To
The Members,
Tainwala Chemicals and Plastics (India) Limited
Your Directors have pleasure in presenting the 38th
Directors Report along with the Audited financial statements for the year ended
March 31,2023.
1. FINANCIAL RESULTS:
(Rs. in Lacs)
| Particulars |
Financial Year 2022-23 |
Financial Year 2021-22 |
| Revenue from Operations |
1283.37 |
772.01 |
| Other Income |
977.23 |
480.59 |
| Total Income |
2260.60 |
1252.60 |
| Profit before Depreciation |
433.16 |
74.98 |
| Less: Depreciation |
44.30 |
38.13 |
| Profit for the year before tax & exceptional items |
388.86 |
36.86 |
| Add: Exceptional Items |
|
|
| Profit before Tax |
388.86 |
36.86 |
| Less: Provision for Tax |
60.71 |
|
| Net Profit/ Loss after Tax |
328.15 |
36.86 |
| Earnings per share (EPS) |
|
|
| Basic |
3.50 |
0.39 |
| Diluted |
3.50 |
0.39 |
2. STATE OF THE COMPANYS AFFAIRS:
During the Financial Year under review, your Company registered a total
revenue of Rs. 1283.37 Lakhs as against Rs. 772.01 Lakhs in the previous year. The profit
after tax for the year stood at Rs. 328.15 Lakhs as against Rs. 36.86 Lakhs in the
previous year.
Outlook of the business has been discussed in detail in the Management
Discussion and Analysis which forms part of this Annual Report.
3. CHANGE IN THE NATURE OF BUSINESS:
During the Financial Year under review, there has been no change in the
nature of business of the Company, except Company have amended the main object clause of
Memorandum of Association of Company by inserting new main object in addition to existing
object, to trade in commodities by way of approval of members obtained by passing of
resolution through Postal Ballot as on March 28, 2023.
4. DIVIDEND:
Considering the future prospects and better operations of the Company,
the Board of Directors does not recommend payment of dividend on the Equity Shares of the
Company for the financial year ended March 31,2023.
5. TRANSFER TO RESERVES:
Your Board does not propose to transfer any amount to the General
Reserve and has decided to retain the entire amount of profit for the Financial Year ended
March 31,2023 in the profit and loss account.
6. TRANSFER OF UNCLAIMED/ UNPAID AMOUNT TO INVESTOR EDUCATION AND
PROTECTION FUND:
Your Company does not have any funds as contemplated under Section 125
of the Act lying unpaid or unclaimed which were required to be transferred to Investor
Education and Protection Fund (IEPF).
7. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS
FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
No material changes and commitments affecting the financial position of
the Company occurred between the end of the financial year to which this financial
statements relate and the date of this report.
8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION
186 OF THE COMPANIES ACT, 2013:
The particulars of loans, guarantees and investments by your Company
pursuant to the provisions of Section 186 and Section 134(3)(g) of the Companies Act, 2013
during the Financial Year 2022-23 are disclosed under the respective Schedules/ Notes in
the Financial Statements.
9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
All Related Party Transactions entered into by your Company during the
Financial Year 2022-23 were on arms length basis and in the ordinary course of
business. There were no material significant Related Party Transactions entered into by
the Company with its Promoters, Directors, Key Managerial Personnel or other Designated
Persons which may have a potential conflict with the interest of the Company.
All Related Party Transactions have been placed before the Audit
Committee for their approval and to the Board, as and when required.
In certain cases, prior omnibus approval of the Audit Committee is
obtained on a yearly basis. The transactions entered into pursuant to the omnibus approval
so granted are reviewed by the Audit Committee on a quarterly basis.
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 A"
and forms part of this report.
Attention of the Shareholders is also drawn to the disclosure of
transactions with Related Parties as set out in Note No. 35 of the Financial Statements,
forming part of the Annual Report.
