The Directors take pleasure in presenting the Twenty Ninth Annual Report of your Company, together with the Audited Financial Statements for the Financial Year ended March 31, 2016.

1. FINANCIAL RESULTS

(Rs. In Lacs)

2. FINANCIAL REVIEW AND STATE OF COMPANY'S AFFAIRS

(A) STANDALONE RESULTS

During the year under review gross revenue from operations was Rs. 10484.67 lacs as compared to Rs. 9961.43 lacs in the previous Financial Year with a marginal growth of 5.25 %. Profit before tax was Rs. 294.33 lacs as compared to Rs. 972.38 lacs in the previous Financial Year. Profit after tax was Rs. 165.90 lacs as compared to Rs. 701.69 lacs in the previous Financial Year. Decline in profitability is mainly resulted due to slump in commodity market, particularly of the products made by the Company mainly steel scrap, rubber etc. and increase in interest cost. Future outlook of the Company looks bright. The Company proposes not to transfer to the general reserve out ofthe amount available for appropriation.

(B) CONSOLIDATED RESULTS

The Audited Consolidated Financial Statements together with Auditors Report form part of the Annual Report. The Consolidated net profit after tax of the Company was Rs.275.10 lacs during the Financial Year 2015-16 as compared to Rs. 583.85 Lacs in the previous Financial Year.

In accordance with the Accounting Standards AS-21, on Consolidated Financial Statements, read with Accounting Standard AS-23 on Accounting for Investment in Associates, the audited Consolidated Financial Statements are provided in the Annual Report.

In terms of Section 134(3)(l) of the Companies Act, 2013, except as disclosed elsewhere in this report, no material changes or commitments affecting the financial position of the Company have occurred between the end of the financial year and the date of this Report.

3. DIVIDEND

The Board has, subject to the approval of the Members at the ensuing Annual General Meeting, recommended a dividend of Re. 0.50 (5%) per fully paid-up Equity Share of Rs.10/- each of the Company, for the year ended March 31, 2016.Together with Corporate Tax on dividend, the total outflow, on account of equity dividend for the financial year 2015-16, will be Rs.51.54 lacs, vis-a-vis Rs. 206.17 lacs paid for Financial Year 2014-15.

4. PROJECTS AND EXPANSION PLANS

In recent years, recycling has gained attention worldwide due to growing focus on sustainability and realization that natural resources are limited. Now Companies are articulating a vision of using more and more portion of recycled material in their products. The rubber industry is not an exception to this. End of life tyres are an important source of recycled rubber worldwide and its status has changed from waste to resource. The reclaim rubber industry has been developed around this reality. The Company commenced trial production of its state of the art reclaim rubber plant in Kala Amb (Himachal Pradesh) during Financial Year 2014-15. A good part of Financial Year 2015-16 was invested in stabilizing the product, quality and market development. We are pleased to inform that the product has been well accepted. We have also ordered 2 similar plants for tyre rubber reclaim to manufacture Ultrafine Rubber Compound (Reclaim Rubber) from Crumb Rubber generated from recycled tyres at Panipat (Haryana) and Wada (Maharashtra) which are being commissioned during the Financial Year 2016-17. Any new initiative to develop new products and processes takes time to stabiles and costs are incurred in business development. This has impacted the Company's profitability during Financial Year 2015-16. However, this is our investment for a more robust and strong future.

In our effort to further consolidate our position as leading supplier of premium quality bitumen, the Company had established a depot for Bitumen/ Modified Bitumen at Panipat (Haryana) in association with Essar Oils Limited. The Company had also signed an MOU with Essar Oils Ltd for manufacturing/ processing of Modified Bitumen and Emulsions at Kosi (Uttar Pradesh) and at Panipat (Haryana). The Company secured a contract for processing (operation and maintenance) of CRMB plant at Mangalore Refinery And Petrochemical Limited, Mangalore. Production at the plant has already started. The Company has been exploring the overseas market for export of crumb rubber and reclaim of crumb rubber. We are pleased to report that our efforts resulted in successful execution of export contract for supply of Crumb Rubber to Australia and Sri Lanka during Financial Year 2015-16. Further negotiations are going on with some overseas Companies.

5. SCHEME OF ARRANGEMENT

Board of Directors of Tinna Rubber And Infrastructure Ltd. (TRIL) and Tinna Trade Ltd. (TTL) approved the Scheme of Arrangement (Demerger). Bombay Stock Exchange issued no adverse observation letter dated 24^thMay, 2016 to the said Scheme of the Company. Hon'ble High Court of Delhi vide order dated 27^thJuly, 2016 has directed, inter alia, that separate meetings to be held of the Equity Shareholders, Secured Creditors and Unsecured Creditors of the Company for the purpose of considering and if thought fit, approving with or without, modification(s), the Scheme of Arrangement. The meetings will be held accordingly. After approval of the Scheme of Arrangement by shareholders, creditors, Hon'ble Delhi High Court and other Government Regulatory Bodies, equity shares of TTL will be issued to the equity shareholders of TRIL in the ratio of 1:1. Equity Shares of TTL will be listed on the Stock Exchanges.

