15,65,00,000 15,65,00,000 gurantee for credit loan facility facility taken by BGK Infrastructure Developers Private Limited (associate company) from IcICI Bank Limited.

c) The Company has extended corporate For working 30,00,00,000 32,90,00,000 gurantee for credit capital limits facility taken by Tinna Trade Private Limited (subsidiary company) from Syndicate Bank.

d) The Company has given corporate gurantee For working 20,00,00,000 - for credit facility capital limits taken by Tinna Trade Private Limited (subsidiary company) from ICICI Bank Limited.

e) The Company has given corporate gurantee For working 1,00,00,000 - for credit facility capital limits taken by Fratelli Wines Private Limited, an associate company from Syndicate Bank.

Total 73,65,00,000 53,55,00,000

v) The Company had set up a plant at Panipat, Haryana on land measuring 34 kanals, 8 marlas. The land was notified as a part of Industrial area by Haryana State Industrial and Infrastructural Development Corporation Limited (HSIIDC) in the year 2006-07. In terms of applicable Government laws, the company filed an objection with the authority and land measuring 20 kanals and 12 marlas was released by HSIIDC which continues to be in possession of the company till date. However, HSIIDC has erroneously served a demand of Rs. 3,73,26,794/- for allotment of above land. The company has filed a writ petition in the High Court of Punjab and Haryana against demand served by HSIIDC and release and restoration of entire land.

vi) The Company is under obligation to export goods within the period of 5 years from the date of issue of EPCG licences issued in terms of Chapter 5 of the Foreign Trade Policy 2009-14 (Re: 2013). As on date of Balance Sheet, the Company is under obligation to export goods worth Rs. 5,69,13,534. (previous year Rs. NIL) within the stipulated time as specified in the respective licences. Till the year end Company has not fulfilled any export obligation.

9. Commitments:

Estimated amount of capital contracts remaining to be executed and not provided for(net of advances Rs. 2,97,16,092/- ( P.Y. Rs.74,20,398) 6,52,98,918 1,90,13,389

10. OTHERS NOTES ON ACCOUNTS

1 a) In the opinion of the Board, assets other than fixed assets and non-current investments have a value on realization in the ordinary course of business at least equal to the amount at which they are stated.

b) Balance of trade payables, other current liabilities, long and short term advances, other non-current and current assets and trade receivables are subject to reconciliation and confirmations.

2 Prior Period Items

The Company has recognised a sum of Rs. 1,45,87,629/- on account of depreciation pertaining to the period from 05/07/2009 to 31/03/2014 in respect of Plant and Machinery located at Mangalore Refinery and Petrolchemicals Limited (MRPL). In terms of work order, the same has been transferred to Mangalore Refinery and Petrolchemicals Limited (MRPL) at a nominal value of Rs.1/- in the current year.In the earlier years, the Company provided depreciation as per the prescribed rates under Schedule XIV of the Companies Act, 1956 and not as per the tenure of the work order because actual quantity processed was less than the projected quantity in work order. Therefore, depreciation charge of Rs.1,45,87,629/- has been treated as a prior period item in accordance with AS-5 " Net profit or loss for the period, prior period items and change in accounting policies and treated accordingly in the statement of profit and loss.

3 DEPRECIATION

(a) Till 31st March 2014, depreciation was being provided on straight line method as per the rates prescribed in Schedule XIV of the Companies Act, 1956.Schedule XIV has been replaced by the Schedule II of the Companies Act, 2013 and the depreciation has been charged on straight line method on the basis of useful life of the assets in the manner as prescribed in the Schedule II of the Companies Act, 2013.

(b) Till 31st March, 2014, the assets for a value not exceeding Rs. 5000/- were written off in the year of purchase as per Schedule XIV of the Companies Act, 1956. Schedule II of the Companies Act, 2013 does not recognize such a practice. The depreciation on assets for a value not exceeding Rs. 5000/- has been provided on the basis of their useful lives in the manner as prescribed in the Schedule II of the Companies Act, 2013.

11. Interest and other borrowing costs amounting to Rs. 80,79,632/- (previous year Rs. 47,72,140/-) have been capitalized to the carrying cost of fixed assets being financing costs directly attributable to the aqusition, construction or installation of the concerned qualifying assets till the date of its commercial use, in accordance with Accounting Standard 16 "Borrowing Costs" (specified under section 133 of the Companies Act, 2013, read with Rule 7 of Companies (Accounts) Rules, 2014).

12. Segment Information:

The Company is mainly engaged in the business of Crumb Rubber,Crumb Rubber Modifier , Modified Bitumen, Emulsion Bitumen, Reclaim Rubber/Ultrafine Crumb Rubber, Cut wire shots etc and the nature of the products, production process and methods used to distribute the product are similar.lt also operates in other non-reportable segments of Investment in companies engaged in Trading of Agro commodity and Agro warehousing, Constructions Chemicals, Real Estate, Wine etc. Therefore there are no separate reportable segments as per the Accounting Standard(AS-17)" Segment Reporting" (specified under section 133 of the Companies Act 2013, read with Rule 7 of Companies (Accounts) Rules, 2014).The Company is primarily operating in India which is considered as a single geographical segment.

13. Related Party Disclosures

The related parties as per the terms of Accounting Standard (AS-18), " Related Party Disclosures" , (specified under section 133 of the Companies Act, 2013, read with Rule 7 of Companies (Accounts) Rules, 2014) are discussed below:-

(A) Names of related parties where control exists and description of relationship :

(i) Subsidiary Companies

Tinna Trade Private Limited (w.e.f 09/05/2013) B.G.K. Infrastructure Developers Private Limited (through Tinna Trade Private Limited)

(ii) Associate Companies

BGNS Infratech Private Limited (w.e.f. 31/05//2013)

T P Builtech Private Limited (w.e.f. 05/04/2013)

(ii) Enterprises in which KMP and relatives of such persons exercise significant influence.(related parties with whom transaction have taken place)

Fratelli Wines Private Limited

Gee Ess Pee Land Developers Private Limited

S.S.Horticulture Private Limited

Chinmin Developers Private Limited

Guru Infratech Private Limited

Green Range Farms Private Limited

B S Farms & Properties P Limited

Kriti Estates Private Limited

Shivratna Agro Products Private Limited

(iii) Key Management personnel

Shri Bhupinder Kumar Sekhri Shri Kapil Sekhri (upto 28/05/2014)

Smt. Shobha Sekhri (w.e.f 18/12/2014)

Mr. Ravindra Chhabra (CFO)

Mr. YP Bansal (CS) (w.e.f 16/04/2015) Mr.Raghubansh Mani (CS) (up to 31/03/2015)

(iv) Relatives of key management personnel

Shri Gaurav Sekhri

Smt. Shobha Sekhri (upto 17/12/2014)

Smt. Aarti Sekhri Smt. Puja Sekhri

Shri Kapil Sekhri (w.e.f. 29/05/2014)

14. Accounting for leases has been done in accordance with Accounting Standard-19 (specified under section 133 of the Companies Act, 2013, read with Rule 7 of Companies (Accounts) Rules, 2014) as discussed below:- The details of lease transactions are as under:- Operating Lease:

i) The company has entered into operating leases for factory buildings and lands that are renewable on a periodic basis and cancelable at company's option. The company has not entered into sub-lease agreements in respect ofthese leases.