The Policy of Related party transactions/ Disclosures are approved by
the Board is posted on the Companys website viz.
https://www.tainwala.in/policies.html
10. DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES:
The Company does not have any Subsidiary, Joint venture or Associate
Company.
11. DEPOSITS:
Your Company has neither accepted/ renewed any deposits from public
during the year nor has any outstanding Deposits in terms of Section 76 of the Companies
Act, 2013 and the Rules framed there under.
12. SHARE CAPITAL AND LISTING OF SECURITIES:
During the Financial Year under review, there was no change in the
capital structure of the Company. Consequently, the issued, subscribed and paid-up equity
share capital of the Company is Rs. 9,36,38,630/- (Rupees Nine Crores Thirty Six Lakhs
Thirty Eight Thousand Six Hundred and Thirty only) divided into 93,63,863 (Ninety Three
Lakhs Sixty Three Thousand Eight Hundred and Sixty Three) Equity Shares of Rs. 10/- each.
The Company has not issued shares with differential voting rights or
granted any stock options or issued any sweat equity or issued any Bonus Shares. Further,
the Company has not bought back any of its securities during the year under review and
hence no details/ information invited in this respect.
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 and Bombay Stock Exchange.
13. DEPOSITORIES:
The Company is registered with both National Securities Depository
Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The shareholders
can take advantage of holding their shares in dematerialized mode.
14. INTERNAL FINANCIAL CONTROLS:
The Company has an Internal Financial Controls (‘IFC)
framework, commensurate with the size, scale, and complexity of the Companys
operations and is in line with requirements of the Companies Act, 2013.
The Board of Directors of the Company is responsible for ensuring that
IFC have been laid down by the Company and that such controls are adequate and operating
effectively. The internal control framework has been designed to provide reasonable
assurance with respect to recording and providing reliable financial and operational
information, complying with applicable laws, safeguarding assets from unauthorised use,
executing transactions with proper authorisation and ensuring compliance with corporate
policies. The Company has laid down Standard Operating Procedures and policies to guide
the operations of each of its functions. Business heads are responsible to ensure
compliance with these policies and procedures.
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.
15. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Act, the Board of Directors of your
Company to the best of their knowledge and ability hereby state and confirm 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 had 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) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the company and for preventing and detecting fraud and
other irregularities;
(d) the Directors had prepared the annual accounts on a going concern
basis; and
(e) the Directors, had laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively.
(f) the Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
16. DIRECTORS AND KEY MANAGERIAL PERSONNEL AND CHANGES AMONG THEM:
A. Composition of Board of Directors:
As on March 31, 2023, the Board of Directors of the Company comprises 8
(Eight) Directors as follows:
| Sr. No. Name of Director |
Designation |
| 1 Mr. Ramesh Tainwala |
Managing Director |
| 2 Mr. Ayush Tainwala |
Executive Director |
| 3 Mrs. Simran Mansukhani |
Chief Financial Officer & Director |
| 4 Mr. Rakesh Tainwala |
Non-Executive Director |
| 5 Mr. Mayank Dhuldhoya |
Independent Director |
| 6 Mr. Ketan Barai |
Independent Director |
| 7 Mr. Uday Mehta |
Independent Director |
| 8 Mr. Devendra Anand |
Independent Director |
B. Key Managerial Personnels:
Pursuant to the provisions of Section 203 of the Act, Mr. Ramesh
Tainwala, Managing Director, Mrs. Simran Mansukhani, Chief Financial Officer and Director
& Ms. Aarti Parmar, Company Secretary are the Key Managerial Personnel of the Company
as on March 31,2023.
C. The changes in the constitution of Board of Directors during the
Financial year under review:
i. Resignations:
1. Mr. Abhay Munagekar, an Independent Director of the Company,
resigned as such w.e.f. August 8, 2022.
2. Mr. Rajkumar Tainwala, Executive Director of the Company,
resigned as such w.e.f. August 8, 2022.
ii. Appointment of Directors:
1. Mr. Ayush Tainwala had been appointed as an Executive Director of
the Company w.e.f. August 8, 2022. The same was approved by the members of the Company by
ordinary resolution passed in the Extra Ordinary General Meeting held on October 28, 2022.
