Tainwala Chemicals & Plastics (India) Limited
Your Directors have pleasure in presenting the 34th Annual Report and Audited Statement of Accounts for the Year ended 31st March 2019.
Financial Results: (Rs. in Lacs)
|Year ended 31st March 2019 As per Ind As||Year ended 31st March 2018 As per Ind As|
|Income from Sale||1152.90||1149.65|
|Profit before Depreciation||219.74||675.69|
|Profit for the year before tax & exceptional items||178.69||636.51|
|Add: Exceptional Items|
|Profit before taxation||178.69||636.51|
|Add: Adjustment of tax of earlier periods||26.67|
|Net Profit after Tax||205.35||636.51|
|Remeasurement of gains(losses) on defined benefit plans||(0.71)||3.54|
|Equity Instruments Through Other|
|Balance b/f from previous year||3851.35||3038.72|
|Less: Adjustment for Depreciation as per schedule II to the Companies Act 2013||-||-|
|Surplus (Deficit) carried to Balance Sheet||4003.64||3851.35|
The financial year 2018-19 was a year of challenges and uncertainties for businesses across various segments of industry with the financial crisis and volatile Markets but your Company continues to demonstrate the robustness of its business model. Your Company has been able to achieve a turnover of Rs.1152.90 lakhs and a competitive Net Profit of Rs. 205.35 lakhs.
Considering the future prospects and better operations of the company the board is deciding 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 of the 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 the Rule 8 of The Companies (Accounts) Rules 2014 is given in Annexure A to this report.
The Company is registered with both National Securities Depositories Limited (NSDL) and Central Depository (Services) Limited (CDSL). The shareholders can take advantage of holding their shares in dematerialized mode.
All the assets of the Company wherever necessary and to the extent required have been insured.
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 exchanges.
PARTICULARS OF EMPLOYEES :
The Percentage of remuneration of each Director Chief Financial Officer and Company Secretary during the financial year 2018-19 ratio of the remuneration of each Director to the median of remuneration of the employees of the Company for the Financial Year 2018-19 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:
Statement of Disclosure of Remuneration under Section 197 of Companies Act 2013 and Rule 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 of the Employees of the Company for the financial year 2018-19 the percentage increase in remuneration of Chief Executive Officer Chief Financial Officer and other Executive Director and Company Secretary during the financial year 2018-19.
|Name of Director and Designation||Remuneration of Directors for financial year 2018-19 (in Rs.)||Ratio of remuneration of each Director/ to median remuneration of employees||% increase in Remuneration in the Financial Year 2018-19|
|1. Mr. RakeshTainwala||6487200||40.23||58.74|
|2. Mrs. Simaran R Mansukhaani||1442562||8.95||1.18|
|3. Ms. Ruchira Singhania||63840||0.40||NA|
|(From 07th December2018)|
iii. The percentage increase in the median remuneration of Employees for the financial year was 7.35
iii. The Company has 55 Permanent Employees on the payroll of Company as on 31st March 2019.
iv. Relationship between average increase in remuneration and Company's performance:
The individual increment is decided on the basis of employees potential experience contribution to company's progress over a time and bench marking exercise that is undertaken with the similar profile organizations consideration of cost of living adjustments/inflation. Salary increase during the year was in line with company's performance and as per company's market competitiveness in peer group.
v. Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company: Average increase in remuneration of key managerial personnel is based on individual performances company's performance and as measure to motivate them for better future performance to achieve organization's growth expectations.
vi. The Market Capitalisation of the Company as on 31st March 2019 was Rs. 56.27 Crores as compared to Rs. 85.81 Crores as on 31st March 2018.
The price earnings ratio of the Company was 27.44 as at 31st March 2019 as compare to 13.47 as at 31st March 2018. The closing share price of the Company at BSE Limited on 31th March 2019 was Rs. 60.10/- per equity share of face value of Re. 10/- each.
vii. Average percentage increase made in the salaries of Employees other than the managerial personnel in the financial year was 0.26% whereas the increase in the managerial remuneration was as above as mentioned point (i). The average increases every year is an outcome of Company's market competitiveness as against its peer group companies. In keeping with our reward philosophy 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 Employees who are not Directors but receive remuneration in excess of the highest paid Director during the year: None
ix. It is hereby affirmed that the remuneration paid during the year is as per the Remuneration Policy of the Company.
Your Company has 6 (Six) Directors consisting of 3 (Three) Executive Directors (Managing Director & Director) and 3 (Three) Independent Directors as on 31st March 2019.
RESIGNATION & APPOINTMENT OF COMPANY SECRETARY:
During the period under review Ms. Ruchira Singhania has been appointed in place of Mr. Alfez Solanki on the post of Company Secretary w. e. f. 07th December 2018.
