Tainwala Chemicals & Plastics (India) Limited
Your Directors have pleasure in presenting the 32nd Annual Report and Audited Statementof Accounts for the Year ended 31st March 2017.
| || ||(Rs. in Lacs) |
| ||Year ended 31st March 2017 ||Year ended 31st March 2016 |
|Income from Sale ||572.60 ||952.83 |
|Other Income ||814.08 ||688.98 |
|Total Income ||1386.68 ||1641.81 |
|Profit before Depreciation ||550.72 ||438.43 |
|Less: Depreciation ||(53.91) ||(52.00) |
|Profit for the year before tax & exceptional items ||496.81 ||386.43 |
|Add: Exceptional Items ||- ||- |
|Profit before taxation ||496.81 ||386.43 |
|Less: Provision for Tax || || |
|Add: Tax adjustment relating to earlier years ||0.00 ||0.50 |
|Net Profit after Tax ||496.81 ||385.93 |
|Balance b/f from previous year ||749.66 ||363.73 |
|Less: Adjustment for Depreciation as per schedule || || |
|II to the companies Act 2013 ||- ||- |
|Surplus (Deficit) carried to Balance Sheet ||1246.47 ||749.66 |
The financial year 2016-17 was a year of challenges and uncertainties for businessesacross various segments of industry with the financial crisis and volatile Markets butyour Company continues to demonstrate the robustness of its business model. Your Companyhas been able to achieve a turnover of Rs.572.60 lakhs and a competitive Net Profit of Rs.496.81 lakhs.
Considering the future prospects and better operations of the company the board isdeciding not to declare dividend for the year under review.
Your Company has not accepted any deposits covered by the provisions of Section 73 ofthe Companies Act 2013 and the Rules framed there under.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS / OUTGO:
Information pursuant to Section 134(3) (m) of the Companies Act 2013 read with theRule 8 of The Companies (Accounts) Rules 2014 is given in Annexure "A" to thisreport.
The Company is registered with both National Securities Depositories Limited (NSDL) andCentral Depository (Services) Limited (CDSL). The shareholders can take advantage ofholding their shares in dematerialized mode.
All the assets of the Company wherever necessary and to the extent required have beeninsured.
SHARE CAPITAL AND LISTING OF SECURITIES :
The equity shares of the Company are listed with the Bombay Stock Exchange Limited(BSE) and the National Stock Exchange of India Limited (NSE). Annual Listing fee has beenpaid to exchange.
PARTICULARS OF EMPLOYEES :
The Percentage of remuneration of each Director Chief Financial Officer and CompanySecretary during the financial year 2016-17 ratio of the remuneration of each Director tothe median of remuneration of the employees of the Company for the Financial Year 2016-17and the comparison of remuneration of each Key Managerial Personnel (KMP) against theperformance of the Company are as under :
Statement of Disclosure of Remuneration under Section 197 of Companies Act 2013 andRule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
i) Ratio of the remuneration of each Executive Director to the median remuneration ofthe Employees of the Company for the financial year 2016-17 the percentage increase inremuneration of Chief Executive Officer Chief Financial Officer and other ExecutiveDirector and Company Secretary during the financial year 2016-17.
|Sr. No. ||Name of Director ||Remuneration of Directors for financial year 2016-17 (in Rs.) ||Ratio of remuneration of each Director/ to median remuneration of employees ||% increase in Remuneration in the Financial Year 2016-17 |
|1. ||Mr. Rakesh Tainwala ||2121600 ||6.23:1 ||Nil |
|2. ||Mrs. Simaran R Mansukhaani ||1000800 ||13.20:1 ||69.51 |
|3. ||Ms. Pooja Khedkar ||381300 ||34.65:1 ||15.55 |
ii. The percentage increase in the median remuneration of Employees for the financialyear was 5.90.
iii. The Company has 53 permanent Employees on the payroll of Company as on 31st March2017.
IV. Relationship between average increase in remuneration and Company's performance:
The individual increment is decided on the basis of employees potential experiencecontribution to company's progress over a time and bench marking exercise that isundertaken with the similar profile organizations consideration of cost of livingadjustments/inflation. Salary increase during the year was in line with company'sperformance and as per company's market competitiveness in peer group.
v. Comparison of the remuneration of the Key Managerial Personnel against theperformance of the Company: Average increase in remuneration of key managerial personnelis based on individual performances company's performance and as measure to motivate themfor better future performance to achieve organization's growth expectations.
vi. The Market Capitalisation of the Company as on 31st March 2017 was Rs. 52.95Crores as compared to Rs.34.27 Crores as on 31st March 2016.
