Tainwala Chemicals & Plastics (India) Ltd

To the Members,

The Directors submit the Annual Report of the Company together with the auditedstatement of accounts for the year ended March 31, 2010.

Financial Results:

OPERATIONS:

The financial year 2009-10 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. 760.90 lakhs and a competitive Net Profitbefore exceptional items of Rs. 169.77 lakhs.

DIVIDEND:

Though the Company has earned profits during the year, in view of the accumulatedlosses, your Directors are unable to recommend any dividend for the year.

FIXED DEPOSITS:

During the year under review, the Company has not accepted any deposits within themeaning of Section 58-A of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS /OUTGOINGS:

Information pursuant to Section 217(1)(e) of the Companies Act, 1956 read with theCompanies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988is given in Annexure "A" o t this report.

PARTICULARS OF EMPLOYEES:

The information as required under Section 217(2A) of the Companies Act, 1956 read withCompanies (Particulars of Employees) Rules, 1975 is as under:

STATEMENT U/S 217 2(A) OF THE COMPANIES ACT, 1956 READ WITH THE COMPANIES (PARTICULARSOF EMLPOYEES) RULES, 1975 AND FORMING PART OF DIRECTORS' REPORT FOR THE YEAR ENDED 31STMARCH, 2010.

EMPLOYED FOR FULL YEAR AND IN RECEIPT OF REMUNERATION FOR THE YEA R WHICH IN AGGREGATEWAS NOT LESS THAN Rs. 24,00,000 P.A.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and Company's Articles ofAssociation, Mr. Subhash Kadakia retires by rotation at this Annual General Meeting andbeing eligible, offers himself for re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Board of Directors of theCompany hereby state and confirm that:

(i) in the preparation of the Annual Accounts, the applicable accounting standards hadbeen followed along with proper explanation relating t o material departures;

(ii) the Directors had 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 of the Company for the year;

(iii) the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act,1956for safeguarding the assets of the Company and for preventing and detecting frauds andother irregularities;

(iv) the Directors had prepared the annual accounts on a going concern basis.

AUDITORS:

You are requested to appoint the Auditors for the current year and to fix theirremuneration. M/S. Rungta & Associates, Chartered Accountants, retire at the ensuingAnnual General Meeting and being eligible have offered themselves for Re-appointment.

BOARD COMMITTEES:

In order to ensure compliance with the applicable provisions of the Companies Act,1956as well as the provisions of the Listing Agreement the Board has constituted an AuditCommittee, Shareholders/ Investors Grievance Committee and Remuneration Committee. Detailsof these committees are given in the Corporate Governance Report which is annexed to theDirectors' Report.

CORPORATE GOVERNANCE:

During the year under review, your Company has taken adequate steps to ensure that allmandatory provisions of Corporate Governance as stipulated in clause 49 of the ListingAgreement have been complied with. A separate Report on Corporate Governance along withthe Auditors' Certificate on its compliance is given in "Annexure B" to thisReport.

AUDITORS' REPORT:

With reference to the auditors comments in para 3(a) and 3(b) of Annexure to theAuditors Report, management would like to state that these loans were given in earlieryears and the Company is confident of recovering the full amount.

WHOLE-TIME COMPANY SECRETARY:

Mr. Anirudh Kumar Tanvar has been appointed Whole time Company Secretary W.e.f. 01 stApril 2009. He shall also act as the Compliance Officer of the Company. Mr. Vikas Lad,Whole-time Company Secretary of the Company has resigned w.e.f. 15th April, 2009.

PERSONNEL:

Your Directors are pleased to inform you that employee relations continued to becordial and peaceful both at the factory and at the office during the year under review.

APPRECIATION:

Your Directors place on record their sincere appreciation for the co-operation receivedby the Company from its Bankers, Shareholders, Customers, Dealers and Suppliers. YourDirectors also wish to place on record their sincere appreciation for the valuablecontributions made by the employees at all levels.

For and on behalf of the Board of Directors

ANNEXURE 'A' TO THE DIRECTORS' REPORT:

Information as per Section 217 (1) (e) of the Companies Act, 1956,read with theCompanies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988,and forming part of the Directors' Report for the year ended 31st March,

2010.

a) Energy Conservation measures taken:

1. Provided better load management.

2. Provided automatic power factor control unit.

3. Provided Voltage Stabilizer.

4. Reduced breakdown by proper preventive maintenance.

5. Provided PLC controlled systems on machine

6. Provided extra-insulation on chilled water pipelines to reduce energy consumption.

b) Impact of the measures at (a) above for reduction of energy consumption andconsequent impact on the cost of production

Implementations of the aforementioned measures have resulted in efficient energymanagement.

c) Power & Fuel Consumption:

1. Research and Development (R & D):

a) Specific areas in which R & D carried out in the Company.

