Tainwala Chemicals & Plastics (India) Ltd Management Discussions

INTRODUCTION:

Tainwala Chemicals and Plastics (India) Limited is engaged in the business of manufacturing extruded plastic sheets of various polymers like PVC, PP, PPGL, HDPE, ABS etc. from 0.5 mm to 30 mm thickness & Trading in Commodities. The plastic sheets have diverse application in the fabrication of industrial equipments, lining of chemical tanks, signboards, automobiles and white goods industry as well as pollution control equipment. The sheets are a very good substitute for conventional materials like wood, metal etc. due to its advantages of being tough, light and anti-corrosive.

INDUSTRY STRUCTURE:

a. Plastic Sheet:

The Plastic Sheet industry is facing the problem of excess capacity and as a result your Companys business is also facing the problem of gross under utilization of the capacity. Efforts are in place to look for new opportunities.

b. Trading in Commodities:

Your Company is exploring the business of commodity trading. It is at nascent stage to comment much about it.

FINANCIAL PERFORMANCE:

During the year under review the Company achieved Turnover of Rs. 1803.00 Lakhs which is growth of 40% versus last year. The Company is also focused on tighter control of cost and efficient management of its working capacity.

OPPORTUNITIES AND THREATS:

Due to excess industry capacity, the sales of plastic sheet is not growing. Secondly, cheap imports from China is additional threat to Companys business.

SEGMENTWISE PERFORMANCE:

The business activities of the Company comprise of two business segments i.e. Plastic Sheets and Commodity trading and all the business operations are in India only.

RISKS AND CONCERNS:

The Company makes responsible approaches towards Risk Management on an integrated basis to cover all aspects of operations to diminish each or a combination of known risks that could affect its business. The Company has a comprehensive insurance coverage and breakdown coverage for all its electronic equipments to protect all its assets from such damages.

Apart from the above, the Company has a well-documented Risk Management System. The Company does identify a few risks, which are purely routine in nature and none of any significant impact. There is a mitigation system in place which addresses these risks as part of routine management process.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has a system of internal controls commensurate with the size of its operation and nature of business to ensure optimum utilization and protection of resources, speedy and accurate reporting of financial transactions in compliance with applicable laws and regulations. The Company has an internal audit department which monitors and supplements the Companys operations through regular audits. The Board has also constituted an audit committee which meets periodically inter-alia to review the financial results, and the accuracy of financial records.

HUMAN RESOURCES/ INDUSTRIAL RELATIONS:

The Company has endeavored to create a favourable working environment that encourages meritocracy. Employee relations both at the office and at the factory have remained cordial and peaceful throughout the year.

RESEARCH AND DEVELOPMENT (R & D):

Your Company has in-house test facility at its factory premises.

CAUTIONARY STATEMENT:

Any statements made in this report relating to Companys perception of future outlook, objectives, expectations etc. may be considered as forward looking within the meaning of applicable securities laws and regulations which may differ from the actual results. Factors that would make difference to Company operations include competition, price realization, forex market, changes in government policies and regulations, tax regimes, economic development and other incidental factor.

For and on behalf of Board of Directors Tainwala Chemicals and Plastics (India) Limited

	Sd/-	Sd/-
	Ramesh Tainwala	Upasana Babel
Place: Mumbai	DIN:00234109	DIN:10625478
Date: 11.07.2024	Chairman & Managing Director	Director & CFO

Tainwala Chemicals and Plastics (India) Limited

Annual Report 2023-24

ANNEXURE F

Certificate by Managing Director and Chief Financial Officer Pursuant to Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015

We, the undersigned certify that:

A. We have reviewed financial statements and the cash flow statement for the year and that to the best of our knowledge and belief:

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

(2) these statements together present a true and fair view of the Companys affairs and are in compliance with existing accounting standards, applicable laws and regulations.

B. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or violative of the Companys code of conduct.

C. We accept responsibility for establishing and maintaining internal controls for financial reporting and we have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and we have disclosed to the auditors and the audit committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.

D. We have indicated to the Auditors and the Audit Committee:

(1) significant changes in internal control over financial reporting during the year;

(2) significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and

(3) instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the Companys internal control system over financial reporting.

For and on behalf of Board of Directors Tainwala Chemicals and Plastics (India) Limited

	Sd/-	Sd/-
	Ramesh Tainwala	Upasana Babel
Place: Mumbai	DIN:00234109	DIN:10625478
Date: 11.07.2024	Chairman & Managing Director	Director & CFO

Page 81 of 145

Tainwala Chemicals and Plastics (India) Limited

Annual Report 2023-24

ANNEXURE G

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS (Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations

and Disclosure Requirements) Regulations, 2015)

To,

The Members,

Tainwala Chemicals and Plastics (India) Limited

“Tainwala House” Road No 18,

Opp. Plot No 118, MIDC,

Marol, Andheri (East),

Mumbai - 400 093

We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Tainwala Chemicals and Plastics (India) Limited having CIN: L24100MH1985PLC037387

and having registered office at “Tainwala House” Road No 18, Opp. Plot No 118, MIDC, Marol, Andheri (East), Mumbai - 400 093 (hereinafter referred to as ‘the Company), produced before us by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para- C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In our opinion and to the best of our information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the Company and its officers, we hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending on 31^st March, 2024 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority.

Sr. No. Name of the Director	DIN	Date of appointment in Company
1. Mr. Ramesh Dungarmal Tainwala	00234109	09/08/2022
2. Mr. Ayush Ramesh Tainwala*	06430346	08/08/2022
3. Mr. Rakesh Dungarmal Tainwala	00237671	20/06/1992
4. Ms. Simran Ram Mansukhani#	06500475	24/09/2014
5. Mr. Mayank Gunvant Dhuldhoya	00067165	31/01/2005
6. Mr. Ketan Dhirajlal Barai	00039816	23/05/2022
7. Mr. Uday Ramniklal Mehta	00569577	08/08/2022
8. Mr. Devendra Saligram Anand	09686031	08/08/2022

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Tainwala Chemicals and Plastics (India) Limited

Annual Report 2023-24

ANNEXURE G (Contd.)

*Mr. Ayush Tainwala has resigned from the position of Director of the Company w.e.f. 7^th June, 2024.

#Ms. Simran Mansukhani, has resigned from the position of Chief Financial Officer and Director of the Company w.e.f. 25^th April, 2024.

Ms. Upasana Babel has been appointed as a Chief Financial Officer and Additional Director of the Company

w.e.f. 21^st May, 2024.

Ensuring the eligibility for the appointment/continuity of every Director on the Board is the responsibility of the Management of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For GMJ & ASSOCIATES Company Secretaries

Sd/-

[CS PRABHAT MAHESHWARI]

PARTNER

M. No. : FCS 2405

COP No. : 1432

UDIN : F002405F000711872

PEER REVIEW CERTIFICATE NO.: 647 /2019

PLACE : MUMBAI

DATE : 11^th JULY, 2024

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Tainwala Chemicals and Plastics (India) Limited

Annual Report 2023-24

ANNEXURE H

DECLARATION FOR COMPLIANCE WITH CODE OF CONDUCT

The Board of Directors of Tainwala Chemicals and Plastics (India) Limited adopted the Code of Conduct to be followed by all Members of the Board and Senior Management Personnel of the Company in compliance with Regulation 17(5) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015.

I, Ramesh Tainwala, Chairman and Managing Director hereby declare that all the Members of the Board and the Senior Management have affirmed compliance with the Code of Conduct for the year ended March 31,2024.

Date: 11.07.2024 Place: Mumbai

Sd/-

Ramesh Tainwala Chairman & Managing Director DIN:00234109