2. Mr. Ketan Barai had been appointed as an Independent Director of the
Company for a period of five years from May 23, 2022 upto May 22, 2027. The same was
approved by the members of the Company by passing special resolution in the Annual General
Meeting of the Company held on August 2, 2022.
3. Mr. Uday Mehta was appointed as an Additional Independent Director
of the Company w.e.f. May 4, 2022 to hold the office as such upto the Annual General
Meeting of the Company held on August 2, 2022. As he did not wished to get re-appointed,
he vacated the office as such under section 161 of the Companies Act, 2013 w.e.f. August
2, 2022.
Mr. Uday Mehta was further appointed as an Independent Director of the
Company for a period of five years w.e.f. August 8, 2022 upto August 7, 2027. The same was
approved by the members of the Company by passing ordinary resolution in the Extra
Ordinary General Meeting held on October 28, 2022.
However, pursuant to Regulation 25(2A) of the SEBI (LODR) Regulations,
2015 appointment of an Independent Director of a listed entity, shall be subject to the
approval of shareholders by way of a special resolution. Accordingly, your Board
recommends to the members, the ratification of appointment of Mr. Uday Mehta by passing
Special Resolution at the ensuing Annual General Meeting.
4. Mr. Devendra Anand was appointed as an Independent Director of the
Company for a period of five years w.e.f. August 8, 2022 upto August 7, 2027. The same was
approved by the members of the Company by passing ordinary resolution in the Extra
Ordinary General Meeting held on October 28, 2022.
However, pursuant to Regulation 25(2A) of the SEBI (LODR) Regulations,
2015 appointment of an Independent Director of a listed entity, shall be subject to the
approval of shareholders by way of a special resolution. Accordingly, your Board
recommends to the members, the ratification of appointment of Mr. Devendra Anand by
passing Special Resolution at the ensuing Annual General Meeting.
D. Changes in Key Managerial Personnel of the Company during the
Financial year under review:
1. The term of appointment of Mr. Rakesh Tainwala as a Managing
Director was expiring on June 25, 2022. He was re-appointed as a Managing Director by the
members of the Company for the further period of five years in the Annual General Meeting
of the Company held on August 2, 2022 to hold office as such upto June 25, 2027.
However, Mr. Rakesh Tainwala had stepped down from the position of
Chairman and Managing Director of the Company and continuing with the Company as a
Non-Executive Director of the Company w.e.f August 8, 2022. The Board of Directors had
approved the same in their meeting held on August 8, 2022.
2. Mr. Ramesh Tainwala had been appointed as a Chairman and Managing
Director of the Company w.e.f. August 9, 2022. The members had approved the same in their
extra ordinary general meeting held on October 28, 2022 for the period of five years, to
hold the office as such from August 9, 2022 upto August 8, 2027.
3. Ms. Ruchira Singhania, Company Secretary & Compliance Officer of
the Company resigned from her position w.e.f. May 24, 2022.
4. Ms. Aarti Parmar was appointed as a Company Secretary and Compliance
Officer of the Company w.e.f. November 9, 2022.
5. There is no change in the position of Chief Financial Officer during
the financial year under review.
iii. Retire by Rotation:
1. In accordance with the provisions of the Act and in terms of the
Articles of Association of the
Company, Mrs. Simran Mansukhani (DIN: 06500475), is liable to retire by
rotation at the forthcoming Annual General Meeting (‘AGM), and being eligible
offers herself for re-appointment.
A detailed note, profile and explanatory statement for the aforesaid
re-appointment is provided in the notice of AGM.
17. COMMITTEES OF BOARD:
In order to ensure compliance with the applicable provisions of the
Companies Act, 2013 as well the provisions of the SEBI Listing Regulation, the following
statutory Committees constituted by the Board and they function according to their
respective roles and defined scope:
• Audit Committee
• Nomination and Remuneration Committee
• Stakeholders Relationship Committee
The Committees of the Board focus on certain specific areas and make
informed decisions in line with the delegated authority.