Nil.

b) Benefits:

Not Applicable

c) Future Plan of Action:

On-going Development in product quality and process conditions.

d) Expenditure on R & D:

Expenditure on R & D is an on going process at every stage of operation and formspart of the regular activities of the Company and hence the cost element in the form of R& D is not easily identifiable.

2. Technology Absorption, Adaptation and Innovation:

The company has not acquired any indigenous or imported technology.

C. Foreign Exchange Earnings and Outgoings;

Total Foreign Exchange earned: Rs. Nil

Total Foreign Exchange used: Rs. 1,90,31,6537-

(As required under the Revised Clause 49 of the Listing Agreement entered intowith the Stock Exchanges)

Corporate Governance broadly refers to a set of rules and practices designed to governthe behaviour of corporate enterprises. It refers to a system by which Companies aregoverned, controlled and managed. A detailed Report on Corporate Governance as per theformat prescribed 50 by SEBI and incorporated in Clause 49 of the Listing Agreement is setout below.

1. COMPANY'S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE:

Corporate Governance is a system by which companies are governed, controlled andmanaged. Your Company's philosophy on Corporate Governance envisages accountability,responsibility and transparency in the conduct of the Company's business and its affairsvis-a-vis its employees, shareholders, bankers, lenders, government, suppliers, dealersetc. and accordingly lays great emphasis on regulatory compliances. In addition toemphasis on various regulatory compliances your Company strives to ensure that highstandards of professionalism and ethical conduct are maintained throughout theorganization. Your Company continues to give high priority to the principles and practiceof Corporate Governance and has accordingly benchmarked its practices with the existingguidelines of corporate governance as laid down in the Listing Agreement.

2. BOARD OF DIRECTORS:-

COMPOSITION AND CATEGORY:-

The Company has an optimum combination of Executive and Non-Executive Directors. TheBoard of Directors comprises of 5 (Five) Directors i.e. 2 (two) Executive Directors and 3(Three) Non Executive Directors. During the year, the Board was headed by a ExecutiveChairman - Mr. Dungarmal Tainwala. All the members of the Board are persons withconsiderable experience and expertise in their respective fields like industry, finance,technology, management and law.

The Board's composition is in accordance with the requirements of Clause 49(I)(A) ofthe Listing Agreement.

None of the Directors on the Board is a member of more than 10 (ten) committees andChairman of more than 5 (five) committees as per clause 49(l)(C)(ii) across all companiesin which they are Directors.

The Composition of the Board of Directors during the year as well as details of outsidedirectorships and other board committees of which the Company's Directors are members isas under:

Notes:

/'. Independent Director means a director as defined under revised Clause 49 of theListing Agreement

ii. Only two committees viz; Audit Committee and Shareholders/Investors GrievanceCommittee have been considered as per revised Clause 49 of the Listing agreement.

None of the Non-executive Directors hold any shares in the Company except Mr. SubhashKadakia - Independent Director who holds 200 equity shares in the Company.

The meetings of the Board of Directors are held in Mumbai at the registered office ofthe Company. Meetings are scheduled well in advance and notice and detailed agenda of eachboard meeting is given ni writing to each Director. The Board meets at least once aquarter inter- alia, to review the quarterly performance and financial results and the gapbetween two meetings is not more than four months.

BOARD MEETINGS AND ANNUAL GENERAL MEETINGS:

During the financial year ended 31stMarch, 2010 5(Five) Board Meetings were held i.e.on 27.04. 27,P6>2J$9,. 2Z.07.2009, 30.10.2009, 29.01.2010.

The last i.e. the 24th Annual General Meeting of the Company was held on Wednesday 23rdSeptember 2009. Details of attendance of each Director at the Board Meeting and at theAnnual General Meeting are given below:

INFORMATION REQUIRED UNDER CLAUSE 49(IV)(G) OF THE LISTING AGREEMENT ON DIRECTORSSEEKING APPOINTMENT / RE-APPOINTMENT:

3. BOARD COMMITTEES:-

The Board had constituted the following committees of Directors.

I AUDI T COMMITTEE:

The Audit Committee comprises of three members all Non-Executive Independent Directors.

A. COMPOSITION OF AUDIT COMMITTEE:

The Composition of the Audit Committee during the financial year is as follows

All the members of the Audit Committee are financially literate. Mr. Subhash Kadakia,Chairman, Mr. Abhay Sheth and Mr. Mayank Dhulkhoya are technically qualified and are alsoDirector in other companies and are having good financial and accounting background.

B. TERMS OF REFERENCE OF AUDIT COMMITTEE:

The Committee inter alia dealt with accounting matters, financial reporting andinternal controls. The powers and terms of reference of the Audit Committee are in linewith the requirements of revised clause 49 of the Listing Agreement as well as Section292A of the Companies Act, 1956.

