Directors Report of Tainwala Chemicals & Plastics (India) Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 40^th Director''s Report along with the Audited
Financial Statements for the year ended March 31, 2025.

1. FINANCIAL RESULTS:

iINR in Lakh)

Particulars	Financial Year	Financial Year
	2024-25	2023-24
Revenue from Operations	1641.70	1803.00
Other Income	539.91	620.33
Total Income	2181.61	2423.33
Expenditure before Interest, Depreciation and Tax	1513.73	1826.42
Profit before Finance costs, Depreciation and Tax	667.88	596.91
Less: Finance costs	1.41	1.13
Profit before Depreciation and Tax	666.47	595.78
Less: Depreciation	38.49	41.82
Profit before exceptional item and tax	627.98	553.96
Add: Exceptional Items	--	--
Profit before Tax	627.98	553.96
Less: Provision for Tax	136.03	72.50
Net Profit after Tax	491.95	481.46
Earnings per share (EPS)
Basic	5.25	5.14
Diluted	5.25	5.14

2. STATE OF THE COMPANY''S AFFAIRS:

During the Financial Year under review, your Company has registered revenue from
operations of INR 1,641.70 Lakh as against INR 1,803.00 Lakh in the previous year. The
profit after tax for the year stood at INR 491.95 Lakh as against INR 481.46 Lakh 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.

4. DIVIDEND:

The Board of Directors does not recommend payment of dividend on the Equity Shares of
the Company for the financial year ended March 31, 2025.

5. TRANSFER TO RESERVES:

Your Board does not propose to transfer any amount to the General Reserves and has
decided to retain the entire amount of profit for the Financial Year ended March 31, 2025
in the profit and loss account for the growth and expansion of the company.

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 given and investments made by your Company
pursuant to the provisions of Section 186 and Section 134(3)(g) of the Companies Act, 2013
during the Financial Year 2024-25 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
2024-25 were on arm''s 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 at large
required to be reported herein.

All the transactions were in the ordinary course of business and at arm''s length basis also
there was no material 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,
hence the Form No. AOC -2 is not required to be attached with this Report.

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.

Attention of the Shareholders is 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 as approved by the Board have been
posted on the Company''s website viz. https:/ /www.tainwala.in/policies.html.

10. DETAILS OF SUBSIDIARY, TOINT 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:

Authorized Share Capital

The authorized share capital of the Company is INR 14,00,00,000 (Rupees Fourteen Crores
Only) divided into 1,40,00,000 (One Crore Forty Lakhs) Equity Shares of INR 10/- each.

Paid Up Share Capital

The Issued, Subscribed and Paid-up equity share capital is INR 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 INR 10/- each.

During the Financial Year under review, there was no change in the capital structure of
the Company. 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 further details/ information invited in this respect.

The Equity shares of the Company are listed with the BSE Limited (BSE) and the National
Stock Exchange of India Limited (NSE) and available for trading at the both the platforms.
Annual Listing fee has been paid on time to the BSE & NSE.

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 & THEIR ADEQUACY:

The Company has an Internal Financial Controls (''IFC'') framework, commensurate with
the size, scale, and complexity of the Company''s 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 unauthorized use, executing
transactions with proper authorization 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. DIRECTOR''S 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 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, 2025, the Board of Directors of the Company comprises 6 (Six) Directors.
The Board consists of Managing Director, Non-Executive Director, Independent Directors
and Key Managerial personnel as under:

Sr. No.	Name of Director	Designation
1	Mr. Ramesh Tainwala	Managing Director
2	Ms. Upasana Babel	Chief Financial Officer & Director
3	Mr. Rakesh Dungarmal Tainwala	Non-Executive Non-Independent Director
4	Mr. Ketan Dhirajlal Barai	Non-Executive Independent Director
5	Mr. Uday Ramniklal Mehta	Non-Executive Independent Director
6	Mr. Devendra Saligram Anand	Non-Executive Independent Director
7	Ms. Divya Saboo	Company Secretary & Compliance Officer

B. Change in constitution of Board of Directors & Key Managerial Personnel:

During the financial year ended March 31, 2025 there was a change in constitution of
Board of Directors and position of Key Managerial Personnel as mentioned below:

Sr. No.	Name of Director/KMP	Particulars of Change	Date of Change
1	Ms. Simran Mansukhani Chief Financial Officer & Director	Resignation	April 25, 2024
2	Ms. Upasana Babel Chief Financial Officer & Director	Appointment	May 21, 2024
3	Mr. Ayush Tainwala Executive Director	Resignation	June 7, 2024
4	Mr. Mayank Dhuldhoya Independent Director	Completion of Tenure	September 23, 2024
5	Ms. Aarti Parmar Company Secretary & Compliance Officer	Resignation	November 8, 2024
6	Ms. Divya Saboo Company Secretary & Compliance Officer	Appointment	November 26, 2024

The Board places on record its sincere appreciation for the services rendered by Ms.
Simran Mansukhani as Chief Financial Officer & Director, Mr. Ayush Tainwala as
Executive Director and Ms. Aarti Parmar as Company Secretary & Compliance Officer.

C. Key Managerial Personnel''s:

Pursuant to the provisions of Section 203 of the Act, Mr. Ramesh Tainwala, Managing
Director, Ms. Upasana Babel, Chief Financial Officer and Director & Ms. Divya Saboo,
Company Secretary held the positions of Key Managerial Personnel of the Company as on
March 31, 2025.

D. Retire by Rotation:

In accordance with the provisions of the Act and in terms of the Articles of Association of
the Company, Ms. Upasana Babel (DIN: 10625478), 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 Regulations, the following statutory Committees
have been 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:

6 (Six) meetings of the Board of Directors were held during the year under review.

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 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 2024-25
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(10) of the SEBI Listing
Regulations, the Board has carried out an annual performance evaluation of its own
performance, the Directors individually and it''s 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 Company''s policy on appointment of Directors (Board Diversity Policy) is available
on the Company''s 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 Company''s website at
https://www.tainwala.in/policies.html

25. PARTICULARS OF EMPLOYEE REMUNERATION:

The statement containing particulars of employees as required under Section 197(12) of
the Act, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is not applicable to the Company as none of the
employees were in receipt of remuneration above the limits specified in Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Further, the ratio of the remuneration of each Director to the median employee''s
remuneration and other details in terms of Section 197(12) of the Act read along with Rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, is annexed herewith as "Annexure A" of this report.

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 Vigil Mechanism / Whistle Blower policy cover serious concerns that could have
grave impact on the operations and performance of the business of the company. A Vigil
(Whistle Blower) mechanism provides a channel to the employees and Directors to report
to the management concerns ethical behavior, actual or suspected fraud or violation of the
code of conduct mechanism provides for adequate safeguards against victimization of
employees and Directors to avail of the mechanism and provide for direct access to the
Chairman of the Audit Committee in exceptional cases.

