Tainwala Chemicals & Plastics (India) Limited
Your Directors have pleasure in presenting the 30th Annual Report and Audited Statementof Accounts for the Year ended 31st March 2015.
|Financial Results: || ||(Rs. in Lacs) |
| ||Year ended ||Year ended |
| ||31st March 2015 ||31st March 2014 |
|Income from Sale ||984.05 ||841.75 |
|Other Income ||388.24 ||173.27 |
|Total Income ||1372.29 ||1015.02 |
|Profit before Depreciation ||286.33 ||106.80 |
|Less: Depreciation ||(76.37) ||(70.65) |
|Profit for the year before || || |
|tax & exceptional items ||209.96 ||36.15 |
|Add: Exceptional Items || || |
|Profit before taxation ||209.96 ||36.15 |
|Less: Provision for Tax ||(7.20) ||(6.00) |
|Add: Tax adjustment relating to earlier years ||- ||- |
|Net Profit after Tax ||202.76 ||30.15 |
|Balance b/f from previous year ||213.22 ||183.07 |
|Less: Adjustment for Depreciation as || || |
|per schedule II to the companies Act2013 ||52.25 ||-- |
|Surplus (Deficit) carried to Balance Sheet ||363.73 ||213.22 |
The financial year 2014-15 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. 984.05 lakhs and a competitive Net Profit ofRs. 202.76 lakhs.
Considering the future prospects and better operations of the company the board isdeciding not to declare dividend for the year under review.
FIXED DEPOSITS :
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 Bombay Stock Exchange Limited (BSE)and the National Stock Exchange of India Limited (NSE). Annual Listing fee has been paidto exchange.
PARTICULARS OF EMPLOYEES :
The Percentage of remuneration of each Director Chief Financial officer and CompanySecretary during the financial year 2014-15 ratio of the remuneration of each Director tothe medium of remuneration of the employees of the Company for the Financial Year 2014-15and 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 2014i) Ratio of the remuneration of each Executive Director to the median remuneration of theEmployees of the Company for the financial year 2014-15 the percentage increase inremuneration of Chief Executive Officer Chief Financial Officer and other ExecutiveDirector and Company Secretary during the financial year 2014-15.
|Sr.No. ||Name of Director ||Remuneration of Directors for financial year 2014-15 (in Rs. ) ||Ratio of remuneration of each Director/ to median remuneration of employees ||% increase in Remuneration in the Financial Year 2014-15 |
|1. ||Mr. Dungarmal Tainwala ||821400 ||6.63:1 ||0% |
|2. ||Mr. Rakesh Tainwala ||2367000 ||19.10:1 ||0% |
|3. ||Mrs. Simran Ram || || || |
| ||Mansukhani ||653711 ||5.27:1 ||0% |
ii. The percentage increase in the median remuneration of Employees for the financialyear was 16.69%. iii. The Company has 46 permanent Employees on the payroll of Company ason 31st March 2015. iv. Relationship between average increase in remuneration andCompanys performance: The reward philosophy of the Company is to provide marketcompetitive total reward opportunity that has a strong linkage to and drives performanceculture. Every year the salary increases for the Company are decided on the basis of abenchmarking exercise that is undertaken with similar profile organizations. The finalsalary increases given are a function of Companys market competitiveness in thiscomparator group as well as overall business affordability. During the year similarapproach was followed to establish the remuneration increases to the Employees. Variablecompensation is an integral part of our total reward package and is directly linked to anindividual performance rating and business performance. Salary increases during the yearwere in line with Companys performance as well as per Companys marketcompetitiveness. v. Comparison of the remuneration of the Key Managerial Personnel againstthe performance of the Company: In line with Companys reward philosophy meritincreases and annual bonus pay-outs of its Employees including Key Managerial Personnelare directly linked to individual performance as well as that of the business. Given thesuperior business performance and the performance rating of the Key Managerial Personnelappropriate reward by way of merit increase or variable pay have been awarded to the KeyManagerial Personnel for the current year.
This was duly reviewed and approved by the Nomination & Remuneration Committee ofthe Company. vi. The Market Capitalisation of the Company as on 31st March 2015 was Rs.20.13crores as compared to Rs. 16.01 crores as on 31st March 2014.