C. DETAILS OF AUDIT COMMITTEE MEETINGS AND ATTENDANCE OF MEMBERS:

5 (Five) Audit Committee meetings were held during the year i.e. on 27.04.2009,27.06.2009, 27.07.2009, 30.10.2009, 29.01.2010.

SHAREHOLDERS/INVESTORS GRIEVANCE COMMITTEE:-

The Share Transfer / Investor Grievance Committee:

approves and monitors transfers and transmission of shares, splitting and consolidationof shares and issue of duplicate share certificates.

monitors redressal of complaints received from shareholders relating to transfer andtransmission of shares, issue of duplicate share certificates, non-receipt of AnnualReports, dematerialization of shares etc.

A. COMPOSITION AND DETAILS OF SHAREHOLDERS / INVESTORS GRIEVANCE COMMITTEE:

Mr. Subhash Kadakia-Non-Executive and Independent Director is the Chairman of theShareholders / Investors Grievance Committee.

During the year 2009-2010 the Committee held 12 (Twelve) meetings on 30.05.2009,30.06.2009, 17.08.2009, 30.09.2009, 16.11.2009, 30.11.2009, 15.12.2009, 31.12.2009,15.01.2010, 30.01.2010, 26.02.2010, and 31.03.2010

The Composition of the Shareholders/Investors Grievance Committee and the attendance ofeach member during the year 2009-2010 are detailed below:-

B. Status of Shareholders/Investors Grievances and their Redressal:

C. Name and Designation of Compliance Officer:

Mr. Anirudh Kumar Tanvar-Whole-Time Company Secretary is appointed as ComplianceOfficer of the Company with effect from 27th April, 2009.

III. REMUNERATION COMMITTEE:

The Remuneration Committee comprises of 3 Non-Executive independent Directors asmembers viz. Shri. Abhay Sheth, Shri. Subhash Kadakia and Shri. Mayank Dhuldhoya. Shri.Abhay Sheth is the Chairman of the Committee.

No meeting of remuneration committee was held during the year.

The scope and function of the Remuneration Committee covers the requirements of thcoae of Corporate Governance of the Listing Agreement and the provisions of Schedule XIIIand any other provisions, if any, of the Companies Act, 1956. The broad terms of referenceof the Committee are t o recommend to the Board the Remuneration package includingperquisites payable to the Company's Managing Director and Whole-Time Director.

4. REMUNERATION OF DIRECTORS:

A. REMUNERATION POLICY:

The remuneration committee shall have power to consider and recommend the remunerationpayable to Managing Director and Whole-Time Director of the Company which shall be duly,approved by the Board and the Shareholders of the Company and if necessary and, ifrequired prior Central Government approval shall be taken for the same.

B. REMUNERATION OF MANAGING DIRECTOR & WHOLE-TIME DIRECTORS:

The Remuneration (including perquisites and benefits) paid to the Managing Directorduring the year ended 31st,March, 2010 is as follows:

** includes Company's contribution to Provident Fund.

The Non-Executive Directors of the Company do not draw any remuneration from theCompany other than sitting fees for attending Board and Committee meetings.

Details of Sitting Fees paid to Non - Executive Directors for attending Board andCommittee Meeting during the year-2009-2010 are given below:-

*** Includes Shareholders I Investors Grievance Committee Meeting, Audit CommitteeMeeting and Remuneration Committee Meeting.

The Company did not have any pecuniary relationship or transactions with Non-ExecutiveDirectors except payment of sitting fees, reimbursement of expenses incurred for traveletc. for attending Board/ Committee Meetings. Notice period, severance fees andperformance-linked incentive are not stipulated in their terms of appointments.

5. GENERAL BODY MEETINGS:

a. Details of Previous Three Annual General Meetings:

b. Special resolutions passed in the previous three AGMs are as below:

c. No resolutions were put through Postal Ballot last Year, d. No resolutions areproposed to be carried out by Postal Ballot this Year.

6. OTHER DISCLOSURES:

a. During the year under review, besides the transactions reported in the Notes to theAccounts for the year, there were no other related party transactions of material natureby the Company with its promoters, directors, management and subsidiaries or relativesetc.

b. The Company has duly complied with all the mandatory requirements as per Clause 49of the Listing Agreement.

c. Compliance with Non-mandatory requirements is furnished separately under the heading"Non-mandatory Requirements".

7. MEANS OF COMMUNICATION:

Quarterly Unaudited Financial Results are published in the "Free PressJournal" and "Navshakti" newspapers. The Annual Audited Accounts are alsolike-wise published. The half yearly Report is not sent separately to each household ofthe Shareholders. Annual Reports are sent to each shareholders at their address registeredwith the Company.