The price earnings ratio of the Company was 10.64 as at 31st March 2017 as compare to8.88 as at 31st March 2016. The closing share price of the Company at BSE Limited on 31stMarch 2017 was Rs. 56.55/- per equity share of face value of Re. 10/- each.
vii. Average percentage increase made in the salaries of Employees other than themanagerial personnel in the financial year was 5.90% whereas the increase in themanagerial remuneration was Nil. The average increases every year is an outcome ofCompany's market competitiveness as against its peer group companies. In keeping with ourreward philosophy and benchmarking results the increases this year reflect the marketpractice
Viii. The ratio of the remuneration of the highest paid Director to that of theEmployees who are not Directors but receive remuneration in excess of the highest paidDirector during the year: None
viii. It is hereby affirmed that the remuneration paid during the year is as per theRemuneration Policy of the Company.
Your Company has 8 (Eight) Directors consisting of 4 (Four) Executive Directors(Managing Director & Director) and
4 (Four) Independent Directors as on 31st March 2017.
DIRECTOR'S APPOINTMENT :
During the period under review Mr. Ashok Kumar Mukherjee was appointed as an ExecutiveDirector and Mr. Ketan
Dhirajlal Barai was appointed as an Independent Director of the Company w. e. f. 10thFebruary 2017.
NUMBER OF BOARD MEETINGS :
During the Year 4(Four) meetings of the Board of Directors were held. The details ofthe meetings are furnished in the corporate governance report which forms part of thisAnnual Report.
DIRECTOR'S RESPONSIBILITY STATEMENT :
The Director's Responsibility Statement referred to in clause (c) of sub - section (5)of Section 134 of the Companies Act 2013 shall state that
(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the Financial year and ofthe Profit and Loss of the Company for that period;
(c) They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
(d) They have prepared the annual accounts on a going concern basis; and
(e) They have laid down internal financial controls for the Company and such internalfinancial controls are adequate and were operating effectively.
(f) The Directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
DECLARATION BY AN INDEPENDENT DIRECTOR (S) AND RE - APPOINTMENT IF ANY :
In compliance of sub - section (7) of Section 149 of the Companies Act 2013 all theIndependent Directors of the Company have submitted their declarations stating that theymeet the criteria of independence as provided in subsection (6) of the section 149 of theabove said Act and Regulation 25 of SEBI (Listing Obligation and Disclosure Requirement)Regulations 2015.
INTERNAL FINANCIAL CONTROLS :
The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observations has been received from the Auditors of the Company for inefficiencyor inadequacy of such controls. Mr. Ravi Joshi is the Internal Auditor of the Company.
SECRETARIAL AUDITOR :
Pursuant to Section 204 of the Companies Act 2013 and The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 your Company had appointed M/s. MalayShah & Associates Practicing Company Secretaries Mumbai as its Secretarial Auditorsto conduct the secretarial audit of the Company for the financial year 2016-17. TheCompany provided all assistance and facilities to the Secretarial Auditor for conductingtheir audit. The Report of Secretarial Auditor for the financial year 2016-17 is set outas Annexure and forms part of this report.
The Board has proposed to appoint M/s. Malay Shah & Associates Practicing CompanySecretaries as the Secretarial Auditors of the Company for the financial year 2017-18.
M/s. GMJ & CO. Chartered Accountants were appointed as Statutory Auditors of theCompany in the 31st Annual General Meeting (AGM) of the members held on 20th September2016 to hold office for 5 years subject to ratification of their appointment in everyAGM. In terms of the requirement the members are requested to ratify their appointment.The Audit Committee and Board of Directors have recommended ratification of theirappointment as Statutory Auditors.
A separate Section on Corporate governance with a detailed compliance report and theCertificate from The Practicing Chartered Accountant with respect to compliance with theprovisions of Corporate Governance as required by regulation 27 of the ListingRegulation is also annexed.
AUDITORS' REPORT :
With reference to the Auditors comments in Para 3(a) 3(b) of Annexure to the AuditorsReport management would like to state that these loans were given in earlier years andthe Company is confident of recovering the full amount.
BOARD COMMITTEES :
In order to ensure compliance with the applicable provisions of the Companies Act 2013as well the provisions of the Listing Regulation the Board has constituted an AuditCommittee Nomination and Remuneration Committee Stakeholder's Relationship Committee andRisk Management Committee and details of these committees are given in the CorporateGovernance Report which is annexed to the Director's Report.
RISK MANAGEMENT :
The Board of Directors of the Company has formulated Risk Management policy which aimsat enlarging shareholders value and providing an optimum risk reward trade off. The RiskManagement approach is based on a clear understanding of the variety of risks that theorganization faces disciplined risk monitoring and measurement and continues riskassessment and mitigation measures.