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 Regulations, 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 Company''s 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. 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".

30. CORPORATE SOCIAL RESPONSIBILITY:

Social Welfare Activities has been an integral part of the Company since inception. The
Company is committed to fulfill its social responsibility as a good corporate citizen.

The brief outline of the initiatives undertaken by the Company on CSR activities during
the year are set out in "Annexure C" to this Report in the format prescribed in the
Companies (Corporate Social Responsibility Policy) Rules, 2014.

The CSR policy as adopted by the Company can be viewed on the website of the
Company viz: https: / /www.tainwala.in/policies.html

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, Mumbai (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
36^th AGM till the conclusion of 41^st 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 2024-25 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:

APPOINTMENT OF SECRETARIAL AUDITORS:

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 at its meeting held on May 22, 2025, based on
recommendation of the Audit Committee, has approved the appointment of M/s. GMJ &
Associates, Practicing Company Secretaries, a peer reviewed firm as Secretarial Auditors
of the Company for a term of five consecutive years commencing from FY 2025-26 till FY
2029-30, subject to approval of the Members at the ensuing AGM.

The report of the Secretarial Auditor in Form No. MR-3 is attached as "Annexure D".
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, 2025.

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, 2025, thereby confirming
compliance of the applicable SEBI Regulations and circulars/ guidelines issued there
under by the Company.

D. INTERNAL AUDITORS:

M/s. Gohil Tejas & Co., Chartered Accountants in practice having Firm Registration No.
135813W, was appointed as an Internal Auditor of the Company for the financial year
2024-25 by the Board of Directors at their Board Meeting held on May 21, 2024.

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 company''s 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, 2025 will be hosted on the website of
the Company, viz., www.tainwala.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
work place complaints, including complaints on sexual harassment.

37. MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY
BENEFIT ACT 1961:

The Company declares that it has duly complied with the provisions of the Maternity
Benefit Act, 1961. All eligible women employees have been extended the statutory benefits
prescribed under the Act, including paid maternity leave, continuity of salary and service
during the leave period, and post-maternity support such as nursing breaks and flexible
return-to-work options, as applicable. The Company remains committed to fostering an
inclusive and supportive work environment that upholds the rights and welfare of its
women employees in accordance with applicable laws.

38. 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.

39. DETAILS OF DIFFERENCE IN VALUATION FOR LOAN:

During the year, there were no transactions requiring disclosure or reporting in respect of
matters relating to instance of one-time settlement with any bank or financial institution.

40. CORPORATE GOVERNANCE AND GENERAL SHAREHOLDER INFORMATION:

A separate section covering Report on the Corporate Governance and 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 SEBI Listing Regulations forms part of the Annual
Report.

The Company has also obtained the requisite certificate from the Managing Director of the
Company. The Managing Director''s declaration regarding Compliance with Company''s
Code of Conduct for Directors and Senior Management Personnel forms a part of the
Report on Corporate Governance.

41. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the
Management Discussion and Analysis Report has been presented in a separate section
forming part of the Annual Report.

42. 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.

43. CEO/ CFO CERTIFICATION:

In accordance with the provisions of the SEBI Listing Regulations, pertaining to Corporate
Governance norms, Mr. Ramesh Tainwala, Managing Director and Ms. Upasana Babel,
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, 2025.
The same is annexed to this Report as "Annexure E".

44. ACKNOWLEDGEMENT:

Your Directors take this opportunity to thank the Company''s 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 Upasana Babel

Place: Mumbai DIN: 00234109 DIN: 10625478

Date: 05.08.2025 Chairman & Managing Director Director & CFO

---

Mar 31, 2024

Your Directors have pleasure in presenting the 39^th Director’s Report along with the Audited financial statements for the year ended March 31,2024.

1. FINANCIAL RESULTS:

(Rs. in Lacs)
Particulars	Financial Year	Financial Year
	2023-24	2022-23
Revenue from Operations	1803.00	1283.37
Other Income	620.33	977.23
Total Income	2423.33	2260.60
Profit before Depreciation	595.78	433.16
Less: Depreciation	41.82	44.30
Profit for the year before tax & exceptional items	553.96	388.86
Add: Exceptional Items	__	__
Profit before Tax	553.96	388.86
Less: Provision for Tax	72.50	60.71
Net Profit/ Loss after Tax	481.46	328.15
Earnings per share (EPS)
Basic	5.14	3.50
Diluted	5.14	3.50

2. STATE OF THE COMPANY’S AFFAIRS:

During the Financial Year under review, your Company has registered revenue from operations of Rs. 1803.00 Lakhs as against Rs. 1283.37 Lakhs in the previous year. The profit after tax for the year stood at Rs. 481.46 Lakhs as against Rs. 328.15 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.

DIRECTORS'' REPORT (Contd.)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.

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 31,2024.

5. TRANSFER TO RESERVES:

Your Board does not propose to transfer any amount to the General Reserves and has decided to retain the entire amount of profit for the Financial Year ended March 31,2024 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 given and investments made by your Company pursuant to the provisions of Section 186 and Section 134(3)(g) of the Companies Act, 2013 during the Financial Year 2023-24 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 2023-24 were on arm’s 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 at large required to be reported herein.

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.

Attention of the Shareholders is 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 Company’s 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. The, 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 further details/ information invited in this respect.

The Equity shares of the Company are listed with the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). Annual Listing fee has been paid on time to the BSE & NSE.

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 Company’s 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. DIRECTOR’S 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, 2024, 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

There was no change in constitution of Board of Directors during the financial year under review.

B. Key Managerial Personnel’s:

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 held the positions of Key Managerial Personnel of the Company as on March 31,2024.

C. Change in constitution of Board of Directors post completion of Financial Year:

Post completion of financial year, there was a change in constitution of Board of Directors and position of Key Managerial Personnel as mentioned below:

a. Ms. Simran Mansukhani, has resigned from the positions of Chief Financial Officer and Director of the Company w.e.f. April 25, 2024.

b. Ms. Ayush Tainwala, has resigned from the position of Director of the Company w.e.f. June 7, 2024.

c. Ms. Upasana Babel was appointed as a Chief Financial Officer and as an Additional Director of a Company w.e.f. May 21,2024.

Ms. Upasana Babel holds the office of the Director upto the ensuing Annual General Meeting. Your Directors recommends her reappointment at ensuing Annual General Meeting of the Company.

D. Retire by Rotation:

In accordance with the provisions of the Act and in terms of the Articles of Association of the Company, Mr. Rakesh Tainwala (DIN: 00237671), is liable to retire by rotation at the forthcoming Annual General Meeting (‘AGM’), and being eligible offers himself 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 Regulations, the following statutory Committees have been 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:

4 (Four) meetings of the Board of Directors were held during the year under review.