15. Corporate Social Responsibility

As per the provisions of section 135 of the Companies Act, 2013, the Company has to provide at least 2% of average net profits of the preceding three financial years towards Corporate Social Responsibility ("CSR").On the basis of eligibility criteria, the Company is not covered under the CSR guidelines and therefore the provision towards the same has not been made.

16. Subsequent to the date of Balance Sheet, on 19/04/2015 , there was a fire at Company's factory unit situated at Dighasipur, Mouza , Purba Medinipur(West Bengal) being plot nos 2693, 2694, 2696, 2697 and 2705 connected with NH-41.Part of Inventory of Raw material , Finished Goods, Stock in process, Plant and Machinery, accessories, Building, Furniture and other factory equipment were damaged in the fire. The company is in the process of lodgment of insurance claim with the insurance company after providing for the salvage value for the above damage.The Company is confined to receive full claim in respect of the damage.

17. During the year, 45,31,800 equity shares Rs. 10/- each of M/s BGK Infrastructure Developers Private Limited have been transferred to Tinna Trade Private Limited at an aggregate consideration of Rs. 6,18,59,070/-. Subsequently BGK Infrastructure Developers Private Limited has became a subsidiary company through Tinna Trade Private Limited.(Being a wholly owned subsidiary Company)

Out of the above shares, 23,98,818 equity shares of Rs. 10/- each are yet to be transferred in the name of Tinna Trade Private Limited pending receipt of final No Objection Certificate (NOC) from ICICI Bank Ltd, New Delhi to whom these shares are pledged as a part of Non- disposal -undertaking.However in principal approval for the same has been received from ICICI Bank on February 19,2015 vide their letter no.ICDL/SMEAG/2014-15/1984.

18. The Company has invested a sum of Rs.11,00,750/- in Keerthi International Agro Private Limited towards 11,000 equity shares of Rs.100/- each holding 29% stake in the investee company. The Company by itself or through its Directors does not have any significant influence over the the controls and affairs of the investee Company. Therefore the said investee company has not been treated as Associates in terms of AS-23 Accounting for Investment in Associates in Consolidated Financial Statements (specified under section 133 of the Companies Act, 2013, read with Rule 7 of Companies (Accounts) Rules, 2014

19. The Company has recognised MAT credit as an asset on the basis of the consideration of prudence. The same has been shown under the head "Long term Loans and Advances" since there being a convincing, evidence of realisation of the asset in the specified period. Accordingly the Company has recognised MAT credit entitlement amounting to Rs. 4,81,80,104/-as on the date of Balance Sheet. A sum of Rs.1,16,50,195/- has been utilised against the MAT credit entitlement during the current year.

20. The Company has entered into an agreement on 25.02.2010 with Riveria Builder Private Limited and Viki Housing Development Private Limited for sale of 89,993 equity shares of Rs. 100/- each of Gautam Overseas Limited for Rs.90,00,000. The Company has received the sales consideration of Rs. 90,00,000/- in the F.Y 2009-10 which has been duly accounted for. The Company Law Board has vide order dated 28.06.2010 restrained the Company for transfer of said shares, which has been upheld by the Hon'ble High Court of Delhi. The Company has filed a Special Leave Petition (SLP) before the Hon'ble Supreme Court of India.

21. The Company had entered into joint venture agreement dated June 30, 2009 with Viterra Asia Pte Limited, Singapore to carry on business relating to agricultural products and formed a joint venture company. The extraordinary income of Rs.19,17,05,292/- in the previous year represents the amount received from Viterra Asia Pte Limited Singapore as per Share Transfer & Release Agreement dated May 9, 2013 on release of parties from the obligations and terms & conditions of the joint venture agreement dated June 30, 2009.

22. The Company has paid under protest, countervailing duty (CVD) of Rs. 151,58,373 (Previous year Rs 40,61,221) on import of old used tyres scrap for manufacturing of Crumb Rubber. The Company has contested the levy of countervailing duty(CVD) and filed appeal for refund of duty before of Commissioner of appeals (Custom) of various states under which the Jurisdiction lies. The Commissioner Customs (Chennai) and Ghaziabad have rejected the appeal and the company has filed appeals before The Customs, Excise & Service Tax Appellate Tribunal Chennai & New Delhi, The company has also filed Writ Petitions with the High Court of Delhi and the matter is under consideration .Pending the final outcome of legal proceedings,the deposit of CVD Rs.1,51,58,373/- has been treated as deposit under protest under other current assets in the financial statements.

23. The company has purchased land at Delhi to carry on the activities of development of land, construction of houses, apartments etc . The process of mutation of land, the land use conversion from agricultural to other use is yet to be done in accordance with the applicable Laws. In the view of the same is classified as non- current assets in the financial statements.

24. In accordance with Accounting Standard- 28, "Impairment of Assets", (specified under section 133 of the Companies Act, 2013, read with Rule 7 of Companies (Accounts) Rules, 2014), the Company has assessed the potential generation of economic benefits from its business units as on the balance sheet date is of the view that assets employed in continuing business are capable of generating adequate returns over their useful lives in the usual course of business; there is no indication to the contrary and accordingly, the management is of the view that no impairment provision is called for in these accounts.

25. Figures of the previous year have been regrouped /reclassified /rearranged wherever necessary, to make them comparable with current year figures.


Mar 31, 2014

1. CORPORATE INFORMATION

Tinna Rubber And Infrastructure Limited (the company) was incorporated on 4th March 1987. The Company is primarily engaged in the business of manufacturing of Crumb Rubber, Crumb Rubber Modifier (CRM), Crumb Rubber Modfied Bitumen (CRMB), Polymer Modifed Bitumen (PMB), and Bitumen Emulsion. The products are primarily used for making / repair of road.

(Amount in Rs.)

2013-14 20112-13

2. CONTINGENT LIABILITIES AND COMMITMENTS

A. Contingent liabilities(to the extent not provided for)

a) Claims/Suits filed against the Company not acknowledged 1,43,02,921/- 1,43,02,921/- as debts (Advance paid Rs.50,000/-) (Refer point (i))

b) Bank guarantees opened with banks: (Margin money Rs.1,28,39,000/- (Previous Year Rs.1,35,39,000/-) 11,44,04,592/- 11,35,17,161/-

c) Foreign letter of credits opened with Bank (USD $) Nil/- 80,36,563/-

d) Disputed tax liabilities in respect of pending cases before 1,92,70,355/- 1,42,58,054/-

Appellate Authorities(Refer Point (ii))

e) Surety given to sales tax department (Haryana) in favour 1,00,000/- 1,00,000/- of associate company (Refer point(iii))

f) Corporate gurantee(Refer point(iv)) 53,55,00,000/- Nil/-

g) Demand raised by Haryana State Industrial and Infrastructural 3,73,26,794/- 3,73,26,794/-

Development Corporation Limited(HSIDC) (Refer point V)

h) Entry tax levied by the Government of West Bengal 6,46,273/- 2,75,130/- {net of provision of Rs.654355/- (previous year Rs. 575735)}

NOTES:

i) a) Shri Vijay Kumar Sekhri (Ex-Director) and Anil Kumar Sekhri (Ex-Director) have filed suits before Hon''ble

High Court Delhi for recovery Rs. 11250000/- towards remuneration from 01.09.2009 to 15.07.2011 together with interest 18% p.a which has been dismissed by Hon''ble High Court Delhi vide order dated 12.02.2013. The said Shri. Vijay Kumar Sekhri(Ex-Director) and Shri Anil Kumar Sekhri(Ex-Director) have filed Special Leave Petition (SLP) before the Hon''ble Supreme Court of India. b) A claim has been filed against the Company by a supplier for recovery of Rs.17,76,558/- which is pending before the VII Addl. City Civil Court, Chennai.