Details of composition, terms of reference and number of meetings held
for respective Committees are given in the Report on Corporate Governance, which forms a
part of this Annual Report.
18. MEETINGS OF THE BOARD AND ITS COMMITTEES CONDUCTED DURING THE YEAR:
Seven meetings of the Board of Directors were held during the year.
The details of (a) the meetings of the Board, (b) meetings of
Committees, held during the year and (b) composition and terms of reference of the
Committees are furnished in the Corporate Governance Report which forms a part of this
Annual Report.
19. DECLARATION BY AN INDEPENDENT DIRECTOR UNDER SECTION 149(6):
Pursuant to the provisions of Section 149(7) of the Act, the
Independent Directors have submitted declarations that each of them meets the criteria of
independence as provided in Section 149(6) of the Act along with Rules framed thereunder
and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the
circumstances affecting their status as Independent Directors of the Company.
20. DISCLOSURE UNDER SECTION 164(2) OF THE COMPANIES ACT, 2013
The Company has received disclosures in Form DIR - 8 from all the
Directors of the Company and the Board had noted that the none of the Director is
disqualified under Section 164(2) of the Companies Act, 2013 read with Rule 14(1) of
Companies (Appointment and Qualification of Directors) Rules, 2014.
21. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO
INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT
DIRECTORS:
The Board of Directors have evaluated the Independent Directors during
the year 2022-23 and opined that the integrity, expertise and experience (including
proficiency) of the Independent Directors is satisfactory.
22. CODE OF CONDUCT:
The Company has adopted a Code of Conduct for Board of Directors, Core
Management Team and Employees. In addition, it suitably incorporates the duties of
Independent Directors as laid down in the Act. The Code lays down the standard of conduct
which is expected to be followed by the insiders in their business dealings and in
particular on matters relating to integrity in the workplace, in business practices and in
dealing with stakeholders. The same can be accessed using the following link:
https://www.tainwala.in/code of conduct.html.
The Members of the Board and the Senior Management personnel of the
Company have confirmed compliance with the Code of Conduct of the Company.
Further, in accordance with the SEBI (Prohibition of Insider Trading)
Regulations, 2015 ("PIT Regulations"), as amended from time to time, the Board
had adopted the Code of Conduct to Regulate, Monitor and Report Trading In Securities by
Insiders ("the Insider Code"). This Insider Code is applicable to all Directors,
Promoters, such identified Designated Persons and their Immediate Relatives and other
Connected Persons who are expected to have Unpublished Price Sensitive Information
relating to the Company. The same can be accessed using the following link:
https://www.tainwala.in/code of conduct.html.
23. BOARD EVALUATION:
Pursuant to the provisions of the Act and Regulation 17 of the SEBI
Listing Regulations, the Board has carried out an annual performance evaluation of its own
performance, the Directors individually and its Committees.
The evaluation of the Directors, Board and Committees were carried out
including, Board structure and composition, establishment and delineation of
responsibilities to Committees, effectiveness of Board processes, information flow,
functioning of the Board/ Committees, Board culture and dynamics, quality of relationship
between the Board and Management, contribution to decisions of the Board, guidance/
support to Management outside Board/ Committee meetings.
The Nomination & Remuneration Committee has laid down the
evaluation framework for assessing the performance of Directors comprising of the
following key areas:
• Attendance in meetings of the Board and its Committees.
• Quality of contribution to Board deliberations.
• Strategic perspectives or inputs regarding future growth of
Company and its performance.
• Providing perspectives and feedback going beyond information
provided by the management.
• Commitment to shareholders and other stakeholder interests.