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 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 2023-24 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(10) of the SEBI Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the Directors individually and it’s 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 Company’s policy on appointment of Directors (Board Diversity Policy) is available on the Company’s 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 Company’s 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 2023-24:

Sr. No.	Name of Director and Designation	Remuneration for financial year 202324 (per annum) (in Lacs)	Median Remuneration Per Annum (INR)	Ratio of remuneration of each Director/ to Median Remuneration of Employees
1.	Mr. Ramesh Tainwala	__	1.98	__
2.	Mr. Ayush Tainwala	__	1.98	__
3.	Mrs. Simran Mansukhani	28.70	1.98	14.51:1
4.	Ms. Aarti Parmar	8.74	1.98	4.42:1

B. The percentage increase in Remuneration of each Director, Chief Financial Officer & Company Secretary in the financial year:

1. Mr. Ramesh Tainwala, Managing Director of a Company was not drawing any remuneration during the financial year under review, hence comparison of figures is not applicable.

2. Mr. Ayush Tainwala, Executive Director of a Company was not drawing any remuneration during the financial year under review, hence comparison of figures is not applicable.

3. Mrs. Simran Mansukhani - 15.52%

4. Ms. Aarti Parmar - Since the remuneration of Company Secretary is only for the part of the previous year, increase in the percentage of remuneration is not comparable.

C. The percentage increase in the median remuneration of employees in the Financial Year:

4.01%

D. The number of Permanent Employees on the rolls of Company as on March 31, 2024: 24

(Twenty Four).

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:

a. Increase in the average remuneration of employees other than Key Managerial Personnel: 32.77%

b. There is no increase in the average remuneration of Key Managerial Personnel’s during the year.

The reason for no increase in remuneration is due to changes in the Key Managerial Personnel’s during the preceding financial year and the Managing Director has also not taken any remuneration during the financial year under review.

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: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.

H. 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 Regulations, 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 Company’s 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 achieved a criterion of profitability, for applicability of provisions of the Corporate Social Responsibility (CSR) for the year ended March 31,2024. Accordingly, the Company is required to comply with the provisions related to Section 135 of the Companies Act, 2013 with rules made thereunder during the financial year 2024-25.

The Board of Directors had approved a Policy on Corporate Social Responsibility of a Company at their meeting held on May 21,2024.

Pursuant to sub-section 9 of Section 135 of the Companies Act, 2013, the amount to be spent by a Company for CSR does not exceed Rs. 50 Lakhs, for the financial year 2024-25, accordingly the requirement under sub-section (1) for constitution of the Corporate Social Responsibility Committee is not applicable to the Company. The Board of Directors had approved the same at their Board Meeting held on May 21,2024 and decided that the functions of CSR Committee provided under the provisions of the act will be discharged by the Board of Directors of 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 A”.

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, Mumbai (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 36^th AGM till the conclusion of 41^st 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 2023-24 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 10, 2023 had appointed M/s. GMJ & Associates, Practicing Company Secretaries to conduct Secretarial Audit for the FY 2023-24.

The report of the Secretarial Auditor in Form No. MR-3 is attached as “Annexure B”. 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 31,2024.

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, 2024, thereby confirming compliance of the applicable SEBI Regulations and circulars/ guidelines issued there under by the Company.

D. INTERNAL AUDITORS:

M/s. Gohil Tejas & Co., Chartered Accountants in practice having Firm Registration No. 135813W, was appointed as an Internal Auditors of the Company for the financial year 2023-24 by the Board of Directors at their Board Meeting held on May 10, 2023.

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 company’s 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 31,2024 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 SEBI Listing Regulations, is annexed to this Report as “Annexure C”.

A separate section covering Corporate Governance as per the requirements of SEBI Listing Regulations is annexed to this Report as “Annexure D”.

40. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the Financial Year 2023-24, as stipulated under Regulation 34(2) of the SEBI Listing Regulations, forms a part of the Annual Report as “Annexure E”.

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 Regulations, pertaining to Corporate Governance norms, Mr. Ramesh Tainwala, Managing Director and Ms. Upasana Babel, Chief Financial Officer, has certified, inter-alia, on review of financial statements and establishing and maintaining internal controls for the financial year ended March 31,2024. The same is annexed to this Report as “Annexure F”.

43. ACKNOWLEDGEMENT:

Your Directors take this opportunity to thank the Company’s 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.

---

Mar 31, 2023

Your Directors have pleasure in presenting the 38^th Director’s Report along with the Audited financial statements for the year ended March 31,2023.

1. FINANCIAL RESULTS:

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 COMPANY’S 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 arm’s 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 Company’s 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 Company’s 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. DIRECTOR’S 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 Personnel’s:

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 it’s 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 Company’s policy on appointment of Directors (Board Diversity Policy) is available on the Company’s 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 Company’s 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. No.	Name of Director and 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 Personnel’s 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 Company’s 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 36^th AGM till the conclusion of 41^st 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 company’s 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 Company’s 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

---

Mar 31, 2018

The Directors have pleasure in presenting the 33rdAnnual Report and Audited Statement of Accounts for the Year ended 31st March, 2018.

Financial Results: (Rs. in Lacs)

	Year ended 31st March, 2018 As per Ind As	Year ended 31st March, 2017
Income from Sale	1149.65	572.60
Other Income	968.68	814.08
Total Income	2118.33	1386.68
Profit before Depreciation	675.60	550.72
Less: Depreciation	(39.08)	(53.91)
Profit for the year before tax & exceptional items	636.52	496.81
Add: Exceptional Items	---	---
Profit before taxation	636.52	496.81
Less: Provision for Tax	---	----
Net Profit after Tax	636.52	496.81
Balance b/f from previous year	1246.47	749.66
Less: Adjustment for Depreciation as per
schedule II to the Companies Act,2013	-	-
Surplus (Deficit) carried to Balance Sheet	1924.09	1246.47

OPERATIONS:

The financial year 2017-18 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.1149.65 lakhs and a competitive Net Profit of Rs. 636.52lakhs.

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 exchanges.

PARTICULARS OF EMPLOYEES:

The Percentage of remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2017-18, ratio of the remuneration of each Director to the median of remuneration of the employees of the Company for the Financial Year 2017-18 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

i) Ratio of the remuneration of each Executive Director to the median remuneration of the Employees of the Company for the financial year 2017-18, the percentage increase in remuneration of Chief Executive Officer, Chief Financial Officer and other Executive Director and Company Secretary during the financial year 2017-18.