Based on the opinion of the legal advisor, the Company does not expect any liabilities hence no provision has been made.

Besides the above various show cause notices have been received from Excise/Service tax department which have not been treated as contingent liabilities, since the Company has adequately represented to the concerned authorities.

iii) The Company has given surety bond for Rs1,00,000/- under Haryana VAT Act, 2003 and CST Act, 1956 in favour of Fratelli Wines Private Limited, an associate company.

iv) The corporate gurantees given by the Company are as under:-

a) The Company has extended the corporate gurantee for credit facility of Rs.5,00,00,000/- taken by TP Buildtech Private Limited(associate company) from Syndicate Bank. The Company has extended 2nd charge (UREM) on land measuring 13500 sq. metres situated at Gult No 113/2 and 114/2 Village Pali Taluka Wada, District Thane- Maharashtra towards credit facility sanctioned to TP Buildtech Private Limited.

b) The Company has extended corporate gurantee for credit facility of Rs.15,65,00,000/- taken by BGK Infrastructure Developers Private Limited(associate company) from ICICI Bank Limited.

c) The Company has extended the corporate gurantee for credit facility of Rs.32,90,00,000/- taken by Tinna Trade Private Limited(subsidiary company) from Syndicate Bank.

v) The Company had set up a plant at Panipat, Haryana on land measuring 34 kanals, 8 marlas. The land was notified as a part of Industrial area by Haryana State Industrial and Infrastructural Development Corporation Limited (HSIIDC) in the year 2006-07. In terms of applicable Government laws, the company filed an objection with the authority and land measuring 20 kanals and 12 marlas was released by HSIIDC which continues to be in possession of the company till date. However, HSIIDC has erroneously served a demand of Rs. 37326794/- for allotment of above land. The company has filed a writ petition in the High Court of Punjab and Haryana against demand served by HSIIDC and release and restoration of entire land.

B. Commitments:

Estimated amount of capital contracts remaining to be executed 1,90,13,389/- 1,92,18,308/- and not provided for(net of advances)

3. OTHERS NOTES ON ACCOUNTS

1. a) In the opinion of the Board, assets other than fixed assets and non-current investments have a value on realization in the ordinary course of business at least equal to the amount at which they are stated.

b) Balance of trade payable, other current liabilities, long and short term advances, other non-current and current assets and trade receivable are subject to reconciliation and confirmations.

(A) Gratuity

The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognizes each period of services as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

NOTES:

The estimates of rate is escalation in salary''s considered in actuarial valuation and other factors such as inflation seniority, promotion and other relevant factors including supply and demand in the employment market have been taken into account. The above information is certified by the actuary.

(B) Leave Encashment

The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognizes each period of services as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

NOTES:

a) The estimates of rate is escalation in salary''s considered in actuarial valuation and other factors such as inflation seniority, promotion and other relevant factors including supply and demand in the employment market have been taken into account. The above information is certified by the actuary.

b) Since the liability is not funded ,thereby information with regard to the plan assets has not been furnished.The estimates of rate of escalation in salary considered in actuarial valuation after taking in to account inflation seniority,promotion and other relevant factors including supply and demand in the employment market. The expected rate of plan assets is determined considering several applicable factors,mainly the composition of plan assets held, assessed risks, historical results of return on plan assets and the Company''s policy for the plan assets management.

4. Segment Information:

The Company is mainly engaged in the business of Crumb Rubber,Crumb Rubber Modifier , Modified Bitumen, Emulsion Bitumen and there is no separate reportable segment as per the Accounting Standard(AS-17)" Segment Reporting" as notified under the Companies (Accounting Standards) Rules, 2006 (as amended).

5. Related Party Disclosure

The related parties as per the terms of Accounting Standard (AS-18), " Related Party Disclosures" , notified under the Companies (Accounting Standards) Rules,2006 (as amended) are disclosed below:-

(A) Names of related parties and description of relationship :

(i) Subsidiary Companies

Tinna Trade Private Limited (w.e.f 09/05/2013)

B.G.K. Infrastructure Developers Private Limited (upto 29/10/2013)

(ii) Associate Companies

B.G.K. Infrastructure Developers Private Limited (w.e.f 30/10/2013)

BGNS Infratech Private Limited (w.e.f. 31/05//2013)

T P Builtech Private Limited (w.e.f. 05/04/2013)

(iii) Enterprises in which KMP and relatives of such person exercise significant influence.

Fratelli Wines Private Limited

Pratham Road Technologies and Construction Limited Bee Pee Farms and Properties Private Limited Bee Gee Ess Farms & Properties private Limited Spaceage Technical services Private Limited Shankar Ratna Agro Farm Privarte Limited Shivratna Agro Products Private Limited

Gee Ess Pee Land Developers Private Limited

S.S.Horticulture Private Limited

Shiv Ratna Multilayers Private Limited

Nova Infratech Limited

Chinmin Developers Private Limited

Guru Infratech Private Limited

BGK Commodities Private Limited

Arnav Estate Private Limited

Panjawani Properties Private Limited

Puja Infratech Private Limited

Green Range Farms Private Limited

(iv) Key Management personnel

Shri Bhupinder Kumar Sekhri Shri Kapil Sekhri

(v) Relatives of key management personnel

Shri Gaurav Sekhri Smt. Shobha Sekhri Smt. Aarti Sekhri Smt. Puja Sekhri

6. Accounting for leases has been done in accordance with Accounting Standard-19 notified by the Companies (Accounting Standard) Rules, 2006 (as amended)

The details of lease transactions are as under:- Operating Lease:

i) The company has entered into operating leases for factory buildings and lands that are renewable on a periodic basis and cancelable at company''s option. The company has not entered into sub-lease agreements in respect of these leases.

7. Interest and other borrowing costs amounting to Rs. 47,72,140/- (previous year Rs. 94,82,612/-) have been capitalized to the carrying cost of fixed assets being financing costs directly attributable to the aqusition, construction or installation of the concerned qualifying assets till the date of its commercial use, in accordance with accounting standard 16 "Borrowing Costs" notified by the Companies (Accounting Standards) Rules, 2006 (as amended).

