Tainwala Chemicals & Plastics (India) Limited
Your Directors have pleasure in presenting the 35thAnnual Report and AuditedStatement of Accounts for the Year ended 31st March 2020.
| || ||(Rs. in Lacs) |
| ||Year ended 31st March 2020 ||Year ended 31st March 2019 |
|Income from Sale ||1057.77 ||1152.90 |
|Other Income ||686.48 ||563.81 |
|Total Income ||1744.25 ||1716.71 |
|Profit before Depreciation ||485.09 ||219.74 |
|Less: Depreciation ||(49.75) ||(41.05) |
|Profit for the year before tax & exceptional items ||435.34 ||178.69 |
|Add: Exceptional Items ||-- ||-- |
|Profit before taxation ||435.34 ||178.69 |
|Less: Provision for Tax ||(168) ||26.66 |
|Net Profit after Tax ||433.66 ||205.35 |
|Remeasurement of gains (losses) on defined benefit plans ||0.92 ||(0.71) |
|Equity Instruments through Other Comprehensive Income ||445.79 ||(52.35) |
|Balance b/f from previous year ||4003.64 ||3851.35 |
|Less: Adjustment for Depreciation as per schedule II to the companies Act 2013 ||- ||- |
|Surplus (Deficit) carried to Balance Sheet ||4884.03 ||4003.64 |
The financial year 2019-20 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.1057.77 lakhs and a competitive Net Profit ofRs. 433.66 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 the exchange.
VOLUNTARY DELISTING FROM BOMBAY STOCK EXCHANGE:
The Company has applied for delisting of its Equity shares under regulation 6(a) of theSEBI (Delisting of Equity Shares) Regulations 2009 from BSE Limited. Equity Shares of theCompany will continue to remain listed on the National Stock Exchange of India Limited(NSE) having nationwide Trading terminal and hence no exit opportunity is required to begiven to public shareholders under SEBI (Delisting of Equity Shares) Regulations 2009.
PARTICULARS OF EMPLOYEES:
The Percentage of remuneration of each Director Chief Financial Officer and CompanySecretary during the financial year 2019-20 ratio of the remuneration of each Director tothe median of remuneration of the employees of the Company for the Financial Year 2019-20and 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 2019-20 the percentage increase inremuneration of Chief Executive Officer Chief Financial Officer and Other ExecutiveDirector and Company Secretary during the financial year 2019-20.
|Sr.No. ||Name of Director and Designation ||Remuneration of Directors for financial year 2019-20 (in Rs.) ||Ratio of remuneration of each Director/ to median remuneration of employees ||% increase in Remuneration in the Financial Year 2019-20 |
|1. ||Mr. Rakesh Tainwala ||7380000 ||44.30:1 ||13.76 |
|2. ||Mrs. Simran Ram Mansukhani ||1442562 ||8.66:1 ||- |
|3. ||Ms. Ruchira Singhania ||191580 ||1.15:1 ||- |
ii) The percentage increase in the median remuneration of Employees for the financialyear was 3.30.
iii. The Company has 51 permanent Employees on the payroll of Company as on 31stMarch2020.
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 2020 was Rs.37.08 Crores as compared to Rs. 56.27 Crores as on 31st March 2019.
The price earnings ratio of the Company was 8.42 as at 31st March 2020 ascompare to 27.44 as at 31st March 2019. The closing share price of the Companyat BSE Limited on 31thMarch 2020 was Rs. 39.00/- per equity share of facevalue of Re. 10/- each.
vii. Average percentage increase made in the salaries of Employees other than themanagerial personnel in the financial year was 2.22% 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
ix. It is hereby affirmed that the remuneration paid during the year is as per theRemuneration Policy of the Company.
DETAILS OF DIRECTORS AND KEY MANGERIAL PERSONNEL:
Your Company has 6 (Six) Directors consisting of 3 (Three) Executive Directors(Managing Director & Director) and 3 (Three) Independent Directors as on 31stMarch 2020. There has been no change in the constitution of Board during the year underreview i.e. the structure of the Board remains the same.
In line with the amended SEBI Listing Regulations the Company has obtained acertificate from Mr.Malay Mukeshbhai Shah Proprietor of M/s. Malay Shah & AssociatesCompany Secretaries confirming that none of the directors on the Board of the Companyhave been debarred or disqualified from being appointed or continuing as directors ofcompanies.
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)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. 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. MalayShah & Associates Practicing Company Secretaries Mumbai as its Secretarial Auditorsto conduct the secretarial audit of the Company for the financial year 2020-21
The Company provided all assistance and facilities to the Secretarial Auditor forconducting their audit. The Report of Secretarial Auditor for the financial year 2019-20is 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. Your Companyhas received necessary certificate form M/s. GMJ & Co. Chartered Accountantsconfirming that they satisfy the criteria provided under section 141 of the Companies Act2013 and are not disqualified from continuing as Statutory Auditors of the Company. TheAuditors Report for 2019-20 does not contain any qualification reservation or adverseremarks
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 2020.
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.
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.
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 and details of these committees are given in theCorporate Governance Report which is annexed to 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 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 March2020 is set out as Annexure and forms part of this report.
Your Company accord to high priority to quality safety training development healthand environment. The Company endeavours to ensure continuous compliance and improvementsin this 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 |
| ||Mr. Rakesh Dungarmal Tainwala |
| ||DIN: 00237671 |
|Place: Mumbai ||Managing Director & Chairman |
|Date: 29lh July 2020 || |