Tainwala Chemicals & Plastics (India) Limited
Your Directors have pleasure in presenting the 34th Annual Report and Audited Statementof 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 |
|Other Income ||563.81 ||968.68 |
|Total Income ||1716.71 ||2118.33 |
|Profit before Depreciation ||219.74 ||675.69 |
|Less: Depreciation ||(41.05) ||(39.08) |
|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 || || |
|Comprehensive Income ||(52.35) ||172.58 |
|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 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.1152.90 lakhs and a competitive Net Profit ofRs. 205.35 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 the Bombay Stock Exchange Limited(BSE) and the National Stock Exchange of India Limited (NSE). Annual Listing fee has beenpaid to exchanges.
PARTICULARS OF EMPLOYEES :
The Percentage of remuneration of each Director Chief Financial Officer and CompanySecretary during the financial year 2018-19 ratio of the remuneration of each Director tothe median of remuneration of the employees of the Company for the Financial Year 2018-19and 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 of theEmployees of the Company for the financial year 2018-19 the percentage increase inremuneration of Chief Executive Officer Chief Financial Officer and other ExecutiveDirector 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 financialyear was 7.35
iii. The Company has 55 Permanent Employees on the payroll of Company as on 31st March2019.
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 2019 was Rs. 56.27Crores 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 to13.47 as at 31st March 2018. The closing share price of the Company at BSE Limited on31th 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 themanagerial personnel in the financial year was 0.26% whereas the increase in themanagerial remuneration was as above as mentioned point (i). The average increases everyyear is an outcome of Company's market competitiveness as against its peer groupcompanies. In keeping with our reward philosophy and benchmarking results the increasesthis year reflect the market practice.
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.
Your Company has 6 (Six) Directors consisting of 3 (Three) Executive Directors(Managing Director & Director) and 3 (Three) Independent Directors as on 31st March2019.
RESIGNATION & APPOINTMENT OF COMPANY SECRETARY:
During the period under review Ms. Ruchira Singhania has been appointed in place ofMr. 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 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 judgements 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 allthe Independent Directors of the Company have submitted their declarations stating thatthey meet the criteria of independence as provided in subsection (6) of the section 149 ofthe above said Act and Regulation 25 of SEBI (Listing Obligation and DisclosureRequirement) 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 2018-19. TheCompany provided all assistance and facilities to the Secretarial Auditor for conductingtheir audit. The Report of Secretarial Auditor for the financial year 2018-19 is set outas 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.
The requirement of seeking ratification of the members for continuance of theirappointment has been withdrawn consequent upon the changes made by the Companies(Amendment) Act 2018 with effect from May 7 2018. Hence the resolution seekingratification of the members for their appointment is not being placed at the ensuingAnnual General Meeting.
Your Company has received necessary certificate form M/s. GMJ & Co. CharteredAccountants confirming that they satisfy the criteria provided under section 141 of theCompanies Act 2013 and are not disqualified from continuing as Statutory Auditors of theCompany.
The Auditors Report for 2018-19 does not contain any qualification reservation oradverse remarks.
CORPORATE GOVERNANCE :
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 32 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) 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 at 31st March 2019 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
Mr. Rakesh Dungarmal Tainwala
Managing Director & Chairman
Date: 20th May 2019