8. B.G.K. Infrastructure Developers Private Limited has ceased to be the subsidiary of the Company w.e.f. 28/10/ 2013. The Company has entered into ''Shares Subscription Agreement'' with ''Insurexcellence Advisors Private Limited'' and ''Slam Stock Holdings Limited'' (collectively referred to as the ''Investors'') and BGK Infrastructure Developers Private Limited'' (referred to as the ''Existing Shareholder'') on 11th Day of April, 2013. As per the agreements, the investors have invested in the equity capital of the Company to the extent of 50% (fifty) of the paid up equity share capital post such investment and nominated 2 (two) non-rotational Directors on the Board of the Company. With effect from 29th day of October 2013 M/s B.G.K. Infrastructure Developers Private Limited has become an associate company and has been treated in accordance with AS-23 "Accounting for Investment in Associate Company" issued by the Institute of Chartered Accountants of India.

9. Tinna Viterra Trade Private Limited having 40% share holding during the previous year(2012-13) has ceased to be a Joint Venture Company in terms of Share Transfer and Release Agreement entered into on 9th of May 2013 with Viterra Asia Private Limited. As per the agreement the Company has aquired the remaining 60% of Tinna Viterra Trade Private Limited and hence the said Company has become 100% subsidiary of the Company with effect from 09/05/2013.

10. The Company has acquired 721875/- equity shares of BGNS Infratech Private Limited on 31.05.2013. Therefore from the said date BGNS Infratech Private Limited become an associate company and has been treated in accordance with AS-23 "Accounting for Investment in Associate Company" issued by the Institute of Chartered Accountants of India.

11. The Company has acquired 1990000/- equity shares of TP Buildtech Private Limited on 5.04.2013. Therefore from the said date TP Buildtech Private Limited become an associate company and has been treated in accordance with AS-23 "Accounting for Investment in Associate Company" issued by the Institute of Chartered Accountants of India.

12. The Company has invested a sum of Rs.11,00,750/- in Keerthi International Agro Private Limited towards 11,000 equity shares of Rs.100 each i.e 29% holding in the investee company. .The Company by itself or through its Directors does not have any significant influence over the the controls and affairs of the investee Company. Therefore the said investee company has not been treated as associates in terms of AS-23 Accounting for Investment in Associates in Consolidated Financial Statements as notified by the Companies (Accounting Standard) Rules, 2006 (as amended).

13. During the year the Company has recognised MAT credit as an asset on the basis of the consideration of prudence. The same has been shown under the head "Long term Loans and Advances" since there being a convincing, evidence of realisation of the asset in the specified period. Accordingly the Company has recognised MAT credit entitlement as on the date of Balance sheet amounting to Rs. 5,77,52,518/-.

14. The Company has entered into an agreement on 25.02.2010 with Riveria Builder Private Limited and Viki Housing Development Private Limited for sale of 89,993 equity shares of Rs. 100/- each of Gautam Overseas Limited for Rs.90,00,000. The Company has received the sales consideration of Rs. 90,00,000/- in the F.Y 2009-10 which has been duly accounted for. The Company Law Board has vide order dated 28.06.2010 restrained the Company for transfer of said shares, which has been upheld by the Hon''ble High Court of Delhi. The Company has filed a Special Leave Petition (SLP) before the Hon''ble Supreme Court of India.

15. The Company had entered into joint venture aggrement dated June 30, 2009 with Viterra Asia Pte Limited, Singapore to carry on business relating to agricultural products and formed a joint venture company. The extraordinary income of Rs.19,17,05,292/- (net of expenses Rs.23,12,330/- and reimbursement Rs.1,07,51,978/-to Tinna

Trade Private Limited) represents the amount received from Viterra Asia Pte Limited Singapore as per Share Transfer & Release Aggrement dated May 9, 2013 on release of parties from the obligations and terms & conditions of the joint venture aggrement dated June 30, 2009. The said Extraordinary Income has been treated as capital receipt. However, the provision for MAT u/s 115JB of the Income Tax Act, 1961 has been made on the said income.

16. The Company has paid under protest, countervailing duty (CVD) of Rs 40,61,221/- on import of old used tyres scrap for manufacturing of crumb rubber(CRMB). The same has been treated as refundable. An appeal has been filed before the Commissioner of Customs (Appeals) Chennai and Commissioner of Customs (Appeals) Ghaziabad for Rs. 318910/- and Rs. 1111597/- respectively, supporting the claim of the company which is pending before the authority.

17. The company has purchased land at Delhi during the year to carry on the activities of development of land, construction of houses, apartments etc . The process of mutation of land, the land use conversion from agricultural to other use is yet to be done in accordance with the applicable Laws. In the view of the same is classified as non- current assets.

18. The Company has given 1,131 square meter of land on lease at Rs.1/- per month to T.P Buildtech Private Limited an associate Company with effect from 01/04/2013 vide agreement dated 29.12.2012 and addendum to the agreement. The same has been given on account of commercial expediency.

19. In accordance with Accounting Standard- 28, "Impairment of Assets", notified under the Companies (Accounting Standard) Rules, 2006 (as amended), the Company has assessed the potential generation of economic benefits from its business units as on the balance sheet date is of the view that assets employed in continuing business are capable of generating adequate returns over their useful lives in the usual course of business; there is no indication to the contrary and accordingly, the management is of the view that no impairment provision is called for in these accounts.on of economic benefits from its business units as on the balance sheet date is of the view that assets employed in continuing business are capable of generating adequate returns over their useful lives in the usual course of business; there is no indication to the contrary and accordingly, the management is of the view that no impairment provision is called for in these accounts.

20. The Company has not declared any dividend during the previous year hence no remittance in foreign currency has been made.

21. Figures of the previous year have been regrouped /reclassified /rearranged wherever necessary, to make them comparable with current year figures.


Mar 31, 2013

1. CORPORATE INFORMATION

Tinna Rubber And Infrastructure Limited (the company) was incorporated on 4th March 1987. The Company is primarily engaged in the business of manufacturing of Crumb Rubber, Crumb Rubber Modifier (CRM), Crumb Rubber Modified Bitumen (CRMB), Polymer Modified Bitumen (PMB), and Bitumen Emulsion. The products are primarily used for making / repair of road.

2. OTHERS NOTES ON ACCOUNTS

1. a) In the opinion of the Board, any of the assets other than fixed assets and non-current investments have a value on realization in the ordinary course of business at least equal to the amount at which they are stated.

b) Balance of Trade Payable, other current liabilities, long and short term advances, other non-current and current assets and trade receivable are subject to reconciliation and confirmations.

2. Disclosures pursuant to Accounting Standard 15, ''Employee Benefits'' (Revised) notified under the Companies (Accounting Standards) Rules 2006(as amended), are given below:

Defined Contribution Plan

Contribution to Defined Contribution Plan, recognised during the year are as under:-

3. Segment Information:

The Company is mainly engaged in the business of Crumb Rubber, Crumb Rubber Modifier , Modified Bitumen, Emulsion Bitumen and there is no separate reportable segment as per the Accounting Standard(AS-17)" Segment Reporting" as notified under the Companies (Accounting Standards) Rules, 2006 (as amended).

4. Related Party Disclosure

The related parties as per the terms of Accounting Standard (AS-18)," Related Party Disclosures", notified under the Companies (Accounting Standards) Rules,2006 (as amended) are disclosed below:-

(A) Names of related parties and description of relationship :

(i) Related parties where control exists :- Subsidiary Companies

BGK Infrastructure Developers Private Limited

(ii) Enterprises in which directors exercise significant influence.