24. POLICY ON DIRECTORS, KMPs AND EMPLOYEES APPOINTMENT AND
REMUNERATION:
In terms of the provisions of Section 178(3) of the Act and Regulation
19 read with Part D of Schedule II to the SEBI Listing Regulations, the Nomination and
Remuneration Committee (NRC) is responsible for determining qualification, positive
attributes and Independence of a Director. The NRC is also responsible for recommending to
the Board, a policy relating to the remuneration of the Directors, KMP and other
employees.
The Companys policy on appointment of Directors (Board Diversity
Policy) is available on the Companys website at
https://www.tainwala.in/policies.html
The policy on remuneration and other matters (Nomination and
Remuneration Policy) provided in Section 178(3) of the Act is available on the
Companys website at https://www.tainwala.in/policies.html
25. PARTICULARS OF EMPLOYEE REMUNERATION:
The information required under Section 197(12) of the Act read with
Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014:
A. The Ratio of the Remuneration of each Director to the Median
remuneration of the Employees of the Company in the Financial Year 2022-23:
| Sr. Name of Director and No. Designation |
Remuneration for financial year 2022-23 (per
annum) (in Lacs) |
Median Remuneration Per Annum (INR) |
Ratio of remuneration of each Director/ to
Median Remuneration of Employees |
| 1. Mr. Ramesh Tainwala |
|
1.90 |
|
| 2. Mrs. Simran Mansukhani |
24.84 |
1.90 |
13.06:1 |
| 3. Ms. Aarti Parmar |
2.92 |
1.90 |
1.54:1 |
| 4. Mr. Rakesh Tainwala |
112.31 |
1.90 |
59.05: 1 |
B. The percentage increase in Remuneration of each Director, Chief
Financial Officer & Company Secretary in the financial year:
1. Mr. Ramesh Tainwala - Appointed as a Managing Director w.e.f. August
8, 2022 and not drawing any remuneration, hence comparison of figures is not applicable.
2. Mrs. Simran Mansukhani - 42.38%
3. Ms. Aarti Parmar - Appointed as a Company Secretary w.e.f. November
9, 2022, hence comparable figures are not available.
C. The percentage increase in the median remuneration of employees in
the Financial Year:
0.19%
D. The number of Permanent Employees on the rolls of Company as on
March 31, 2023: 23 (Twenty Three).
E. Average percentile increase already made in the salaries of
employees other than the Managerial Personnel in the last Financial Year and its
comparison with the percentile increase in the Managerial Remuneration and justification
thereof and any exceptional circumstances for increase in the Managerial Remuneration:
There is no increase in the average remuneration of employees other
than Key Managerial Personnel and increase in average remuneration of Key Managerial
Personnels remuneration is by 37.08%.
The reason being for no increase in remuneration is due to changes in
the employees due to resignations and appointment during the previous financial year and
current financial year.
F. Affirmation that the remuneration is as per the remuneration policy
of the Company:
Your Directors affirm that the remuneration is as per the remuneration
policy of the Company.
G. Details of Top Ten employees (Other than Directors and Key
Managerial Personnel) in terms of remuneration drawn and other Details:
1. Details of Top Ten employees in terms of remuneration:
A statement showing the names of the top ten employees in terms of
remuneration drawn and other particulars of the employees drawing remuneration in excess
of the limits set out in Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, as well as the names and other particulars of every
employee covered under the rule, are available at the registered office of the Company,
and any member interested in obtaining such information may write to the Company Secretary
and the same will be furnished without any fee.
2. Other Details:
a. The Company does not have any employee who employed throughout the
financial year, was in receipt of remuneration for that year which, in the aggregate, was
not less than One Crore and Two Lakh Rupees;
b. The Company does not have any employee who employed for a part of
the financial year, was in receipt of remuneration for any part of that year, at a rate
which, in the aggregate, was not less than Eight Lakh and Fifty Thousand Rupees per month;
c. The Company does not have any employee who employed throughout the
financial year or part thereof, was in receipt of remuneration in that year which, in the
aggregate, or at a rate which, in the aggregate, is in excess of that drawn by the
Managing Director or Whole-Time Director or Manager and holds by himself or along with his
spouse and dependent children, not less than two percent of the Equity shares of the
Company.
