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A-PDF Image to PDF Demo. Purchase from To A-PDF Image To PDF Demo. Purchase from www.A-PDF.com to remove the watermark Tainwala Chemicals And Plastics (India) Limited Annual Report 2010-2011 TAINWALA CHEMICALS AND PLASTICS INDIA LIMITED ANNUAL REPORT 2010-2011 MANAGEMENT TEAM BANKERS DUNGARMAL TAINWALA Chairman and HDFC Bank Ltd. Whole-time Director REGISTERED OFFICE RAKESH TAINWALA Managing Director Tainwala House Road No. 18, M.I.D.C., ABHAY SHETH Independent Director Andheri (East), Mumbai-400 093 Tel: 67166100, SUBHASH KADAKIA Independent Director Fax : +91-22-28387039 Website: www.tainwala.in MAYANK DHULDHOYA Independent Director WORKS SIMRAN MANSUKHANI Vice President Accounts & CFO 87, Government Industrial Estate Khadoli Village, Silvassa - 396230 Dadra & Nagar Haveli - U.T. ASHOK MUKHERJEE Sr. Vice-President Marketing & REGISTRAR & SHARE TRANSFER Administration AGENTS V.M.RAJU General Manager Works LINK INTIME INDIA PVT. LTD C-13, Pannalal Silk Mills Compound, MILIND BURDE General Manager LBS Road, Bhandup (W), Mumbai 400 078. Commercial Tel.: 25963838. AUDITORS M/s RUNGTA & ASSOCIATES Chartered Accountants CONTENTS Mumbai Notice 2 Directors' Report 7 Corporate Governance 9 Management Discussion & Analysis 19 Auditor's Report 21 TWENTY SIXTH ANNUAL GENERAL MEETING Balance Sheet 24 Profit & Loss Account 25 • Tuesday, 27th September, 2011 Cash Flow 26 • 11.00 a.m. Schedules to Balance Sheet 27 • The All India Plastics Manufacturers Schedules to Profit & Loss Account 32 Association, A-52, Street No. 1, M.I.D.C. Significant Accounting Policies & Marol, Andheri (East), Mumbai - 400093. Notes to Accounts 35 1 Tainwala Chemicals And Plastics (India) Limited Annual Report 2010-2011 NOTICE Notice is hereby given that the TWENTY SIXTH ANNUAL GENERAL MEETING of the Members of TAINWALA CHEMICALS AND PLASTICS (INDIA) LIMITED will be held at The All India Plastics Manufacturers Association, A-52, Street No 1, M.I.D.C, Marol, Andheri (East), Mumbai - 400 093 on Tuesday, 27th September, 2011 at 11.00 a.m. to transact the following business: ORDINARY BUSINESS: 1. To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2011 and the Profit & Loss Account for the year ended on that date and the Reports of the Directors' and Auditors' thereon. 2. To appoint a Director in place of Mr. Abhay sheth who retires by rotation and being eligible, offers himself for re-appointment. 3. To appoint a Director in place of Mr. Mayank Dhuldhoya, who retires by rotation and being eligible, offers himself for re-appointment. 4. To appoint M/S. Rungta and Associates, Chartered Accountants, the Statutory Auditors of the Company to hold office from the conclusion of this meeting until the conclusion of the next Annual General Meeting and to fix their remuneration. SPECIAL BUSINESS:- 5. To consider, if thought fit, with or without modifications, following resolution as a Special Resolution: "RESOLVED THAT pursuant to Section 269, 309, 198 read with Schedule XIII and other applicable provisions, if any, of the Companies Act, 1956 and subject to the approval of the Central Government if necessary and such other approvals, permissions and sanctions, if any, as may be required, and subject to the such conditions and modifications, as may be prescribed or imposed by any of the authorities in granting such approvals, permissions and sanctions, the consent and approval of the Company be and is hereby accorded to revise the terms and conditions including remuneration of Mr. Rakesh Tainwala, Managing Director of the Company, for his remaining tenure as Managing Director of the Company i.e. till 25th June 2012 as stated in the draft Supplementary Agreement placed before the meeting, with the liberty to the Board of Directors (hereinafter referred to "the Board" which term shall deem to include the Remuneration Committee constituted by the Board) to alter and vary the remuneration and/or agreement subject to the same not exceeding the limits specified in Schedule XIII to the Companies Act, 1956, including any statutory modification or re-enactment thereof for the time being in force or as may hereafter be made by the Central Government in that behalf from time to time or any amendments thereto as may be agreed to between the Board of Directors and Mr. Rakesh Tainwala. RESOLVED FURTHER that if in any financial year of the Company during his tenure as Managing Director, the Company has made no profit or profits are inadequate, remuneration including perquisites paid to Mr. Rakesh Tainwala shall not exceed the aggregate of the annual remuneration as provided above or the maximum remuneration payable as per the limits prescribed under Schedule XIII of the Companies Act, 1956, whichever is lower, or such other limits as may be prescribed by the Central Government from time to time as minimum remuneration. RESOLVED FURTHER THAT the Board be and is hereby authorized