Fratelli Wines Private Limited

Pratham Road Technologies & Construction Limited

Bee Pee Farms and Properties Private Limited

Spaceage Technical services Private Limited

Shankar Ratna Agro Farm Private Limited

Shivratna Agro Products Private Limited

Gee Ess Pee Land Developers Private Limited

S.S.Horticulture Private Limited

BGNS Infratech Private Limited

Shiv Ratna Multilayers Private Limited

Nova Infratech Limited

Chinmin Developers Private Limited

Guru Infratech Private Limited

BGK Commodities Private Limited

Arnav Estate Private Limited

Panjawani Properties Private Limited

Puja Infratech Private Limited

T P Builtech Private limited

(iii) Key Management personnel and their relatives:

Shri Bhupinder Kumar Sekhri- Director

Shri Kapil Sekhri- Director Smt. Shobha Sekhri-Executive Smt. Aarti Sekhri-Executive

(iv) Joint Venture-40% ownership interest held by Company

Tinna Viterra Trade Private Limited

5. Accounting for leases has been done in accordance with Accounting Standard-19 notified by the Companies (Accounting Standard) Rules, 2006 (as amended)

The details of lease transactions are as under:-

Operating Lease:

i) The company has entered into operating leases for factory buildings and lands that are renewable on a periodic basis and cancelable at company''s option. The company has not entered into sub-lease agreements in respect of these leases.

6. Interest and other borrowing costs amounting to Rs. 94,82,612/- (previous year Rs. 6,12,329/-) have been capitalized to the carrying cost of fixed assets being financing costs directly attributable to the acquisition, construction or installation of the concerned qualifying assets till the date of its commercial use, in accordance with accounting standard 16 "Borrowing Costs" notified by the Companies (Accounting Standards) Rules, 2006 (as amended).

7. Subsequent to the date of Balance Sheet:

a) B.G.K Infrastructure and Developers Private Limited had become 100% subsidiary of Company during the financial year 2010-11 and one share is held by Shri. Bhupinder Kumar Sekhri, whole time Director, as nominee of Company. The Company has entered into ''Shares Subscription Agreement'' with ''Insure excellence Advisors Private Limited'' and ''Slam Stock Holdings Limited'' (collectively referred to as the ''Investors'') and BGK Infrastructure Developers Private Limited'' (referred to as the ''Existing Shareholder'') on 11th Day of April, 2013. As per the agreements, the investors have invested in the equity capital of the Company to the extent of 50% (fifty) of the paid up equity share capital post such investment and nominated 2 (two) non-rotational Directors on the Board of the Company.

b) Tinna Viterra Trade Private Limited having 40% share holding as on the date of the Balance Sheet has ceased to be a Joint Venture Company in terms of Share Transfer and Release Agreement entered into on 9 th of May 2013 with Veteran Asia Private Limited. As per the agreement the Company has acquired the remaining 60% of Tinna Viterra Trade Private Limited and hence the said Company has become 100% subsidiary of the Company with effect from 09/05/2013.

c) The Company has given 1,131 square meter of land on lease at Rs. 1/- per month to T.P Buildtech Private Limited an associate Company with effect from 01/04/2013 vide agreement dated 29.12.2012 and addendum to the agreement.

8. The Company has invested a sum of Rs. 11,00,750 in Keerthi International Agro Private Limited towards 11,000 equity shares of Rs. 100 each i.e 29% holding in the investee company. .The Company by itself or through its Directors does not have any significant influence over the the controls and affairs of the investee Company. Therefore the said investee company has not been treated as associates in terms of AS-23 Accounting for Investment in Associates in Consolidated Financial Statements as notified by the Companies (Accounting Standard) Rules, 2006 (as amended).

9. The Company has entered into an agreement on 25.02.2010 with Riveria Builder Private Limited and Viki Housing Development Private Limited for sale of 89,993 equity shares of Rs. 100/- each of Gautam Overseas Limited for Rs. 90,00,000. The Company has received the sales consideration of Rs. 90,00,000/- in the F.Y 2009-10 which has been duly accounted for. The Company Law Board has vide order dated 28.06.2010 restrained the Company for transfer of said shares, which has been upheld by the Hon''ble High Court of Delhi. The Company has filed a Special Leave Petition (SLP) before the Hon''ble Supreme Court of India.

10. During the year the Company has recognised MAT credit as an asset on the basis of the consideration of prudence. The same has been shown under the head "Long term Loans and Advances" since there being a convincing, evidence of realisation of the asset in the specified period. Accordingly the Company has recognised MAT credit entitlement during the year amounting to Rs. 1,08,75,800/- (Including credit for earlier years Rs. 79,81,924/-)

11. In accordance with Accounting Standard- 28, "Impairment of Assets", notified under the Companies (Accounting Standard) Rules, 2006 (as amended), the Company has assessed the potential generation of economic benefits from its business units as on the balance sheet date is of the view that assets employed in continuing business are capable of generating adequate returns over their useful lives in the usual course of business; there is no indication to the contrary and accordingly, the management is of the view that no impairment provision is called for in these accounts.

12. The name of the Company has been changed from "Tinna Overseas Limited" to "Tinna Rubber and Infrastructure Limited" w.e.f 19.12.2012 vide fresh certificate of incorporation consequent upon change of name issued by the Registrar of the Companies, National Capital Territory of Delhi and Haryana during the year.

13. The Company has not declared any dividend during the previous/current year and hence no remittance in foreign currency has been made.

14. Figures of the previous year have been regrouped /reclassified /rearranged wherever necessary, to make them comparable with current year figures.

Notes 1 to 32 forms integral part of the Financial Statements.


Mar 31, 2012

NOTE 1 : PROFILE OF COMPANY

Tinna Overseas Limited (the company) was incorporated on 4th March 1987. The Company is primarily engaged in the business of manufacturing of Crumb Rubber Modifier (CRM), Crumb Rubber Modfied Bitumen (CRMB), Polymer Modifed Bitumen (PMB), and Bitumen Emulsion. The products are primarily used for making / repair of road.

NOTE 2 : CONTINGENT LIABILITIES AND COMMITMENTS

1. Contingent liabilities:-

(A) Claims against the company not acknowledged as debt:

(Amount in Rs.)

Particulars As at 31.03.2012 As at 31.3.2011

i) Income Tax Matters, Pending decision on various 73,50,358 73,50,358 appeals made by the Company and by the Department (excluding interest)

ii) Value Added Tax Matter under dispute 6,69,560 8,58,635

iii) Compensation claimed filed by Ex-Directors / 1,33,33,658 1,20,83,658 Ex-Employees under dispute

iv) Other matters under dispute 17,76,558 17,76,558

(D) Commitments:

(i) Capital Commitment : Estimated amount of contracts remaining to be executed on capital account and not provided net of advances for Rs. 4,72,89,396 (Previous Year Rs. 3,23,92,497)

(ii) Foreign Letter of Credit : Rs. Nil (Previous Year Rs. 61,54,390)

(iii) Revenue Commitment : Figures could not be determined on account of open agreed order with various customers.