Sr. No.	Name of Director and Designation	Remuneration of Directors for financial year 2017-18 (in Rs.)	Ratio of remuneration of each Director/ to median remuneration of employees	% increase in Remuneration in the Financial Year 2017-18
1.	Mr. RakeshTainwala	40,86,600	27.20:1	92.61
2.	Mrs. Simaran Ram Mansukhaani	14,25,775	9.49:1	42.46
3.	Ms. Pooja Khedkar (from 01st April, 2017 to 28th Feb,2018)	3,99,516	2.65:1	6.39
4.	Mrs. Shriddha Gupta (From 01st March,2018)	24,000	0.16:1	14.23

ii. The percentage increase in the median remuneration of Employees for the financial year was 13.71.

iii. The Company has 64 Permanent Employees on the payroll of Company as on 31st March, 2018.

IV. Relationship between average increase in remuneration and Company''s performance:

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

vi. The Market Capitalisation of the Company as on 31st March, 2018 was Rs. 85.81Crores as compared to Rs. 52.95 Crores as on 31st March, 2017.

The price earnings ratio of the Company was 13.47 as at 31st March, 2018 as compare to 10.64as at 31st March,2017. The closing share price of the Company at BSE Limited on 31th March, 2018 was Rs. 91.65/- per equity share of face value of Re. 10/- each.

vii. Average percentage increase made in the salaries of Employees other than the managerial personnel in the financial year was 29.71% whereas the increase in the managerial remuneration was as above as mentioned point (i). The average increases every year is an outcome of Company''s market competitiveness as against its peer group companies. In keeping with our reward philosophy and benchmarking results, the increases this year reflect the market practice.

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.

DIRECTORS :

Your Company has 6 (Six) Directors consisting of 3 (Three) Executive Directors (Managing Director & Director) and 3 (Three) Independent Directors, as on 31st March,2018.

DIRECTOR''S RESIGNATION:

During the period under review, Mr. Ashok Kumar Mukherjee has resigned from the post of Executive Directorw.e.f 19/03/2018 and Mr. Abhay Sheth has resigned from the post of an Independent Director w. e. f. 26th February, 2018.

RESIGNATION & APPOINTMENT OF COMPANY SECRETARY:

During the period under review, Ms. Pooja Khedkar has resigned from the post of Company Secretary w.e.f 28th Feb, 2018 and Ms. Shriddha Gupta has been appointed in place of her on the post of Company Secretary w. e. f. 1st March, 2018.

NUMBER OF BOARD MEETINGS:

During the Year, 5(Five) 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.

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 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 judgements 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 subsection (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. 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 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 2017-18. The Company provided all assistance and facilities to the Secretarial Auditor for conducting their audit. The Report of Secretarial Auditor for the financial year 2017-18 is set out as Annexure and forms part of this report.

The Board has proposed to appoint M/s. Malay Shah & Associates, Practicing Company Secretaries as the Secretarial Auditors of the Company for the financial year 2018-19.

AUDITORS:

M/s. GMJ & CO., Chartered Accountants, were appointed as Statutory Auditors of the Company in the 31st Annual General Meeting (AGM) of the members held on 20th September, 2016 for a term of five consecutive years. As per provisions of section 139 of the Companies Act,2013. The appointment of Auditors is required to be ratified at every Annual General Meeting.

The Report given by the Auditors on the financial statement of the Company is part of this Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

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, Stakeholder''s Relationship Committee and Risk Management Committee and details of these committees are given in the Corporate Governance Report which is annexed to the Director''s 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 behavior 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.

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 arm''s 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 32 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, 2018 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.

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.

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 Company''s management, which goes a long way in encouraging the management in meeting the challenges in the growth path.

By Order of the Board

Mr.Rakesh Dungarmal Tainwala

(DIN: 00237671)

Managing Director & Chairman

Place: Mumbai

Date: 22nd May, 2018

---

Mar 31, 2016

DIRECTORS’ REPORT

To

The Members,

Tainwala Chemicals & Plastics (India) Limited

The Directors have pleasure in presenting the 31st Annual Report and Audited Statement of Accounts for the Year ended 31st March 2016.

Financial Results :

( Rs. in Lacs)

	Year ended 31st March 2016	Year ended 31st March 2015
Income from Sale	952.83	984.05
Other Income	688.98	388.24
Total Income	1641.81	1372.29
Profit before Depreciation	438.43	286.33
Less: Depreciation	(52.00)	(76.37)
Profit for the year before tax & exceptional items	386.43	209.96
Add: Exceptional Items	---	---
Profit before taxation	386.43	209.96
Less: Provision for Tax	----	(7.20)
Add: Tax adjustment relating to earlier years	0.50	-
Net Profit after Tax	385.93	202.76
Balance b/f from previous year	363.73	213.22
Less: Adjustment for Depreciation as per schedule II to	-	52.25
the companies Act, 2013
Surplus (Deficit) carried to Balance Sheet	749.66	363.73

OPERATIONS:

The financial year 2015-16 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. 952.834 lakhs and a competitive Net Profit of Rs. 385.93 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 exchange.

PARTICULARS OF EMPLOYEES:

The Percentage of remuneration of each Director, Chief Financial officer and Company Secretary during the financial year 2015-16, ratio of the remuneration of each Director to the medium of remuneration of the employees of the Company for the Financial Year 2015-16 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

I) Ratio of the remuneration of each Executive Director to the median remuneration of the Employees of the Company for the financial year 2015-16, the percentage increase in remuneration of Chief Executive Officer, Chief Financial Officer and other Executive Director and Company Secretary during the financial year 2015-16.

Sr. No.	Name of Director and Designation	Remuneration of Directors for financial year 2015-16 (in Rs.)	Ratio of remuneration of each Director/ to median remuneration of employees	% increase in Remuneration in the Financial Year 2015-16
1	Mr. Dungarmal Tainwala (resigned w.e.f.27/07/2015)	1,49,400	93.48:1	Nil
2	Mr. Rakesh Tainwala	23,67,000	5.90:1	Nil
3	Mrs. Simran Ram Mansukhani	6,90,882	20.21:1	5.68%
4	Ms. Pooja Khedkar	3,56,728	39.15:1	81.17%

ii. The percentage increase in the median remuneration of Employees for the financial year was 22.16%.

iii. The Company has 51 permanent Employees on the payroll of Company as on 31st March, 2016.

IV. Relationship between average increase in remuneration and Company''s performance:

The individual increment is decided on the basis of employee’s potential, experience, contribution to company''s 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 company''s performance and as per company''s 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, company performance and as measure to motivate them for better future performance to achieve organization''s growth expectations.

vi. The Market Capitalization of the Company as on 31st March, 2016 was Rs.34.27 Crores as compared to Rs.20.13 crores as on 31st March, 2015.

The price earnings ratio of the Company was 8.88 as at 31st March, 2016 as compare to 9.90 as at 31st March,2015. The closing share price of the Company at BSE Limited on 31st March, 2016 was Rs. 36.60/per equity share of face value of Re. 10/- each.

vii. Average percentage increase made in the salaries of Employees other than the managerial personnel in the financial year was 22.16% whereas the increase in the managerial remuneration was Nil. The average increases every year is an outcome of Company''s market competitiveness as against its peer group companies. In keeping with our reward philosophy and bench marking results, the increases this year reflect the market practice

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

viii. It is hereby affirmed that the remuneration paid during the year is as per the Remuneration Policy of the Company.