The price earnings ratio of the Company was 9.90 as on 31st March 2015 as compare to53.4375 as on 31st March 2014. The closing share price of the Company at BSE Limited on31st March 2015 was Rs. 21.50/- per equity share of face value of Rs. 10/- each. vii.Average percentage increase made in the salaries of Employees other than the managerialpersonnel in the financial year was 23% whereas the increase in the managerialremuneration was  %. The average increases every year is an outcome of Companysmarket competitiveness as against its peer group companies. In keeping with our rewardphilosophy and benchmarking results the increases this year reflect the market practice.Viii The ratio of the remuneration of the highest paid Director to that of the Employeeswho are not Directors but receive remuneration in excess of the highest paid Directorduring the year: Not Applicable ix. It is hereby affirmed that the remuneration paidduring the year is as per the Remuneration Policy of the Company.
Your Company has 7 (Seven) Directors consisting of 1 (One) Promoter and Whole time Director 2 (Two) Executive Directors (Managing Director & Director) and 4 (Four)Independent Directors as on 31st March 2015.
DIRECTORS RESIGNATION :
During the period under review Mr. Dungarmal Tainwala has resigned from the Board ofDirectors of the Company w. e. f. 27/07/2015 due to his health problems.
DIRECTORS RESPONSIBILITY STATEMENT :
The Directors Responsibility Statement referred to in clause (c) of sub section (5) of Section 134 of the Companies Act 2013 shall state that (a) In thepreparation of the annual accounts the applicable accounting standards had been followedalong with proper explanation relating to material departures; (b) The directors haveselected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company at the end of the Financial year and of the profit and loss ofthe Company for that period; (c) They have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of CompaniesAct 2013 for safeguarding the assets of the Company and for preventing and detectingfraud and other irregularities; (d) they have prepared the annual accounts on a goingconcern basis; and (e) they have laid down internal financial controls for the Company andsuch internal financial controls are adequate and were 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 allthe Independent Directors of the Company have submitted their declarations stating thatthey meet the criteria of independence as provided in sub-section (6) of the section 149of the above said Act and Clause 49 of the Listing Agreement with the Stock Exchanges.
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 2014-15. TheCompany provided all assistance and facilities to the Secretarial Auditor for conductingtheir audit. The Report of Secretarial Auditor for the financial year 2014-15 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 2015-16.
M/s. Rungta & Associates Chartered Accountants having firm registrationno.108888W retire at the ensuing Annual General Meeting and being eligible have offeredthemselves for Re-appointment. The Company has received a letter as required under section139(1) of the Companies Act 2013 from M/s Rungta & associates confirming theireligibility and willingness to act as statutory auditors if reappointed. Members arerequested to elect auditors for the current year and fix their remuneration.
CORPORATE GOVERNANCE CLAUSE 49 OF THE LISTING AGREEMENT :
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 clause 49 of Listing Agreement is alsoannexed.
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 Agreement the Board has constituted an AuditCommittee Nomination and Remuneration Committee Stakeholders RelationshipCommittee and Risk Management Committee and details of these committees are given in theCorporate Governance Report which is annexed to the Directors Report .
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.
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 notes to 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 arms length basis and were in the ordinary course of business. There are nomaterially significant related party transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the Company at large. All Related Party Transactions areplaced before the Audit Committee and also the Board for approval. The particulars ofcontracts or arrangements entered into by the Company with related parties referred to insub-section (1) of section 188 of the Companies Act 2013 disclosed in Form No. AOC -2 andis set out as Annexure and forms part of this report.
EXTRACT OF THE ANNUAL RETURN :
Pursuant to sub section 3(a) of the Section 134 and sub section (3) ofSection 92 of the Companies Act 2013 read with Rule 12 of the Companies (Management andAdministration) Rules 2014 the extracts of the Annual Return as on 31st March 2015 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 stipulatedunder Clause 49 of the listing agreement with the Stock Exchanges in India is presented ina 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 Companys management which goes a long way in encouraging the management inmeeting the challenges in the growth path.
| ||By Order of the Board |
| ||Mr. Dungarmal Tainwala |
|Place: Mumbai ||(DIN : 00294150) |
|Date: 26/05/2015 ||Chairman |