(C) Key management personnel and their relatives :

- Sh. Bhupinder Sekhri whole time Director

- Sh. Kapil Sekhri whole time Director

- Smt. Shobha Sekhri Executive

- Smt. Aarti Sekhri Executive

NOTE 3

a) In the opinion of the board, the current assets, loans and advances for which company holds only the personal security, have realizable value in the ordinary course of business at least equal to the amount at which they are stated.

b) Balance of Trade Payable, other current liabilities, long and short term advances, other non-current and current assets and trade receivable are subject to reconciliation and confirmation.

NOTE 4

Accounting for leases has been done in accordance with Accounting Standard-19 issued by the Institute of Chartered Accountants of India. The details of lease transactions are as under:

(a) Finance Lease:

The company does not have any finance lease arrangements.

(b) Operating Lease:

i. Lease rentals recognized as expenses in the profit and loss account for the period Rs. 30,00,708 (Previous year Rs. 25, 83,346)

ii. The company has entered into operating leases for factory buildings and leasehold lands that are renewable on a periodic basis and cancelable at company's option. The company has not entered into sub-lease agreements in respect of these leases.

*The above future minimum lease payments do not include rent paid of ` 6,88,888 (Previous year ` 5,39,826) for residence of employees of the company for which no formal written lease arrangements exist under cancelable at the option of the company. Company had long term lease of Agriculture land at Tuljapur, Dist. Osmanabad (Maharashtra) for the period of 15 years (from 01/04/2007 to 31/03/2022).Company had used the same for Jatropha Plantation. Considering no potential company has surrendered the lease and the agreement has been cancelled during the year 2011-12.

NOTE 5 : The Company has not made any remittance in foreign currency on account of dividend.

NOTE 6 : Figures of the previous year have been regrouped / reclassified / rearranged wherever necessary.

Notes : 1 to 42 forms integral part of the Financial Statements.


Mar 31, 2010

1. Contingent liabilities :-

(Amount in Rs.)

31.03.2010 31.03.2009

i) Bond executed in favour of Asstt. Commissioner of Central Excise, New Delhi. Shoes division. 1,25,00,000/- 1,25,00,000/-

ii) Bank guarantee

(Margin money held at Rs. 1,03,99,394/-) 5,56,94,270/- 7,91,41,320/- (Previous Year Rs. 1,01,85,332/-)

iii) Surety with Sale Tax/ Vat (Margin) money 55.000/- 57,500/- as FDR Of ? 66,736/- (P. Y Rs. 68,079/-

iv) Claim against the company / disputed liability not acknowledged as debts ( Jai Bharat Tanners ) 17,76,558/- 17,76,558/-



The footwear unit situated at A - 151, Mayapuri Industrial Area, Phase - II, New Delhi is closed and disposed off; hence the company has applied for release of the bond.

v) A notice dated 26/04/2010 has been served on the company by Cess Department, Navi Mumbai Municipal Corporation for non- payment of cess charges of Rs. 32,40,000/-(approx) exclusive of interest and penalty on purchase of goods from outside Navi Mumbai area from financial year 2002-03 to 2008-09 and pending decision.

vi) As per Company Law Board (CLB) Order dated 9th June, 2009 effective from 5th January, 2009 company is liable to pay 50% of USD 8,19,983. 16 together with interest @ 7% p.a. from 01.10.1995 to 19.11.1998 which works out to be USD 1,80,059.32 relating to claim of M/s National Ability filed against M/s Tinna Finex Limited (TFL) and also in lien of taxation cost in the same matter, company is liable to pay GBP 2,05,805.31 together with interest @ 7% p.a. from 19.11.1998 until the day of final payment to M/s National Ability.

The claimant has filed a petition dt 07/08/1998 in the High Court of Delhi to make Arbitration Award as a rule of this court. The other company (TFL) has contested the same & the matter is under consideration of High Court of Delhi, whereas it has been decided in favour of M/s. National Ability. The other company Tinna Finex Limited (TFL) has filed Special Leave Petition (SLP) in Honble Supreme Court & pending decision.

2. During the financial year 2008-09, the company has allocated / assigned the under mentioned Assets & Liabilities as per order dated 09.06.2009 effective from 05/01/09 of Company Law Board, New Delhi with Reference to Petition No. 17/2008 dated 14.05.2008 filed under sec. 397, 398, 402 & 403 of Companies Act 1956, to petitioners and respondents and the manner in which to be dealt with in the financial statements of the company. The Note specify the adoption in the figure of previous year duly forming composite part of the year ending 31st March, 2010

3. Investments include : -

i) Advance for Shares include :

a) M/s B. G. K. inlrastructure Dev.(P) Ltd. Rs. 1,72,00,000/- (Advance & applied during- Financial year 2009-10)

b) M/s Fertalli Wines (P) Ltd. Rs. 52,00,000/- (Advanced & applied during Financial year 2009-10)

All aforesaid investments are confirmed & pending allotment. Such advances are considered as unquoted investments.

4. Loan and advances include interest free advance of Rs. 13.10 Lacs to Ms. Monica Kanungo.

5. Disclosure on Employee Benefits

The disclosure required under Accounting Standard 15, "Employee Benefits" (Revised) notified in the Companies (Accounting Standards) Rules 2006, are given below:-

Defined Contribution Plan

Contribution to Defined Contribution Plan, paid during the year is as under:-

(Amount in Rs.)

Employers Contribution to Provident Fund 11,16,964/-

Employers Contribution to Family Pension Fund 25,35,234/-

6. Tne companys public Issue of 21,63.600 equity sharesof Rs. 10/- each for cash at a premium of Rs. 85/- pet share aggregating to Rs.2,055.42 lacs and firm allotment of 1,50.000 equity shares of Rs. 10/- each for cash at a premium of Rs. 100/- per share aggregating to Rs. 165.00 Iacs to NRIs /OCBs opened (for subscription on 20th March, 1995 was oversubscribed. Allotment was made on 23rd May,1995 and allotment money f final call was made on 27.05.95. Amount recelvable on account of calls in arreans have been apportioned between share capital and share premium account In the ratio of one to eight.

7. Calls in arrears are subject to feconclliation and confirmation, however no Interest has been provided thereon.

8. FDRs Rs 1,04,66,130/- (Previous Year 71,02,53,411/-) including accrued interest, are charged against bank guarantees and same are under the lien of various bankers

9. The company had a policy to account for revenue expenses of Jatropha (Tuijapur) unit as miscellaneous expenses pending capitalisation and to be capitalised on completion of project, However, company has opted to consider the same as part of fixed assets and considered the same capital expenditure pending allocation in the financial statements,

10. Computation of net profits in accordance with Section 196 of the Companies Act, 1956 in respect of commission/ remuneration payable to Chairman:

11. ii) The company has adequate profits to pay remuneration by way of salary, bonus, perquisites, commission and other allowances to director, managing director and chairman, therefore computation of net profit in accordance with Section 349 of the Companies Act, 1956 is not applicable to the company.

12. Related Party Disclosure:

As per AS - 18 issued by 1CAI, the Companys related parties and transactions with them are disclosed as under

(A) Enterprises that control or are under common control

Under same management u/s 372A of the Companies Act 1956

- M/s Tinna Viterra Trade Pvt.Ltd.