to take all such steps as may be necessary, proper or expedient to give effect to this resolution." By Order of the Board of Directors Registered Office: For TAINWALA CHEMICALS AND PLASTICS (INDIA) LIMITED "Tainwala House", Road No. 18, M.I.D.C., Marol, Andheri (East), (RAKESH TAINWALA) Mumbai - 400 093. Managing Director Place : Mumbai. Date : 9th August, 2011 2 Tainwala Chemicals And Plastics (India) Limited Annual Report 2010-2011 NOTES: 1. A MEMBER ENTITLED TO ATTEND AND VOTE vi. Avail nomination facility by filing in and IS ENTITLED TO APPOINT A PROXY TO ATTEND forwarding the nomination, pursuant to AND, ON A POLL, TO VOTE INSTEAD OF Section 109A of the Companies Act, HIMSELF, SUCH PROXY NEED NOT BE A 1956, form to the RTA, if not already MEMBER OF THE COMPANY. PROXIES, IN done. ORDER TO BE EFFECTIVE, MUST BE RECEIVED vii. Members are requested to quote BY THE COMPANY NOT LESS THAN 48 their E-mail Ids, Telephone/ fax HOURS BEFORE THE MEETING. numbers for prompt reply to their 2. An Explanatory Statement pursuant to Section communication. 173(2) of the Companies Act, 1956 in respect 5. Members can address their queries to the of the Special Business is annexed hereto. Company at [email protected] / [email protected]. 3. The Register of Members and the Share 6. In terms of the notification issued by SEBI, Transfer Books of the Company will remain equity shares of the Company are under closed from 21.9.2011 to 27.9.2011 (both days Compulsory Demat. The Company's ISIN No is inclusive). INE123C01018. 4. Members are requested to: 7. Members who attend the meeting are requested i. Immediately intimate change of address, to complete the enclosed attendance slip and if any, to the Company/Registrar and to deliver the same at the entrance of the Share Transfer Agent quoting reference meeting hall. to their Registered folio Number. 8. As a measure of economy, copies of the ii. Members are requested to send all share Annual Report will not be distributed at the transfer lodgments (Physical mode) / Annual General Meeting. Members are correspondence to the Registrar and therefore requested to bring their copies of Share Transfer Agent at the following the Annual Report at the time of attending the address up to the date of book closure: Meeting. M/s LINK INTIME INDIA PVT. LTD 9. Members desirous of obtaining any information, C-13, Pannalal Silk Mills Compound, concerning the accounts and operations of LBS Road, Bhandup (W), the Company are requested to address their Mumbai - 400 078. Tel.: 25963838. queries to "THE COMPLIANCE OFFICER" at the Company's registered office, at least 15 days iii. Quote registered Folio Number or DP ID/ before the date of the Annual General Meeting, Client ID in all correspondence. in order to enable the management to keep the iv. Furnish bank account details to RTA/ information ready at the meeting. Depository Participant to prevent 10. All amounts specified in Section 205 C (2)(a fraudulent encashment of dividend & b) of the Companies Act, 1956 due for warrants. transfer have been transferred to the Investors v. Members of the Company holding shares Education and Protection Fund within the in the physical form and who have prescribed time. No amounts are pending for multiple account(s) in identical name(s)or transfer to the Investors Education & Protection holding more than 1(one) share certificate Fund. in the same name under different ledger 11. All documents referred to in the accompanying folio(s) are requested to apply for Notice and Explanatory statement are open consolidation of such folio(s) and send for inspection at the Registered Office of the the relevant certificates to the registrar Company between 10.00 a.m. and 12.00 p.m. viz. M/s. Link Intime India Pvt. Ltd. on any working day. 3 Tainwala Chemicals And Plastics (India) Limited Annual Report 2010-2011 12. Section 109A of the Companies Act, 1956 has mail address with their DP and made available extended the Nomination facility to individuals to the Company by depositories through RTA. holdings shares in Companies. Shareholders Members holding shares in physical form are holding shares in the physical mode and wishing requested to submit their e-mail address to the to avail this facility may please write to the RTA duly quoting their Folio number. Members Company for the prescribed nomination form. holding shares in electronic form and who 13. Members holding shares in dematerialised form have registered their e-mail address with their are requested to bring their Client ID and DP- DP are requested to do so at the earliest so ID nos. for easier identification of attendance as to enable the Company to send the said at the meeting. documents in electronic form, thereby supporting the green initiative of the MCA. 14. Green Initiative: We request the Members to note that the Ministry of Corporate Affairs (MCA) vide documents viz.
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