DIRECTORS:

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

(Three) Independent Directors, as on 31st March, 2016.

DIRECTOR''S RESIGNATION:

During the period under review, Mr. Subhash Kantilal Kadakia has resigned from the Board of Directors of the Company w. e. f. 03/02/2016 due to his personal health reason.

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.

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 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 subsection (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 inefficiently or inadequacy of such controls. Ms. Neha Jain 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 2016-17. The Company provided all assistance and facilities to the Secretarial Auditor for conducting their audit. The Report of Secretarial Auditor for the financial year 2015-16 is set out as Annexure and forms part of this report.

The Board has proposed to appoint M/s. Malay Shah & Associates, Practicing Company Secretaries as the Secretarial Auditors of the Company for the financial year 2016-17.

AUDITORS:

Pursuant to Section 139 of the Companies Act, 2013, M/s. Rungta & Associates having FRN 108888W who were our auditor''s since 2009-10, are retiring and it is proposed to appoint M/s. GMJ & Co., Chartered Accountants having FRN 103429W, who have given their consent to be appointed as Statutory Auditors and have confirmed that their appointment, if made, would be in compliance with section 141 of the Companies Act, 2013.

Their appointment was also recommended by Mrs. Leela Devi Tainwala vide letter dated 05th July, 2016, resolution proposing appointment of M/s. GMJ & Co., Chartered Accounts, as Statutory Auditors of the Company pursuant to section 139 of the Companies Act, 21013 forms part of the notice.

The Board places on record its appreciation for the services rendered by M/s. Rungta & Associates, Chartered Accountants, as the 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 Agreement the Board has constituted an Audit Committee, Nomination and Remuneration Committee, Stakeholder''s Relationship Committee and Risk Management Committee and details of these committees are given in the Corporate Governance Report which is annexed to the Director''s 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 behavior 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.

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 arm''s length basis and werein 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 31 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, 2016 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.

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.

ACKNOWLEDGMENT

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 Company''s management, which goes a long way in encouraging the management in meeting the challenges in the growth path.

By Order of the Board

Mr. Rakesh Dungarmal Tainwala

Place: Mumbai (DIN: 00237671)

Date: 20th May, 2016 Managing Director & Chairman

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 30th Annual Report and Audited Statement of Accounts for the Year ended 31st March 2015.

Financial Results: (Rs. in Lacs)

Year ended Year ended 31st March 31st March 2015 2014

Income from Sale 984.05 841.75

Other Income 388.24 173.27

Total Income 1372.29 1015.02

Profit before Depreciation 286.33 106.80

Less: Depreciation (76.37) (70.65)

Profit for the year before

tax & exceptional items 209.96 36.15

Add: Exceptional Items --- ---

Profit before taxation 209.96 36.15

Less: Provision for Tax (7.20) (6.00)

Add: Tax adjustment relating to - - earlier years

Net Profit after Tax 202.76 30.15

Balance b/f from previous year 213.22 183.07

Less: Adjustment for Depreciation as

per schedule II to the companies Act,2013 52.25 --

Surplus (Deficit) carried to Balance Sheet 363.73 213.22

OPERATIONS:

The financial year 2014-15 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. 984.05 lakhs and a competitive Net Profit of Rs. 202.76 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 Bombay Stock Exchange Limited (BSE) and the National Stock Exchange of India Limited (NSE). Annual Listing fee has been paid to exchange.

PARTICULARS OF EMPLOYEES :

The Percentage of remuneration of each Director, Chief Financial officer and Company Secretary during the financial year 2014-15, ratio of the remuneration of each Director to the medium of remuneration of the employees of the

Company for the Financial Year 2014-15 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

i) Ratio of the remuneration of each Executive Director to the median remuneration of the Employees of the Company for the financial year 2014-15, the percentage increase in remuneration of Chief Executive Officer, Chief Financial Officer and other Executive Director and Company Secretary during the financial year 2014-15.

Sr.No. Name of Director Remuneration of Ratio of % increase Directors remuneration in for financial of each Remunera year Director/ tion in 2014-15 (in Rs.) to median the remuneration Financial of employees Year 2014-15

1. Mr. Dungarmal Tainwala 821,400 6.63:1 0%

2. Mr. Rakesh Tainwala 2,367,000 19.10:1 0%

3. Mrs. Simran Ram Mansukhani 653,711 5.27:1 0%

ii. The percentage increase in the median remuneration of Employees for the financial year was 16.69%.

iii. The Company has 46 permanent Employees on the payroll of Company as on 31st March, 2015.

iv. Relationship between average increase in remuneration and Company's performance: The reward philosophy of the Company is to provide market competitive total reward opportunity that has a strong linkage to and drives performance culture. Every year, the salary increases for the Company are decided on the basis of a benchmarking exercise that is undertaken with similar profile organizations. The final salary increases given are a function of Company's market competitiveness in this comparator group as well as overall business affordability. During the year, similar approach was followed to establish the remuneration increases to the Employees. Variable compensation is an integral part of our total reward package and is directly linked to an individual performance rating and business performance. Salary increases during the year were in line with Company's performance as well as per Company's market competitiveness.

v. Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company: In line with Company's reward philosophy, merit increases and annual bonus pay-outs of its Employees including Key Managerial Personnel are directly linked to individual performance as well as that of the business. Given the superior business performance and the performance rating of the Key Managerial Personnel, appropriate reward by way of merit increase or variable pay have been awarded to the Key Managerial Personnel for the current year. This was duly reviewed and approved by the Nomination & Remuneration Committee of the Company.

vi. The Market Capitalisation of the Company as on 31st March, 2015 was Rs. 20.13crores as compared to Rs. 16.01 crores as on 31st March, 2014.

The price earnings ratio of the Company was 9.90 as on 31st March, 2015 as compare to 53.4375 as on 31st March, 2014. The closing share price of the Company at BSE Limited on 31st March, 2015 was Rs. 21.50/- per equity share of face value of Rs.10/- each.

vii. Average percentage increase made in the salaries of Employees other than the managerial personnel in the financial year was 23% whereas the increase in the managerial remuneration was [0] %. The average increases every year is an outcome of Company's market competitiveness as against its peer group companies. In keeping with our reward philosophy and benchmarking results, the increases this year reflect the market practice.

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: Not Applicable

ix. It is hereby affirmed that the remuneration paid during the year is as per the Remuneration Policy of the Company.

DIRECTORS :

Your Company has 7 (Seven) Directors consisting of 1 (One) Promoter and Whole - time Director, 2 (Two) Executive Directors (Managing Director & Director) and 4 (Four) Independent Directors, as on 31st March, 2015.