(B) Enterprises that are associates of the company or in respect of which company is an association: NA

(C) Key management personnel and their relatives :-

- Sh. Bhupinder Sekhri whole time Director

- Sh. Kapil Sekhri whole time Director

- Sh. Gaurav Sekhri Director

- Sh. D.P.L.Nanda Director

- Smt. Shobha Sekhri Executive

- Smt. Pooja Sekhri Executive

- Smt. Aarti Sekhri Executive

13. Companys main business is with various units of M/s. Indian Oil Corporation Ltd. and M/s, Chennai Petroleum Corporation Ltd-, Chennai. Company has neither received account statements ever since its business started with them, nor has reconciled.

14. (a) In the opinion of the board, the current assets, loans and advances for which company holds only the personal security, have realizable value in the ordinary course of business at least equal to the amount at which they are stated.

(b) Sundry debtors include:-

Suit for recovery against ONT LTD. was decreed for and in favour of company by way at judgment dated 10.08.2005 for Rs 46,82,457.40 along with interest and costs. The decree is under executive process. The ONT Ltd. has offered $ 32,010 USD to the company for the settlement of the same on 14/07/2010 through the Superior Court of Justice, Ontario. The approval of the same is pending with company.

(c) Other current assets:-

i) Claim receivable ? 2,75,44,112/- from M/s. F.C.I and M/s F.E.C for which the company the filed suits for recovery along with interest @ 12% and Is hopeful of recovery However , as per order of Company Law Board dated 9th June, 2009 with effect from 5th Jannuary , 2009. if any amount is received, the amount to the extent of 50% will be paid to petitioner viz. Sh Vijay Kumar Sekhri & others and Sh. Anil Kumar Sekhri & others.

ii) Loan and advances includes Rs 4,51,968/- recoverable from KHM International (Shoe) for wnich the company has succeeded in the High court vide Order dated 28.05.2010 against the order of lower court regarding dismissing of appeal on limitation of period. The case is pending with learned trial court and company is hopeful of recovery

15. Balance of debtors / creditors, loans & advances are subject to reconciliation and confirmation.

16. The company has requested its suppliers to intimate whether they are registered under "The Micro, Small and Medium Enterprises Development Act, 2006. Pending receipt of intimation from suppliers, the amount due to the supplier under the said law could be / not determined. However, in view of the management, the impact of interest, if any, that may be payable in accordance with the provisions of the Act is not expected to be materia!.

17. The company has given unsecured loan to M/s Tinna - Vitera Trade Private Limited of Rs 50,00,000/- on 18/ 01/2010 in contravention of Provisions of Sec. 295 of the Companies Act, 1956. The same was recovered on 04/04/2010 along with interest of Rs 74,438/-

18. Segment Information:

The following table presents segment revenues, results, assets & liabilities in accordance with AS-17 issued by Institute of Chartered Accountant of India.

19. Accounting for leases has been done in accordance with Accounting Standard-19 issued by the Institute of Chartered Accountants of India. The details of lease transactions are as under:-

(a) Finance Lease:

The company does not have any finance lease arrangements.

(b) Operating Lease:

i. Lease rentals recognized as expenses in the profit and loss account tor the period Rs 14,28,908/- ( Rs 14,25,949/-).

ii. The company has entered into operating leases for factory buildings that are renewable on a periodic basis and cancelable at companys option. The company has not entered into sub- lease agreements in respect of these leases.

iii. The total of future minimum lease payments under no cancelable leases are as follows.:

20. In accordance with the accounting standard 22 issued by the ICAI, the company is having a deferred tax liability of Rs 155.12 lacs (Rs 169.43 lacs) on timing difference as on 31st March, 2010.

21. All financial adjustments and effect of CLB order was implemented and incorporate in the financial statement for the year ending 31st March, 2009, where as the documentation such as transfer of shares/ vehicles etc. are pending execution company is in the process of completion of legal documentation except assets as per Schedule C(i) and D of Note No.2 of Notes of Accounts.

22. Additional information pursuant to paragraphs 3, 4C & 4D of the part II of Schedule V! of the Companies Act, 1956, (as certified by the management).

23. The company has not made any remittance in foreign currencies on account of dividend

24. a) Figures for the previous period have been regrouped / reclassified / rearranged wherever necessary. b) Figures have been rounded off to the nearest rupee.

25. Schedule A to O form integral part of the Balance sheet as at 31st March, 2010.


Mar 31, 2009

1. Contingent liabilities :-

31.03.2009 31.3.2008 Rs. Rs.

i) Bond executed in favour of Asstt.Commissioner of Central Excise, New Delhi. Shoes division. * 1, 25,00,000/- 1,25,00,000/-

i) Bank guarantee (Margin money held at Rs.1,01,85,332/-) 7,91,41,320/- 7,56,80,895/- (Previous Year Rs.1,83,83,518/-)

Bi) Claim against the company / disputed liability not acknowledged as debts ( Jai Bharat Tanners ) 17,76,558/- 17,76,558/-



* The footwear unit situated at A - 151, Mayapuri Industrial Area, Phase - II, New Delhi is closed and disposed off; hence the company has applied for release of the bond.

iv) As per Company Law Board (CLB) Order dated 9th June, 2009 effective from 5lh January, 2009 company is liable to pay 50% of USD 8,19,983.16 together with interest @ 7% p.a. from 01.10.1995 to 19.11.1998 which works out to be USD 1,80,059.32 relating to claim of M/s National Ability filed against M/s Tinna Finex Limited and also in lien of taxation cost in the same matter, company is liable to pay GBP 2,05,805.31 together with interest @ 7% p.a. from 19.11.1998 until the day of final payment to M/s National Ability.

The claimant has filed a petition dt. 07/08/1998 in the High Court of Delhi to make Arbitration Award as a rule of this court. The other company (TFL) has contested the same & the matter is under consideration of High Court of Delhi.

2. As per order dated 09.06.2009 effective from 05/01/09 of Company Law Board, New Delhi with Reference to Petition No. 17/2008 dated 14.05.2008 filed under sec. 397, 398, 402 & 403 of Companies Act 1956, the under mentioned Assets & Liabilities are to be allocated / assigned to petitioners and respondents and the manner in which to be dealt with in the financial statements of the company

3. Investments include :

i) Advance for Shares include :

a) M/s Sky Merchants (P) Ltd. Rs. 15,00,000/- (Advanced & applied during- Financial year. 2004-05)

b) M/s Hydramech Engineers (P) Ltd. Rs. 20,00,000/- (Advanced & applied during Financial year 2004-05)

c) Gee Ess Pee Land Developers P. Ltd. Rs.35,00,000/- (Advanced & applied during Financial year 2008-09)

d) M/s. Nova Cements Ltd. Rs.2,52,60,181/- (Advanced & applied during Financial year 2008-09)



All aforesaid investments are confirmed except (a) & (b) pending allotment. Such advances are considered as unquoted investments.

4. Loan and advances include interest free advance of Rs.35 lacs given to M/s. Amazone Exports (P) Ltd. since 31s1 May, 2004 and Rs.10 lacs to M/s. P.I Industries Limited since 1s1 November, 2007.

