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

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

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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

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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