DIRECTOR'S RESIGNATION :

During the period under review, Mr. Dungarmal Tainwala has resigned from the Board of Directors of the Company w. e. f. 27/07/2015 due to his health problems.

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 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.

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 Clause 49 of the Listing Agreement with the Stock Exchanges.

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 2014-15. The Company provided all assistance and facilities to the Secretarial Auditor for conducting their audit. The Report of Secretarial Auditor for the financial year 2014-15 is set out as Annexure and forms part of this report.

The Board has proposed to appoint M/s. Malay Shah & Associates Practicing Company Secretaries as the Secretarial Auditors of the Company for the financial year 2015-16.

AUDITORS :

M/s. Rungta & Associates, Chartered Accountants, having firm registration no.108888W, retire at the ensuing Annual General Meeting and being eligible have offered themselves for Re-appointment. The Company has received a letter as required under section 139(1) of the Companies Act 2013 from M/s Rungta & associates confirming their eligibility and willingness to act as statutory auditors, if reappointed. Members are requested to elect auditors for the current year and fix their remuneration.

CORPORATE GOVERNANCE - CLAUSE 49 OF THE LISTING AGREEMENT :

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 clause 49 of Listing Agreement, 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 Agreement the Board has constituted an Audit Committee, Nomination and Remuneration Committee, Stakeholder's Relationship Committee and Risk Management Committee and details of these committees are given in the Corporate Governance Report which is annexed to the Director's Report .

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 behavior 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.

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 notes to 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 arm's length basis and were in 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 are placed before the Audit Committee and 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.

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 on 31st March, 2015 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.

MANAGEMENT DISCUSSION AND ANALYSIS :

The Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the listing agreement with the Stock Exchanges in India is presented in a Separate section forming part of this Annual Report.

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 Company's management, which goes a long way in encouraging the management in meeting the challenges in the growth path.

By Order of the Board Mr. Dungarmal Tainwala

Place: Mumbai (DIN : 00294150) Date: 26/05/2015 Chairman

---

Mar 31, 2014

Dear Members,

Tainwala Chemicals And Plastics (India) Limited.

The Directors have pleasure in presenting the 29th Annual Report and Audited Statement of Accounts for the Year ended 31st March 2014.

Financial Results : (Rs. in Lacs) Year ended Year ended 31st March 31st March 2014 2013

Income from Sale 841.75 982.23

Other Income 173.27 213.84

Total Income 1015.02 1196.07

Profit before Depreciation 106.80 134.74

Less: Depreciation (70.65) (75.62)

Profit for the year before 36.15 59.12

tax & exceptional items

Add: Exceptional Items -- --

Profit before taxation 36.15 59.12

Less: Provision for Tax (6.00) (10.01)

Add: Tax adjustment relating to earlier years - 10.38

Net Profit after Tax 30.15 59.49

Balance b/f from previous year 183.07 123.58

Surplus (Deficit) carried to 213.22 183.07

Balance Sheet

OPERATIONS :

The financial year 2013-14 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. 841.75 lakhs and a competitive Net Profit of Rs. 30.15 lakhs.

DIVIDEND :

With a view to conserve resources of the Company, your Director considered it prudent not to declare dividend for the year under review.

FIXED DEPOSITS :

During the year under review, the Company has not accepted any deposits within the meaning of Section 58A and Section 58AA of the Companies Act , 1956 and Rules meant there under.

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

Information pursuant to Section 217(1)(e) of the

Companies Act , 1956 read with the Companies ( Disclosure of Particulars in the Report of the Board of Directors ) Rules, 1988 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 Bombay Stock Exchange Limited (BSE) and the National Stock Exchange of India Limited (NSE). Annual Listing fee has been paid to exchange.

PARTICULARS OF EMPLOYEES :

There was no employee during the year requiring the disclosure requirement under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended from time to time.

DIRECTORS :

The Board of Directors of the Company provides leadership and strategic guidance objective judgment, independent of management to the Company & exercise control over the Company while remaining at all times accountable to the Shareholders.

DIRECTORS'' RESPONSIBILITY STATEMENT :

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

(i) in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures ;

(ii) 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 of the Company for the year ;

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

irregularities ;

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

AUDITORS :

M/s. Rungta & Associates, Chartered Accountants, having firm registration no.108888W, retire at the ensuing Annual General Meeting and being eligible have offered themselves for Re-appointment. The Company has received a letter as required under section 224(1B) of the Companies Act 1956 from M/s Rungta & associates confirming their eligibility and willingness to act as Statutory auditors, if reappointed. Members are requested to elect auditors for the current year and fix their remuneration.

BOARD COMMITTEES :

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

CORPORATE GOVERNANCE :

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

AUDITORS'' REPORT :

With reference to the auditors comments in para 3(a), 3(b) and 3(c) 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.

With reference to the auditors comments in para 7 of Annexure to the Auditors Report, management would like to state that the Board is finding out the area of improvement in the Internal Audit System.

COST AUDITORS :

The Board of Directors at their Meeting held on May 29, 2014 appointed M/s. Devarajan Swaminathan & Co, a firm of Cost Accountants, as the Cost Auditors of the Company to conduct the audit of the cost accounts maintained by the Company for the financial year 2014-15.

APPRECIATION :

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation received by the Company from its Bankers, Stakeholders, State and Central Government Authorities, Business Associates, Customers, Dealers and Suppliers. Your Directors also wish to place on record their sincere appreciation for the employee for their commitments, dedication and hard work put by them at all levels.

For and on behalf of the Board of Directors

(DUNGARMAL TAINWALA) CHAIRMAN

Place: Mumbai. Date: 29th May, 2014

---

Mar 31, 2013

To The Members of Tainwala Chemicals And Plastics (India) Limited.

The Directors have pleasure in presenting the 28th Annual Report and Audited Statement of Accounts for the Year ended 31 st March 2013.

Financial Results : (Rs. in Lacs)

Year ended Year ended 31st March 31st March 2013 2012

Income from Sale 982.23 1062,10

Other Income 213.84 233.67

Total Income 1196.07 1295.77

Profit before Depreciation 134.74 93.99

Less: Depreciation (75.62) (68.78)

Profit for the year before 59.12 25,21 tax & exceptional items

Add; Exceptional Items

Profit before taxation 59.12 25.21

Less: Provision for Tax (10.01)

Add: Tax adjustment relating to earlier years 10.38 0.54

Net Profit after Tax 59.49 25.75

Balance b/ffrom previous year 123.58 97.83

Surplus (Deficit) carried to 183.07 123.58

Balance Sheet

OPERATIONS :

The financial year 2012-13 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 ofRs. 982.23 lakhs and a competitive Net Profit ofRs. 59.49 lakhs.

DIVIDEND :

With a view to conserve resources of the Company, your Director considered it prudent not to declare dividend for the year under review.