26. VIGIL MECHANISM:
In compliance with the provisions of section 177(9) of the Act, and
Regulation 22 of SEBI Listing Regulations, the Company has established a vigil mechanism
for the Directors and employees of the Company to report concerns about unethical
behavior, actual or suspected incidents of fraud or violation of Code of Conduct.
The detailed policy on Vigil mechanism is disclosed on the website of
the Company at https://www.tainwala.in/policies.html.
27. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:
Pursuant to requirements of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has a familiarization programme for
Independent Directors with regard to their role, rights, responsibilities in the Company,
nature of the industry in which the Company operates, business model of the Company etc.
The Board Members are provided with all necessary documents/ reports and internal policies
to enable them to familiarize with the Companys procedures and practices and keep
themselves abreast of the latest corporate, regulatory and industry developments.
The same has been posted on website of the Company viz.
https://www.tainwala.in/policies.html.
28. RISK MANAGEMENT:
The Company has in place a mechanism to identify, assess, evaluate,
monitor and mitigate various risks to key business objectives. Major risks identified by
the businesses and functions are systematically addressed through mitigating actions on a
continuing basis.
29. CORPORATE SOCIAL RESPONSIBILITY:
The Company has not developed and implemented any Corporate Social
Responsibility Initiatives as provisions of Section 135(1) of the Companies Act, 2013 read
with Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to
the Company.
30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS/ OUTGO:
The information on Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo stipulated under Section 134(3)(m) of the Act read
with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure
B".
31. AUDITORS:
A. STATUTORY AUDITORS:
Pursuant to the provisions of Section 139 of 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), members of the Company at their Thirty
Sixth Annual General Meeting of the Company held on September 28, 2021 had appointed M/s.
GMJ & Co, Chartered Accountants, (Firm Registration No. 103429W) as Statutory Auditors
of the Company for a period of Five (5) years, to conduct the Statutory Audit from the
Financial Year 2021-22 to Financial Year 2025-26 and to hold office from the conclusion of
36th AGM till the conclusion of 41st AGM to be held for Financial
Year 2025-26.
B. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION,
RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE:
The Statutory Auditors Report for FY 2022-23 does not contain any
qualification, reservation or adverse remarks.
The comments by the auditors in their report read along with
information and explanation given in notes to accounts are self-explanatory and do not
call for further explanation.
C. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:
Pursuant to the provisions of Section 204 of the Act read with Rule 9
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and
Regulation 24A of the SEBI Listing Regulations and other applicable provisions framed
thereunder, as amended, the Board of Directors had, upon recommendation of Audit
Committee, at their Board meeting held on May 23, 2022 had appointed M/s. GMJ &
Associates, Practicing Company Secretaries to conduct Secretarial Audit for the FY
2022-23.
The report of the Secretarial Auditor in Form No. MR-3 is attached as
"Annexure C". There are no qualifications, reservations or adverse remarks or
disclaimer made by the Secretarial Auditors in their Secretarial Audit Report for the year
ended March 31,2023.
The observations given by the Secretarial Auditors in their report are
self-explanatory and do not call for further explanation.
Further, in terms of the provisions of the Circular No. CIR/
CFD/CMD1/27/2019 dated February 8, 2019 issued by Securities and Exchange Board of India
(SEBI), M/s. GMJ & Associates, Practicing Company Secretaries have issued the Annual
Secretarial Compliance Report for the financial year ended March 31, 2023, thereby
confirming compliance of the applicable SEBI Regulations and circulars/ guidelines issued
there under by the Company.
D. INTERNAL AUDITORS:
The Company had appointed Ms. Satya Singh as Internal Auditor of the
Company for the Financial Year ended March 31,2023.