NUMBER OF BOARD MEETINGS:
During the Year 6(Six) meetings of the Board of Directors were held. The details of the meetings are furnished in the corporate governance report which forms part of this Annual 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 had been followed along with proper explanation relating to material departures;
(b) The directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial year and of the profit and loss of the Company for that period;
(c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(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 internal financial controls are adequate and were operating effectively.
(f) The Directors had devised proper system to ensure compliance with the provisions of all 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 the Independent Directors of the Company have submitted their declarations stating that they meet the criteria of independence as provided in subsection (6) of the section 149 of the above 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 and implemented by the Company are adequate. During the year under review no material or serious observations has been received from the Auditors of the Company for inefficiency or 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 and Remuneration of Managerial Personnel) Rules 2014 your Company had appointed M/s. Malay Shah & Associates Practicing Company Secretaries Mumbai as its Secretarial Auditors to conduct the secretarial audit of the Company for the financial year 2018-19. The Company provided all assistance and facilities to the Secretarial Auditor for conducting their audit. The Report of Secretarial Auditor for the financial year 2018-19 is set out as Annexure and forms part of this report.
Pursuant to the provisions of Section 139 of the Companies Act 2013 (the Act) read with 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. Chartered Accountants (Firm Registration no. 103429W) were appointed as Statutory Auditors of the Company for a term of five (5) years to hold office from the conclusion of Thirty first Annual General Meeting of the Company held on 20th September 2016 subject to ratification of their appointment at every subsequent Annual General Meeting.
The requirement of seeking ratification of the members for continuance of their appointment has been withdrawn consequent upon the changes made by the Companies (Amendment) Act 2018 with effect from May 7 2018. Hence the resolution seeking ratification of the members for their appointment is not being placed at the ensuing Annual General Meeting.
Your Company has received necessary certificate form M/s. GMJ & Co. Chartered Accountants confirming that they satisfy the criteria provided under section 141 of the Companies Act 2013 and are not disqualified from continuing as Statutory Auditors of the Company.
The Auditors Report for 2018-19 does not contain any qualification reservation or adverse remarks.
CORPORATE GOVERNANCE :
A separate Section on Corporate Governance with a detailed compliance report and the Certificate from The Practicing Chartered Accountant with respect to compliance with the provisions of Corporate Governance as required by Regulation 27 of the Listing Regulation is also annexed.
AUDITORS' REPORT :
With reference to the Auditors comments in Para 3(a) 3(b) of Annexure to the Auditors Report Management would like to state that these loans were given in earlier years and the Company is confident of recovering the full amount.
BOARD COMMITTEES :
In order to ensure compliance with the applicable provisions of the Companies Act 2013 as well the provisions of the Listing Regulation the Board has constituted an Audit Committee Nomination and Remuneration Committee Stakeholder's Relationship Committee and Risk Management Committee and details of these committees are given in the Corporate Governance Report which is annexed to the Director's Report.
RISK MANAGEMENT :
The Board of directors of the company has formulated risk management policy which aims at enlarging shareholders value and providing an optimum risk reward trade off. The risk management approach is based on a clear understanding of the variety of risks that the organization faces disciplined risk monitoring and measurement and continues risk assessment and mitigation measures.
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES :
Your Company recognizes the value of transparency and accountability in its administrative and management practices. The Company promotes the ethical behavior in all its business activities. The Company has adopted the Whistle Blower Policy and Vigil Mechanism in view to provide a mechanism for the Directors and employees of the Company to approach Audit Committee of the Company to report existing/probable violations of laws rules regulations or unethical conduct.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION PROHIBITION 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 Complaints Committee. 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 Section 186 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 on an arm's length basis and wherein the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters Directors Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions were placed before the Audit Committee as also the Board for approval. The particulars of contracts or arrangements 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 out as Annexure and forms part of this report.
Your Directors draw attention of the members to Note 32 to the financial statement which 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 92 of the Companies Act 2013 read with Rule 12 of the Companies (Management and Administration) Rules 2014 the extracts of the Annual Return as at 31st March 2019 is set out as Annexure and forms part of this report.
Your Company accord to high priority to quality safety training development health and environment. The Company endeavors to ensure continuous compliance and improvements in this regards.
MANAGEMENT DISCUSSION AND ANALYSIS :
The Management Discussion and Analysis Report for the year under review as stipulated as a Separate section forming part of this Annual Report.
I would like to end by expressing my sincere appreciation for the continued support of the shareholders employees Tainwala Group suppliers and commercial partners during the year. I would also like to thank my colleagues on the Board for their support and guidance to the Company's management which goes a long way in encouraging the management in meeting the challenges in the growth path.
By Order of the Board
Mr. Rakesh Dungarmal Tainwala
Managing Director & Chairman
Date: 20th May 2019