6. SUBSIDIARY, JOINT VENTURE (JV) AND ASSOCIATE COMPANIES

The Company has two subsidiaries as on March 31, 2016. 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 ofthe Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries are available on the website of the Company. Policy for determining material subsidiaries of the Company is available on the website of the Company www.tinna.in

The details of major subsidiaries and associate Companies are given below:

(i) SUBSIDIARIES TINNA TRADE LTD. (TTL)

Tinna Trade Ltd. (TTL) is 100% subsidiary of Tinna Rubber & Infrastructure Ltd. TTL 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.

B.G.K. INFRASTRUCTURE DEVELOPERS PRIVATE LIMITED

The Company is engaged in the business of warehousing including providing logistic solution to the Agri commodity industry.

(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.

BGNS INFRATECH PVT.LTD.

The Company is engaged in the business of real estate activities.

7. RISK MANAGEMENT

The Company's risk management framework identifies and evaluates business risks and opportunities. The Company recognizes 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 organized by the Company relating to fire control.

8. 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 system

- De-risking the Company's assets/resources and protecting them from any loss.

- Ensuring the accounting system's integrity proper and authorized 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.

9. 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.

10. 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 of85,64,750 equity shares of Rs. 10/- each.

11. CORPORATE GOVERNANCE

Your Company has complied with the requirements of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and Clause 49 of the erstwhile Listing Agreement regarding Corporate Governance. A report on the Corporate Governance practices and Certificate from Company Secretary in practice on compliance of mandatory requirements thereof is also given in this report.

12. MANAGEMENT DISCUSSION & ANALYSIS

A detailed report on the Management Discussion & Analysis is provided in Annexure “B” to the Directors' Report.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013 Mrs. Shobha Sekhri, Whole Time Director, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers herself for re-appointment.

Mr. Rajender Parshad Indoria was appointed as an Additional Director by the Board of Directors of the Company in their meeting held on 12^th February, 2016. In terms of Section 161 of the Companies Act, 2013, Mr. Rajender Parshad Indoria holds office up to 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. He has also submitted a declaration that he 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 his status as Independent Director during the year. Your Company has received a notice under Section 160 of the Companies Act, 2013 from a shareholder of your Company, signifying his intention to propose the name of Mr. Rajender Parshad Indoria, for appointment as a Director of your Company.

The proposals regarding the appointment/reappointment of the aforesaid Directors are placed for your approval.

Mr. Kapil Sekhri was appointed as Additional Director of the Company we.f. 12^th February, 2016 and resigned w.e.f. 4^th May, 2016.

The disclosure pursuant to the provisions of (i) the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and (ii) Secretarial Standard on General Meetings (“SS-2”), issued by the Institute of Company Secretaries of India and approved by the Central Government is given in the Notice of Annual General Meeting/ Corporate Governance Report .

14. 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.

15. 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 Ninth AGM until the conclusion of the Thirty Fourth AGM is placed for your approval.

There was slight delay in payment due to quality/ quantity/ 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. Further, the Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

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 12^th August, 2016, 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 2016-17.

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 major observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

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 33 to the Standalone financial statements and Note No 34 to the consolidated financial statements which set out related party disclosures.

18. 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.

19. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134 subsection 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 judgments 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, 2016 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.

20. MATERIAL CHANGES AND COMMITMENTS

There was fire at units of the Company at Haldia (West Bengal) and Wada (Maharashtra) 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 insured and stocks and assets are covered. The Company has incurred an expenditure of Rs.846.69 lacs towards loss and restoration of assets and inventory. A sum of Rs. 100 lacs has been received towards the part payment of claim. The Company as shown the balance of Rs. 703.43 lacs as claim receivable after providing estimated loss of Rs. 43.26 lacs. Now the plants are fully operational.

21. 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 ofthe Annual Report.

22. DISCLOSURES NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year, 12 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 possesses 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 Regulation 18 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 and Clause 49 of the erstwhile Listing Agreement.

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

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.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Corporate Social Responsibility Committee of the Board has formulated and recommended a CSR Policy to the Board indicating the activities to be undertaken by the Company. The same has been approved by the Board.

The CSR Policy can be accessed on the website of the Company at www.tinna.in

The Company has spent a sum of Rs. 0.47 lacs during the year on CSR activities and 2.% of the average net profits of last three financial years is Rs. 9.73 lacs.

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. Therefore, the Company could not spent the remaining amount of Rs.9.26.

The Annual Report on CSR activities is enclosed as Annexure H.

D ISC LOSURE UNDE R THE SE XUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVE NT ION, PROHIBIT ION 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 2015-16.

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 149 of 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 are available 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 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.

23. 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 of570 employees as on 31^st March, 2016 as compared to 756 employees as on 31^st March, 2015.

24. 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: 12^thAugust, 2016

Bhupinder Kumar Sekhri

Chairman

DIN:00087088

Regd. Office Address:

Tinna House, No. 6,

Tinna House, No. 6,

Sultanpur, Mandi Road,

Mehrauli, New Delhi-110030