FIXED DEPOSITS :

During the year under review, the Company has not accepted any deposits within the meaning of Section 58A and Section 58AA of the Companies Act, 1956 and Rules meant there under.

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

Information pursuant to Section 217(1)(e) of the

Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 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 Bombay Stock Exchange Limited (BSE) and the National Stock Exchange of India Limited (NSE). Annual Listing fee has been paid to exchange.

PARTICULARS OF EMPLOYEES :

There was no employee during the year requiring the disclosure requirement under Section 217(2A) of the Companies Act, 1956read with the Companies (Particulars of Employees) Rules, 1975 as amended from time to time.

DIRECTORS :

The Board of Directors of the Company provides leadership and strategic guidance objective judgment, independent of management to the Company & exercise control over the Company while remaining at all times accountable to the Shareholders.

In accordance with the provisions of the Companies Act, 1956 and Company''s Articles of Association, Mr. Mayank Dhuldhoya retires by rotation at this Annual General Meeting and being eligible, offers himself for re- appointment. Your Directors recommended his reappointment as Director.

DIRECTORS1 RESPONSIBILITY STATEMENT :

Pursuant to Section217 (2AA) of the Companies Act ,1956 the Board of Directors of the Company hereby state and confirm that:

(i) in the preparation of the Annual Accounts , the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) 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 of the Company for the year:

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

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

AUDITORS:

M/s. Rungta&Associates, Chartered Accountants, having firm registration no. 108888W, retire at the ensuing Annual General Meeting and being eligible have offered themselves for Re-appointment. The Company has received a letter as required under section 224(1 B) of the Companies Act 1956 from M/s Rungta & associates confirming their eligibility and willingness to act as Statutory auditors, if reappointed. Members are requested to elect auditors for the current year and fix their remuneration.

BOARD COMMITTEES :

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

CORPORATE GOVERNANCE :

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

AUDITORS'' REPORT :

With reference to the auditors comments in para 3(a), 3(b) and 3(c) 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.

With reference to the auditors comments in para 7 of Annexure to the Auditors Report, management would like to state that the Board is finding out the area of improvement in the Internal Audit System.

WHOLE-TIME COMPANY SECRETARY :

The company has appointed Mr. Malay Shah as Company Secretary and Compliance Officerw.e.f 14th January, 2013 and Mr. Rohish Samant has resigned as Company Secretary and Compliance Officer w.e.f. 12th January, 2013.

MANAGEMENT DISCUSSION AND ANALYSIS

REPORT:

Management Discussion and Analysis Report for the financial year under review as stipulated in Clause 49 of the Listing Agreement entered into with the Stock Exchanges is given in this report.

PERSONNEL:

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

APPRECIATION :

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation received by the Company from ts Bankers, Stakeholders, State and Central Government Authorities, Business Associates, Customers, Dealers and Suppliers. Your Directors also wish to place on record their sincere appreciation for the employee for their commitments, dedication and hard work put by them at all levels.

For and on behalf of the Board of Directors

(DUNGARMALTAINWALA)

Chairman

Place: Mumbai.

Date: 27th May, 2013

---

Mar 31, 2012

The take pleasure in presenting the 27th Annual Report and Audited Statement of Accounts for the Year ended 31st March 2012.

Financial Results: (Rs. in Lacs)

Year ended Year ended 31st March 31st March 2012 2011

Income from Sale 1062.10 1075.02

Other Income 234.17 295.80

Total Income 1296.27 1370.82

Profit before Depreciation 94.46 220.30

Less: Depreciation (68.78) (70.58)

Profit for the year before 25.68 149.72

tax & exceptional items

Add: Exceptional Items - -

Profit before taxation 25.68 149.72

Less: Provision for Tax (0.47) (0.60)

Add: Tax adjustment relating to

earlier years 0.54 (0.75)

Net Profit after Tax 25.75 148.37

Balance b/f from previous year 97.83 (50.54)

Surplus (Deficit) carried to 123.58 97.83

Balance Sheet_

OPERATIONS:

The financial year 2011-12 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. 1062.10 lakhs and a competitive Net Profit before exceptional items of Rs. 25.68 lakhs.

DIVIDEND:

With a view to conserve resources of the Company, your Director considered it prudent not to declare dividend for the year under review.

FIXED DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning 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 the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 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 Bombay Stock Exchange Limited (BSE) and the National Stock Exchange of India Limited (NSE). Annual Listing fee has been paid to exchange on time.

PARTICULARS OF EMPLOYEES:

There was no employee during the year requiring the disclosure requirement under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended from time to time.

DIRECTORS:

The Board of Directors of the Company provides leadership and strategic guidance objective judgment, independent of management to the Company & exercise control over the Company while remaining at all times accountable to the Shareholders.

In accordance with the provisions of the Companies Act, 1956 and Company's Articles of Association, Mr. Subhash Kadakia retires by rotation at this Annual General Meeting and being eligible, offers himself for re-appointment. Your Directors recommended his reappointment as Director.

DIRECTORS' RESPONSIBILITYSTATEMENT:

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

(i) in the preparation of the Annual Accounts , the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) 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 of the Company for the year;

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

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

AUDITORS:

M/s. Rungta & Associates, Chartered Accountants, having firm registration no.108888W, retire at the ensuing Annual General Meeting and being eligible have offered themselves for Re-appointment. The Company has received a letter as required under section 224(1 B) of the Companies Act 1956 from M/s Rungta & associates confirming their eligibility and willingness to act as Statutory auditors, if reappointed. Members are requested to elect auditors for the current year and fix their remuneration.

BOARD COMMITTEES:

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

CORPORATE GOVERNANCE:

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

AUDITORS' REPORT:

With reference to the auditors comments in para 3(a), 3(b) and 3(c) 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.

With reference to the auditors comments in para 7 of Annexure to the Auditors Report, management would like to state that the Board is finding out the area of improvement in the Internal Audit System.

WHOLE-TIME COMPANY SECRETARY:

The company has appointed Mr. Rohish Samant as Company Secretary and Compliance Officer w.e.f August 8, 2012 and Mr. Malay Shah has resigned as Company Secretary and Compliance Officer w.e.f. August 8, 2012.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the financial year under review as stipulated in Clause 49 of the Listing Agreement entered into with the Stock Exchanges is given in this report.

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

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

PERSONNEL:

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

APPRECIATION:

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation received by the Company from its Bankers, Stakeholders, State and Central Government Authorities, Business Associates, Customers, Dealers and Suppliers. Your Directors also wish to place on record their sincere appreciation for the employee for their commitments, dedication and hard work put by them at all levels.

For and on behalf of the Board of Directors

(MR. DUNGARMALTAINWALA)

Chairman

Place: Mumbai.

Date: August 8,2012

---

Mar 31, 2011

To the Members,

The Directors submit the Annual Report of the Company together with the audited statement of accounts for the year ended 31st March 2011.