Website: www.tainwala.in

No presentation to any institutional investors or analysts has been made during theyear ended 31st March, 2010.

8 CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct for all the Board members andSenior Management of the Company to ensure adherence to a high ethical professionalconduct by them in the discharge of their duties. All the Board members and SeniorManagement personnel have affirmed compliance with the Code of Conduct for the year2009-10. A Declaration to this effect signed by Chief Executive Officer (CEO) of theCompany is annexed to this report.

9. GENERAL SHAREHOLDER INFORMATION:

b) Financial Calendar: 1 April to 31 March

k) Distribution of Shareholdings as on 31st March, 2010:

I) Shareholding pattern as on 31st March, 2010:

m) Status of Dematerialisation of Shares as on 31st March, 2010:

s) Management Discussion and Analysis Report :

The Management Discussion and Analysis Report is given as an Annexure to the Directors'Report.

t) Risk Management Framework:

The Board members discuss about the risk assessment and minimization procedures.

Remuneration Committee:

The Company has set up a Remuneration Committee as per the details under Item no. 3 -III of this report.

Other Requirements:

The Company is yet to adopt the other non-mandatory requirements like sending of thehalf yearly financial performance including summary of significant events in past sixmonths to shareholders, restricting the tenure of the independent directors in theaggregate to a period of nine years on the

Board of the Company, unqualified financial statements, training of Board members,mechanism of evaluation of Non-executive Board members and Whistle Blower Policy and wouldbe complied with at an appropriate time later.

11. The CEO and CFO have certified to the Board of Directors with regard to thefinancial statements and other matters as required by the Clause 49 of the ListingAgreement. The certificate is annexed to this report.

12. The Company has obtained the certificate from its statutory auditors regardingcompliance with the provisions relating to corporate governance laid down in the Clause 49of the Listing Agreement.

The report is annexed to this report.

AUDITORS ' CERTIFICATE

To

The Members of

Tainwala Chemicals and Plastics (India) Ltd.

We have examined the compliance of conditions of Corporate Governance by TainwalaChemicals And Plastics (India) Ltd. for the year ended 31st March 2010, as stipulated inclause 49 of the listing Agreement of the said Company with Stock Exchanges in India.

The compliance of conditions of Corporate Governance is the responsibility of themanagement. Our examination was carried out in accordance with guidance note oncertification of the Corporate Governance (As stipulated in clause 49 of the listingAgreement) issued by the Institute of Chartered Accountants of India and was limited toprocedures and implementation thereof, adopted by the Company for ensuring compliance ofthe conditions of the Corporate Governance. It is neither an audit nor an expression ofopinion on the Financial Statements of the Company.

In our opinion and to the best of our information and according to the explanationsgiven to us and the representations made by the directors and management, we certify thatthe company has complied with the conditions of corporate governance as stipulated in theabove mentioned listing agreement. We further state that such an compliance is neither anassurance to the future viability of the Company nor the efficiency or effectiveness withwhich the management has conducted the affairs of the Company.

DECLARATION BY CHIEF EXECUTIVE OFFICER / MANAGING DIRECTOR

I, Rakesh Tainwala, Managing Director of Tainwala Chemicals and Plastics (India)Limited hereby certify and acknowledge that all the members of the Board of Directors andthe Senior Management Personnel of the Company have complied with the Code of Conduct ofthe Company and have already given the annual affirmation of the compliance with the Codeof Conduct.

CERTIFICATE PURSUANT TO CLAUSE 49 (V) OF THE LISTING AGREEMENT

We Mr. Rakesh Tainwala - Managing Director and Mrs. Simran Mansukhani - Chief FinancialOfficer of the Company hereby certify that:

(a) We have reviewed financial statements and the cash flow statement for the yearended 31st March, 2010 and that to the best of our knowledge and belief:

(i) these statements do not contain any materially untrue statement or omit anymaterial fact or contain statements that might be misleading;

(ii) these statements together present a true and fair view of the company's affairsand are in compliance with existing accounting standards, applicable laws and regulations.

(b) To the best of our knowledge and belief, no transactions have been entered into bythe company during the year 2009-10 which are fraudulent, illegal or violative of thecompany's code of conduct.

(c) We accept responsibility for establishing and maintaining internal controls forfinancial reporting and we have evaluated the effectiveness of internal control systems ofthe Company pertaining to financial reporting and we have disclosed to the auditors andthe Audit Committee those deficiencies of which we are aware in the design or operation ofinternal control systems and have taken the required steps to rectify the deficiency.

(d) We have informed the auditors and the Audit Committee:

i. about significant changes in internal control over financial reporting during theyear;

ii. that there have been no significant changes in accounting policies during the year;

iii. that there have been no instances of significant fraud of which we have becomeaware and the involvement therein of the management or an employee having a significantrole in the Company's internal control system over financial reporting.