Tainwala Chemicals & Plastics (India) Limited
Your Directors have pleasure in presenting the 37thAnnual Report and Audited Statementof Accounts for the Year ended 31st March 2022.
Financial Results: (Rs. in Lacs)
|Particulars ||Year ended 31st March 2022 ||Year ended 31st March 2021 |
|Income from Sale ||772.01 ||646.76 |
|Other Income ||480.59 ||261.80 |
|Total Income ||1252.60 ||908.56 |
|Profit before Depreciation ||74.98 ||15.44 |
|Less: Depreciation ||38.13 ||47.92 |
|Profit for the year before tax & exceptional items ||36.86 ||(32.47) |
|Add: Exceptional Items ||-- ||-- |
|Profit before taxation ||-- ||-- |
|Less: Provision for Tax ||-- ||-- |
|Net Profit/loss after Tax ||36.86 ||(32.47) |
The financial year 2021-22 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.772.01 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 been paid to theNational Stock Exchange and Bombay Stock Exchange.
PARTICULARS OF EMPLOYEES:
The Percentage of remuneration of each Director Chief Financial Officer and CompanySecretary during the financial year 2021-22 ratio of the remuneration of each Director tothe median of remuneration of the employees of the Company for the Financial Year 2021-22and 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.
Ratio of the remuneration of each Executive Director to the median remuneration of theEmployees of the Company for the financial year 2021-22 the percentage increase inremuneration of Chief Executive Officer Chief Financial Officer and Other ExecutiveDirector and Company Secretary during the financial year 2021-22.
|Sr. Name of Director and Designation No ||Remuneration of Directors for financial year 2021-22 (in Lacs) ||Ratio of remuneration of each Director/ to median remuneration of employees ||% increase in Remuneration in the Financial Year 2021-22 |
|1. Mr. Rakesh Tainwala ||67.20 ||27.78:1 ||- |
|2. Mrs. Simran Ram Mansukhani ||16.80 ||7.50:1 ||- |
|3. Ms. Ruchira Singhania ||1.79 ||0.83:1 ||- |
ii. The percentage increase in the median remuneration of Employees for the financialyear was 29.66. iii. The Company has 39 permanent Employees on the payroll of Company ason 31st March 2022. iv. Relationship between average increase in remuneration andCompany'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 personnel is based on individualperformances company's performance and as measure to motivate them for better futureperformance to achieve organization's growth expectations. vi. The Market Capitalisationof the Company as on 31st March 2022 was Rs. 64.33 Crores as compared to Rs. 53.37 Croresas on 31st March 2021. vii. There is no change in the managerial remuneration. viii. Theratio of the remuneration of the highest paid Director to that of the Employees who arenot Directors but receive remuneration in excess of the highest paid Director during theyear: None ix. It is hereby affirmed that the remuneration paid during the year is as perthe Remuneration Policy of the Company.
DETAILS OF DIRECTORS AND KEY MANGERIAL PERSONNEL:
Your Company has 5 (Five) Directors consisting of 3 (Three) Executive Directors(Managing Director & Director) and 2 (Two) Independent Directors as on 31st March2022. There has been change in the constitution of Board during the year under review. Thesame is discussed as under;
Mr. Ketan Dhirajlal Barai (DIN: 00039816) Independent Director has resigned w.e.f.10th February 2022 and Mr. Uday Ramniklal Mehta (DIN: 00569577) has been appointed asAdditional Independent Director w.e.f. 4th May 2022 subject to approval of the members atthe ensuing Annual General Meeting.
Further Mr. Ketan Dhirajlal Barai (DIN: 00039816) has been appointed as AdditionalIndependent Director w.e.f. 23rd May 2022 subject to approval of the members at theensuing Annual General Meeting.
In line with the amended SEBI Listing Regulations the Company has obtained acertificate from Mr. Prabhat Maheshwari Partner of M/s. GMJ & Associates CompanySecretaries confirming that none of the directors on the Board of the Company have beendebarred or disqualified from being appointed or continuing as directors of companies.
DETAILS OF SUBSIDIARY JOINT VENTURE AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary Joint venture or Associate Company
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) ofSection 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) Thedirectors have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the Financial year and of the 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. (f) TheDirectors had devised proper system to ensure compliance with the provisions of allapplicable 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. Ms. Dishaa R. Mansukhani is the Internal Auditor of theCompany.
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. GMJ& Associates Practicing Company Secretaries Mumbai as its Secretarial Auditors toconduct the secretarial audit of the Company for the financial year 2021-22
The Company provided all assistance and facilities to the Secretarial Auditor forconducting their audit. The Report of Secretarial Auditor for the financial year 2021-22is set out as Annexure and forms part of this report.
Pursuant to the provisions of Section 139 of the Companies Act 2013 (the Act) readwith the Companies (Audit and Auditors) Rules 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) M/s. GMJ & Co. CharteredAccountants (Firm Registration no. 103429W) were appointed as Statutory Auditors of theCompany for a term of five (5) years to hold office from the conclusion of Thirty firstAnnual General Meeting of the Company held on 20th September 2016 subject toratification of their appointment at every subsequent Annual General Meeting. Therequirement of seeking ratification of the members for continuance of their appointmenthas been withdrawn consequent upon the changes made by the Companies (Amendment) Act 2018with effect from May 7 2018. Hence the resolution seeking ratification of the members fortheir appointment is not being placed at the ensuing Annual General Meeting. The AuditorsReport for 2021-22 does not contain any qualification reservation or adverse remarks
There was no occurrence of fraud pursuant to Section 143 (12) of The Companies Act2013.This is also being supported by the report of the auditors of the company as no fraudhas been reported in their Report for the Financial Year ended 31st March 2022.
The Company has received consent letters along with certificate from the Auditor underthe provisions of the Companies Act 2013 stating that they are not disqualified fromacting as Statutory Auditors of the Company.
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.
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 anddetails of these committees are given in the Corporate Governance Report which is annexedto the Director's Report.
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 behaviour 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.
CORPORATE SOCIAL RESPONSIBILITY:
The provisions of the Companies' Act 2013 relate to Corporate Social Responsibility arenot applicable to your company as yet.
DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNAL
No significant or material orders were passed by the Regulators or Courts or Tribunalswhich impact the going concern status and Company's operations in future
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) Act2013 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 36 to the financial statementwhich sets out related party disclosure.
EXTRACT OF THE ANNUAL RETURN:
Pursuant to Section 92 of the Act read with the applicable Rules the Annual Return forthe year ended March 31 2022 can be accessed on the Company's website at www.tainwala.in.
Your Company accord to high priority to quality safety training development healthand environment. The Company endeavors to ensure continuous compliance and improvements inthis regards.
Your Company has an effective Vigil Mechanism system which is embedded in its Code ofConduct.
ANNUAL PERFORMANCE EVALUATION BY THE BOARD:
Pursuant to the provisions of the Companies Act 2013 and the SEBI Listing Regulationsthe Board has carried out an Annual Performance Evaluation of its own performance theDirectors individually as well as the evaluation of the working of the Committees.
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.
COMPLIANCE WITH SECRETARIAL STANDARD
Your Company has complied with Secretarial Standard issued by the Institute of CompanySecretaries of India on Board and General Meetings.
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 ||Simran Mansukhani |
| ||DIN: 00237671 ||DIN: 06500475 |
| ||Managing Director & Chairman ||Director |
|Place: Mumbai || || |
|Date: 23rd May 2022 || || |