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES :
Your Company recognizes the value of transparency and accountability in itsadministrative and management practices. The Company promotes the ethical behavior in allits business activities. The Company has adopted the Whistle Blower Policy and VigilMechanism in view to provide a mechanism for the Directors and Employees of the Company toapproach Audit Committee of the Company to report existing/probable violations of lawsrules regulations or unethical conduct.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Company Pursuant to Section 4 of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 has constituted an Internal ComplaintsCommittee. During the Year no Complaint was lodged with the Internal Complaint Committee.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 :
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the Financial Statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY
All related party transactions that were entered into during the financial year were onan arm's length basis and wherein the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of the Company at large. All Related Party Transactions were placed beforethe Audit Committee as also the Board for approval. The particulars of contracts orarrangements entered into by the Company with related parties referred to in sub-section(1) of section 188 of the Companies Act 2013 disclosed in Form No. AOC -2 and is set outas Annexure and forms part of this report.
Your Directors draw attention of the members to Note 31 to the financial statementwhich sets out related party disclosure.
EXTRACT OF THE ANNUAL RETURN :
Pursuant to sub - section 3(a) of the Section 134 and sub - section (3) of Section 92of the Companies Act 2013 read with Rule 12 of the Companies (Management andAdministration) Rules 2014 the extracts of the Annual Return as at 31st March 2017 isset out as Annexure and forms part of this report.
Your Company accord to high priority to quality safety training development healthand environment. The Company endeavors to ensure continuous compliance and improvements inthis regards.
MANAGEMENT DISCUSSION AND ANALYSIS :
The Management Discussion and Analysis Report for the year under review as stipulatedas a Separate section forming part of this Annual Report.
I would like to end by expressing my sincere appreciation for the continued support ofthe shareholders employees Tainwala Group suppliers and commercial partners during theyear. I would also like to thank my colleagues on the Board for their support and guidanceto the Company's management which goes a long way in encouraging the management inmeeting the challenges in the growth path.
| ||By Order of the Board |
| ||Rakesh Dungarmal Tainwala |
| ||(DIN: 00237671) |
| ||Managing Director & Chairman |
|Place: Mumbai || |
|Date: 10th May 2017 || |
ANNEXURE A' TO THE DIRECTORS' REPORT :
Information as per Section 134(3)(m) of the Companies Act 2013 read with the Rule 8(3)of the Companies (Accounts) Rules 2014 and forming part of the Directors' Report.
A. Conservation of Energy:
a) Energy Conservation measures taken:
1. Provided better load management.
2. Provided automatic power factor control unit.
3. Provided Voltage Stabilizer.
4. Reduced breakdown by proper preventive maintenance.
5. Provided PLC controlled systems on machine.
6. Provided extra -insulation on chilled water pipelines to reduce energy consumption.The dedicated team of professional is focusing on energy conservation across manufacturingsites.
b) Impact of the measures at (a) above for reduction of energy Consumption andconsequent impact on the cost of production :
Implementations of the aforementioned measures have resulted in efficient energymanagement.
c) Power & Fuel Consumption :
| ||Year ended 31/03/17 ||Year Ended 31/03/16 |
|a) Electricity : || || |
|Units Purchased ||966048 ||887872 |
|Total amount (Rs.) ||4836601 ||4013055 |
|Rate per Unit (Rs.) ||5.00 ||4.52 |
|b) Own Generation through Diesel Generator : || || |
|Units Generated ||9860 ||9240 |
|Quantity of Diesel Used ||2900Ltrs ||2800Ltrs |
|Total Amount (Rs.) ||157279 ||136456 |
|Cost per unit (Rs.) ||15.95 ||14.76 |
|c) Consumption per unit of production Details : || || |
|Production (Kgs) ||675215 ||778898 |
|Power Consumption (Rs.) ||5001741 ||4149512 |
|Cost per Unit Rs. ||Rs. 7.4 per kg. ||Rs.5.32 per kg. |
B. TECHNOLOGY ABSORPTION:
1. Research and Development (R & D):
a) Specific areas in which R & D carried out in the Company.
c) Future Plan of Action:
On-going Development in product quality and process conditions.
d) Expenditure on R & D:
Expenditure on R & D is an ongoing process at every stage of operation and formspart of the regular activities of the Company and hence the cost element in the form of R& D is not easily identifiable.
2. Technology Absorption Adaptation and Innovation:
The company has not acquired any indigenous or imported technology.
C. Foreign Exchange Earnings and Outgoings;
|Particular ||2017 ||2016 |
|Foreign Exchange Earning ||NIL ||NIL |
|Foreign Exchange Outgoings ||19067396 ||47858043 |