The Board of Directors in their Board Meeting held on May 10, 2023 have
appointed M/s. Gohil Tejas & Co., Chartered Accountants in practice having Firm
Registration No. 135813W, as an Internal Auditors of the Company for the financial year
2023-24.
32. REPORTING OF FRAUD:
During the year under review, the Statutory Auditors and Secretarial
Auditors have not reported any instances of frauds committed in the Company by its
officers or employees which were reported to the Audit Committee under Section 143(12) of
the Act, details of which need to be mentioned in this Report.
33. COST RECORDS:
The provisions of sub-section (1) of Section 148 of the Act are not
applicable to the Company as Central Government has not specified the maintenance of cost
records for any of the business activities of the Company.
34. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNAL:
During the period under review no material orders have been passed by
the regulators or courts or tribunals impacting the going concern status and
companys operations in future.
35. ANNUAL RETURN:
Pursuant to the provisions of Section 92(3) of the Companies Act, 2013
read with the Companies (Management and Administration) Amendment Rules, 2021, copy of
Annual Return in Form MGT-7 for the year ended March 31,2023 will be hosted on the website
of the Company, viz., www.Taiwala.in at the web link https://www.tainwala.in/financial
result.html.
36. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has zero tolerance towards sexual harassment at the
workplace and towards this end, has adopted a policy in line with the provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the
Rules there under.
The Company has complied with provisions relating to the constitution
of Internal Complaints Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 which redresses complaints received on
sexual harassment.
During the financial year under review, the Company has not received
any complaints of sexual harassment from any of the employees of the Company.
37. DETAILS OF PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016:
During the year under review, the Company has neither made any
application nor is any proceeding pending under the Insolvency and Bankruptcy Code, 2016.
Hence, no further disclosure is required in this regard.
38. DETAILS OF DIFFERENCE IN VALUATION FOR LOAN:
During the Financial year, the Company has not initiated One Time
Settlement with the Banks or Financial Institutions and therefore details of difference
between amount of the valuation done at the time of one time settlement and the valuation
done while taking loan is not applicable.
39. CORPORATE GOVERNANCE AND GENERAL SHAREHOLDER INFORMATION:
The requisite certificate from M/s. GMJ & Associates, Company
Secretary in Practice (CP No. 1432), Mumbai confirming compliance with the conditions of
Corporate Governance as stipulated under regulation 34(3) and schedule V of the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 is annexed to this Report as "Annexure D".
A separate section covering Corporate Governance as per the
requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
(LODR) is annexed to this Report as "Annexure E".
40. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report for the Financial Year
2022-23, as stipulated under Regulation 34(2) of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms a part of
the Annual Report as "Annexure F".
41. SECRETARIAL STANDARDS:
The Company complies with the Secretarial Standards, issued by the
Institute of Company Secretaries of India, which are mandatorily applicable to the
Company. The same has also been confirmed by Secretarial Auditors of the Company in the
Secretarial Audit Report.
42. CEO/ CFO CERTIFICATION:
In accordance with the provisions of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 pertaining to Corporate Governance norms, Mr.
Ramesh Tainwala, Managing Director and Mrs. Simran Mansukhani, Chief Financial Officer,
has certified, inter-alia, on review of financial statements and establishing and
maintaining internal controls for the financial year ended March 31,2023. The same is
annexed to this Report as "Annexure G".
43. ACKNOWLEDGEMENT:
Your Directors take this opportunity to thank the Companys
customers, members, vendors, Banker and other stakeholders for their continued support
during the year. Your Directors also place on record their appreciation for the excellent
contribution made by all Employees of the Company through their commitment, competence,
co-operation and diligence to duty in achieving consistent growth for the Company.
|
For and on behalf of Board of Directors Tainwala Chemicals
and Plastics (India) Limited |
|
Sd/- Sd/- |
|
Ramesh Tainwala Simran Mansukhani |
| Place: Mumbai |
DIN: 00234109 DIN: 06500475 |
| Date: August 8, 2023 |
Managing Director & Chairman Director & CFO |
+91-9892691696