Financial Results:

(Rs. in Lacs) Year ended Year ended 31st March, 31st March, 2011 2010

Income from Sale 1,075.02 760.90

Other Income 295.80 379.11

Total Income 1,370.82 1,140.01

Profit before

Depreciation 220.30 242.40

Less : Depreciation 70.58 72.63

Profit for the year

before tax & exceptional items 149.72 169.77

Add: Exceptional Items – –

Profit before taxation 149.72 169.77

Less: Provision for Tax (0.60) –

Add: Tax adjustment relating to earlier years (0.75) 0.43

Net Profit After Tax 148.37 170.21

Balance b/f from previous year (50.54) (220.74)

Surplus (Deficit) carried to Balance-Sheet 97.83 (60.64)

OPERATIONS:

The financial year 2010-11 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. 1075.02 lakhs and a competitive Net Profit before exceptional items of Rs. 149.72 lakhs

DIVIDEND:

Though the Company has earned profits during the year, in view of the accumulated losses, 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 the meaning 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 the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in Annexure "A" to this report.

DEPOSITORIES:

The Company is registered both with National Securities Depositories Limited and Central Depository (Services) Limited. The shareholders can take advantage of holding their scripts 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 and admitted to dealings on the Bombay Stock Exchange Limited (BSE) and the National Stock Exchange of India Limited (NSE). Annual Listing fee has been paid to each exchange.

PARTICULARS OF EMPLOYEES:

There was no employee during the year requiring the disclosure requirement under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended from time to time.

DIRECTORS:

The Board of Directors of the Company provides leadership and strategic guidance objective judgment, independent of management to the Company & exercise control over the Company while remaining at all times accountable to the Shareholders.

In accordance with the provisions of the Companies Act, 1956 and Company's Articles of Association, Mr. Mayank Dhuldhoya and Mr. Abhay Sheth retires by rotation at this Annual General Meeting and being eligible, offers themselves for re-appointment. Your Directors recommended their reappointment as Director. The Board has considered the proposal for revision in remuneration payable to Mr.Rakesh Tainwala, Managing Director of the Company, for his remaining term and has been put up for consideration and approval of the Members.

DIRECTORS' RESPONSIBILITY STATEMENT:

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

(i) in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) the Directors had selected such accounting policies and applied them consistently and made judgements 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 of the Company for the year;

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

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

AUDITORS:

M/s. Rungta & Associates, Chartered Accountants, having firm registration No. 108888W, retire at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment. The Company has received a letter as required under section 224(1B) of the Companies Act 1956 from M/ s Rungta & associates confirming their eligibility and willing to act as Statutory auditors, if re-appointed. Members are requested to elect auditors for the current year and fix their remuneration.

BOARD COMMITTEES:

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

CORPORATE GOVERNANCE:

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

AUDITORS' REPORT:

With reference to the auditors comments in para 3(a), 3(b) and 3(c) 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.

With reference to the auditors comments in para 7 of Annexure to the Auditors Report, management would like to state that the Board is finding out the area of improvement in the Internal Audit System.

WHOLE-TIME COMPANY SECRETARY:

Mr. Anirudh Kumar Tanvar has been appointed Whole time Company Secretary w.e.f. 01st April 2009. He had also act as the Compliance Officer of the Company. He had resigned as Company Secretary of the Company w.e.f. 31st May 2010.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the financial year under review as stipulated in Clause 49 of the Listing Agreement entered into with the Stock Exchanges is given in this report.

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

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

PERSONNEL:

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

APPRECIATION:

Your Directors take this opportunity to place on record their sincere appreciation for the co-operation received by the Company from its Bankers, State and Central Government Authorities, Business Associates, Customers, Dealers and Suppliers. You Directors also wish to place on record their sincere appreciation for the employee for their commitments, dedication and hard work put by them at all levels.

For and on behalf of the Board of Directors

(MR. DUNGARMAL TAINWALA) Chairman

Place : Mumbai. Dated : 9th August, 2011

---

Mar 31, 2010

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

Financial Results:

(Rs. in Lacs)

Year ended Year ended

31st March, 31st March,

2010 2009

Sale of Products 628.18 993.17

Less: Excise Duty 49.22 100.29 578.96 892.88

Sale of Shares 181.93 119.60

760.90 1,012.48

Profit before

Depreciation 242.40 198.04

Less : Depreciation 72.63 68.59

Profit for the year

before tax & exceptional

items 169.77 129.45

Add: Exceptional Items - 347.27

Profit before taxation 169.77 476.72 Provision for Tax:

Current Tax (MAT) - 6.50

Deferred Tax - Nil

Fringe Benefit Tax - 3.75

Wealth Tax - 0.70

Net Profit After Tax 169.77 465.77

Balance b/f from previous year (220.74) (686.53)

Tax adjustments of earlier years 0.43 -

Deficit carried to Balance-Sheet (50.54) (220.74)

OPERATIONS:

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

DIVIDEND:

Though the Company has earned profits during the year, in view of the accumulated losses, 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 the meaning 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 the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in Annexure "A" to this report.

PARTICULARS OF EMPLOYEES:

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

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

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

Sr. Employee Design- Quali- Total

No. Name ation fication Working

Expe- rience

1. Mr. Rakesh Managing B.Tech 18Yrs

Tainwala Director (Computer Eng.)



Employee Name Date of Age Remun- Previ- Comme- (Yrs.) eration ous ncement (Rs.) employ of Emplo- yment ment held

Mr. Rakesh April, 42 33,60,000 N.A.

Tainwala 1989



DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and Companys Articles of Association, Mr. Subhash Kadakia retires by rotation at this Annual General Meeting and being eligible, offers himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

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

(i) in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) the Directors had selected such accounting policies and applied them consistently and made judgements 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 of the Company for the year;

(iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other 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 their remuneration. M/S. Rungta & Associates, Chartered Accountants, retire at the ensuing Annual 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, 1956 as well as the provisions of the Listing Agreement the Board has constituted an Audit Committee, Shareholders/ Investors Grievance Committee and Remuneration Committee. Details of these committees are given in the Corporate Governance Report which is annexed to the Directors Report.

CORPORATE GOVERNANCE:

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

AUDITORS REPORT:

With reference to the auditors comments in para 3(a) and 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.

WHOLE-TIME COMPANY SECRETARY:

Mr. Anirudh Kumar Tanvar has been appointed Whole time Company Secretary W.e.f. 01 st April 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 be cordial 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 received by the Company from its Bankers, Shareholders, Customers, Dealers and Suppliers. Your Directors also wish to place on record their sincere appreciation for the valuable contributions made by the employees at all levels.

For and on behalf of the Board of Directors

(MR. DUNGARMAL TAINWALA)

Chairman

Place : Mumbai.

Dated : 18th May, 2010