5. The companys public issue of 21,63,600 equity shares of Rs. 10/- each for cash at a premium of Rs. 85/- per share aggregating to Rs.2,055.42 lacs and firm allotment of 1,50,000 equity shares of Rs.10/-each for cash at a premium of Rs.100/- per share aggregating to Rs. 165.00 lacs to NRIs/OCBs opened for subscription on 20th March, 1995 was oversubscribed. Allotment was made on 23rd May,1995 and allotment money / final call was made on 27.05.95.Amount receivable on account of calls in arrears have been apportioned between share capital and share premium account in the ratio of one to eight.

6. Calls in arrears are subject to reconciliation and confirmation, however no interest has been provided thereon.

7. FDRs include Rs 1,01,85,332/- (Previous Year Rs. 1,83,83,518/-) including accrued interest, are charged against bank guarantees and same are under the lien of various bankers.

8. The company has deposited Rs. 14,47,200/- (Rs. 14,47,200/-) with HSIDC towards external development charges (E D C) for the property at DP-189, Udyog Vihar, Gurgaon, Haryana. Udyog Vihar Industries Association, Gurgaon, of which the company is a member, however association has filed a suit for its waiver.

9. The company had a policy to account for revenue expenses of Jatropha (Tuljapur ) unit as miscellaneous expenses pending capitalisation and to be capitalised on completion Of project. However, company has opted to consider the same as part of fixed assets and considered the same capital expenditure pending allocation in the financial statements.

91.03.2009 31.03.2008

10. i) Remuneration/ commission paid to directors Rs.63,59,017/- Rs.22,50,000/-

Provident Fund Rs. 2,77,200/- Rs. 2,70,000/-

ii) The company has adequate profits to pay remuneration by way of salary, bonus, perquisites, commission and other allowances to managing director and chairman, therefore computation of net profit in accordance with Section 349 of the Companies Act, 1956 is not applicable to the company.

11. Companys main business is with various units of M/s. Indian Oil Corporation Ltd., M/s. Chennai Petroleum Corporation Ltd., Chennai and M/s. Bharat Petroleum Corporation Ltd., Mumbai. Company has neither received account statements ever since its business started with them, nor has reconciled.

12. (a) In the opinion of the board, the current assets, loans and advances for which company holds only the personal security, have realizable value in the ordinary course of business at least equal to the amount at which they are stated.

(b) Sundry debtors include:-

Rs. 45.92 lacs receivable from ONT Ltd., Ontario. The suit for recovery was decreed for and in favour of company by way of judgment dated 10.08.2005 for Rs.46,82,457.40 along with interest and costs. The decree is under execution process.

(c) Other current assets:-

i) Claim receivable Rs. 2,75,44,112/- from M/s. F.C.I and M/s P.E.C for which the company has filed suits for recovery (Rs.2,75,44,112/-) and is hopeful of recovery. However, as per order of Company Law Board dated 9* June, 2009 with effect from 5th January, 2009, if any amount is received, the amount to the extent of 50% will be paid to petitioner viz. Sh Vijay Kumar Sekhri & others and Sh. Anil Kumar Sekhri & others.

ii) Loan and advances Rs. 4,51,988/- Lacs from party KRM International (Shoe) for which company has filed appeal in the High court against the order of lower court and the company is hopeful of recovery

13. Balance of debtors / creditors, loans & advances are subject to reconciliation and confirmation.

14. Advances to others:

31.03.2009 31.03.2008

under same management: -

Nova Cements Ltd.

Outstanding Nil 2,52,60,181/-

Maximum Outstanding 2,52,60,181/- (2,52,60,181/-)



15. Segment Information:

The following table presents segment revenues, results, assets & liabilities in accordance with AS-17 issued by Institute of Chartered Accountant of India.

16. The company has requested its suppliers to intimate whether they are registered under The Micro, Small and Medium Enterprises Development Act, 2006. Pending receipt of intimation from suppliers, the amount due to the supplier under the said law could be / not determined. However, in view of the management, the impact of interest, if any, that may be payable in accordance with the provisions of the Act is not expected to be material.

17. Related Party Disclosure:

As per AS - 18 issued by ICAI, the Companys related parties and transactions with them are disclosed as under

(A) Enterprises that control or are under common control

Under same management u/s 370 of the Companies Act 1956

M/s Chin Min Impex Ltd. (Amount in Rs.) (Amount in Rs.)

Nature of Transaction Current period Previous year

Other Income / Rent - 58,184/- Outstanding balance at the end of the year:

Receivables - 13,68,470/-

(B) Enterprises that are associates of the company or in respect of which company is an association: NA

(C) Key management personnel and their relatives :

Sh. Bhupinder Sekhri whole time Director

Sh. Kapil Sekhri whole time Director

Sh. Gaurav Sekhri Director

Sh. Anil Kumar Sekhri Directors Brother

Sh. Vijay Kumar Sekhri Directors Brother

Smt. Rooma Sekhri Ex-Directors Wife

Smt. Shobha Sekhri Executive

Smt. Pooja Sekhri Executive

Smt. Aarti Sekhri Executive

Smt. Raman sekhri Ex-Directors Wife

Sh. Karan Sekhri Son of Ex- director

Sh. Ronak Sekhri Son of Ex- director

Nature of Transaction Current Year Previous year

Remuneration / Salary Rs. 1,17,76,217/- Rs. 45,00,000/-

(D) Enterprises over which key management personnel is able to exercise significant influence:

- M/s Tinna Oils & Chemicals Ltd.

- M/s Gautam Overseas Ltd.

(Amount in Rs.) (Amount in Rs.)

Nature of Transaction Current period Previous year

Other Income (Rent) Rs. 3,60,000/- Rs. 2,70,900/-

Outstanding at the

end of the year:

Receivables Rs. 2,22,035/- Rs. 2,52,630/-

Payable - Rs. 12,440/-



18. Accounting for leases has been done in accordance with Accounting Standard-19 issued by the Institute of Chartered Accountants of India. The details of lease transactions are as under:-

(a) Finance Lease:

The company does not have any finance lease arrangements.

(b) Operating Lease:

i. Lease rentals recognized as expenses in the profit and loss account for the period Rs. 14,25,949/- (Rs. 11,00,696/-).

ii. The company has entered into operating leases for factory buildings that are renewable on a periodic basis and cancelable at companys option. The company has not entered into sub-lease agreements in respect of these leases.

19. Ail financial adjustments and effect of CLB order was implemented and incorporate in the financial statement for the year ending 31" March,2009, where as the documentation such as transfer of shares/ vehicles etc. are pending execution company is in the process of completion of legal documentation

20. Additional information pursuant to paragraphs 3, 4C & 4D of the part II of Schedule VI of the Companies Act, 1956. (as certified by the management).

21. The company has not made any remittance in foreign currencies on account of dividend

26. a) Figures for the current period are for the year and for the previous period are of nine months hence the same are not comparable with each other. Figures for the previous period have been regrouped / reclassified / rearranged wherever necessary.

b) Figures have been rounded off to the nearest rupee.

22. Schedule A to O form integral part of the Balance sheet as at 31st March, 2009.

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