Tainwala Chemicals & Plastics (India) Ltd Directors Report.

To

The Members,

Tainwala Chemicals & Plastics (India) Limited

Your Directors have pleasure in presenting the 36thAnnual Report and Audited Statement of Accounts for the Year ended 31st March, 2021.

Financial Results:

(Rs. in Lacs)

Particulars Year ended 31st March, 2021 Year ended 31st March, 2020
Income from Sale 646.76 1057.77
Other Income 261.80 686.48
Total Income 908.56 1744.25
Profit before Depreciation 15.44 485.09
Less: Depreciation 47.92 (49.75)
Profit for the year before tax & exceptional items (32.47) 435.34
Add: Exceptional Items -- --
Profit before taxation -- 435.34
Less: Provision for Tax -- (168)
Net Profit/loss after Tax (32.47) 433.66

OPERATIONS:

The financial year 2020-21 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.646.76 lakhs.

DIVIDEND:

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.

DEPOSITORIES:

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.

INSURANCE:

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 the National Stock Exchange exchange.

VOLUNTARY DELISTING FROM BOMBAY STOCK EXCHANGE:

The Company has applied for delisting of its Equity shares under regulation 6(a) of the SEBI (Delisting of Equity Shares) Regulations, 2009 from BSE Limited in June, 2020. Equity Shares of the Company 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 be given 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 Company Secretary during the financial year 2020-21, ratio of the remuneration of each Director to the median of remuneration of the employees of the Company for the Financial Year 2020-21 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.

Ratio of the remuneration of each Executive Director to the median remuneration of the Employees of the Company for the financial year 2020-21, the percentage increase in remuneration of Chief Executive Officer, Chief Financial Officer and Other Executive Director and Company Secretary during the financial year 202021.

Sr. Name of Director and No Designation Remuneration of Directors for financial year 2020-21 (in Lacs) Ratio of remuneration of each Director/ to median remuneration of employees % increase in Remuneration in the Financial Year 2020-21
1. Mr. Rakesh Tainwala 67.20 50.35:1 --
2. Mrs. Simran Ram Mansukhani 14.30 9.68:1 -
3. Ms. Ruchira Singhania 1.51 1.02:1 -

ii. The percentage increase in the median remuneration of Employees for the financial year was NIL.

iii. The Company has 45 permanent Employees on the payroll of Company as on 31st March, 2021.

iv. Relationship between average increase in remuneration and Companys performance:

The individual increment is decided on the basis of employees potential, experience, contribution to companys 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 companys performance and as per companys 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, companys performance and as measure to motivate them for better future performance to achieve organizations growth expectations.

vi. The Market Capitalisation of the Company as on 31st March, 2021 was Rs. 53.37 Crores as compared to Rs. 37.08 Crores as on 31st March, 2020.

vii. There is no change in the managerial remuneration.

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.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Your Company has 6 (Six) Directors consisting of 3 (Three) Executive Directors (Managing Director &

Director) and 3 (Three) Independent Directors, as on 31st March, 2021. There has been no change in the constitution of Board during the year under review i.e. the structure of the Board remains the same.

In line with the amended SEBI Listing Regulations, the Company has obtained a certificate from Mr. Malay Mukeshbhai Shah, Proprietor of M/s. Malay Shah & Associates, Company Secretaries, confirming that none of the directors on the Board of the Company have been debarred 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 of the meetings are furnished in the corporate governance report which forms part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT:

The Directors 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 judgments 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 sub-section (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. Ms. Dishaa R. Mansukhani 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 2020-21

The Company provided all assistance and facilities to the Secretarial Auditor for conducting their audit. The Report of Secretarial Auditor for the financial year 2020-21 is set out as Annexure and forms part of this report.

AUDITORS:

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. The Auditors Report for 2020-21, does not contain any qualification, reservation or adverse remarks

There was no occurrence of fraud pursuant to Section 143 (12) of The Companies Act, 2013. This is also being supported by the report of the auditors of the company as no fraud has been reported in their Report for the Financial Year ended 31st March, 2021.

As recommended by Audit Committee, the Board of directors have proposed M/s. KC Mehta & Co., Chartered Accountants firm (FRN: 106237W) for appointment as Statutory auditor of the company for a period of five years effective from 36th AGM to 41st AgM (i.e. FY 2021-22 to 2025-26) for approval of the members at ensuing 36th AGM. The Company has received consent letters along with certificate from the Auditor under the provisions of the Companies Act, 2013, stating that they are not disqualified from acting as Statutory Auditors of the Company.

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, Stakeholders Relationship Committee and details of these committees are given in the Corporate Governance Report which is annexed to the Directors 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 behaviour 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.

CORPORATE SOCIAL RESPONSIBILITY:

The provisions of the Companies Act 2013 relate to Corporate Social Responsibility are not applicable to your company as yet.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future

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 arms 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 36 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, 2021 is set out as Annexure and forms part of this report.

QUALITY:

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.

VIGIL MECHANISM:

Your Company has an effective Vigil Mechanism system which is embedded in its Code of Conduct. ANNUAL PERFORMANCE EVALUATION BY THE BOARD:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, the Board has carried out an Annual Performance Evaluation of its own performance, the Directors 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 stipulated as 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 Company Secretaries of India on Board and General Meetings.

ACKNOWLEDGEMENT

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 Companys management, which goes a long way in encouraging the management in meeting the challenges in the growth path.

By Order of the Board
Rakesh Dungarmal Tainwala
Place: Mumbai DIN: 00237671
Date: 11lh May, 2021 Managing Director & Chairman