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Transchem Ltd.

BSE: 500422 Sector: Health care
NSE: TRANSCHEM ISIN Code: INE019B01010
BSE 00:00 | 20 Mar 23.20 0.45
(1.98%)
OPEN

23.30

HIGH

25.85

LOW

22.90

NSE 05:30 | 01 Jan Transchem Ltd
OPEN 23.30
PREVIOUS CLOSE 22.75
VOLUME 1249
52-Week high 39.40
52-Week low 19.55
P/E
Mkt Cap.(Rs cr) 28
Buy Price 22.15
Buy Qty 100.00
Sell Price 25.00
Sell Qty 10.00
OPEN 23.30
CLOSE 22.75
VOLUME 1249
52-Week high 39.40
52-Week low 19.55
P/E
Mkt Cap.(Rs cr) 28
Buy Price 22.15
Buy Qty 100.00
Sell Price 25.00
Sell Qty 10.00

Transchem Ltd. (TRANSCHEM) - Director Report

Company director report

Dear Members

Your Directors are pleased to submit their Forty-first Annual Report togetherwith the Audited Financial Statements of your Company for the financial year ended 31March 2018.

Financial Results:

(' in lakhs)

Particulars Current year ended 31 March 2018 Previous year ended 31 March 2017
Income 211.09 178.42
Gross Profit/(Loss)before Depreciation & Taxation 41.91 79.93
Depreciation 96.90 101.81
Tax Expense 63.97 -
Other Comprehensive Income for the year net of taxes 0.72 (0.93)
Comprehensive income for the year (118.24) (22.81)

Dividend and Fund Transfer To Reserve:

In view of not having any business activity your Directors have not recommended anydividend to the equity shareholders. Further there being losses during the year no fundhas been transferred to reserve.

Information on State of Affairs of the Company

Due to various reasons your Company could not carry on any business activity during theyear. The fund available with the Company was parked with the mutual fund and/or providedto other corporate bodies as inter-corporate deposits wherein the Company has earneddividend/interest. All expenses net of other income were transferred to Balance Sheet aslosses.

Your directors are considering various business options to revive the Mushroom Divisionof the Company however due to national and international economic scenario none of themappeared feasible. Your directors are looking out for other options to utilize theresources in the best interest of the Company and its stake holders.

Change in the Nature of Business if any

There was no change in the nature of business during the year under review.

Material changes and commitments if any affecting the financial position of theCompany which have occurred between the end of the financial year of the Company to whichthe financial statements relate and the date of the report

There was no material change and/or commitment that may affect the financial positionof the Company has occurred between the end of the financial year of the Company to whichthe financial statements relate and the date of the report

Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future

No regulatory order has been passed during the year under review that may impact thegoing concern status and Company's operations in future.

Subsidiaries Associates and Joint Venture Companies:

Your Company is not having any subsidiary associate or joint venture. Further duringthe financial year under review no company become or ceased to be subsidiary jointventure or associate company of the Company.

Directors Responsibility Statement:

Pursuant to section 134(5) of the Act the Directors of the Company state as underthat:

(i) in the preparation of annual accounts applicable Accounting Standards have beenfollowed and there are no material departures in adoption of these standards;.

(ii) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe losses for the year;

(iii) the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

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

(v) the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively;

(vi) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

Directors And Key Managerial Personnel:

Mr. Rajen K Desai Director shall retire by rotation in the ensuing Annual GeneralMeeting and being eligible offers himself for re-appointment.

Independent Directors have submitted declaration of they being independent in terms ofSection 149(6) of the Act and SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 (hereinafter referred to as "SEBI Listing Regulations").

On successful completion of open offer made by Priyanka Finance Private Limited ("Acquirer")and Mr. Vijay Choraria ("PAC") in his capacity as the person acting inconcert pursuant to regulation 3(1) and 4 of Securities and Exchange Board of India(Substantial Acquisition of Shares and Takeovers) Regulations 2011 Mr. Mukesh JagatJethwani (DIN: 01486791) and Mr. Mirza Saeed Kazi (DIN: 03348588) were appointed asAdditional Directors on the Board of Company as their representatives with effect from 25September 2017. It is proposed to appoint them as Director at the ensuing Annual GeneralMeeting.

On completion of tenure of appointment of Mr. Dilip Shinde Executive Director Boardhas reappointed him for further period of three years effective 01 March 2018. It isrecommended to confirm his reappointment at the ensuing Annual General Meeting.

Apart from the above there was no change in directors and key managerial personnelduring the year under review. Evaluation of Board And Directors:

Pursuant to the provisions of the Act and Regulation 17(10) of the SEBI ListingRegulations and SEBI guidelines on Board Evaluation the Board has carried out an annualperformance evaluation of its own performance and that of the Directors individually.

The performance of the Board was evaluated after seeking input from all directors onthe basis of the criteria as specified in the SEBI guidelines.

Policy on Directors' appointment and remuneration and other details

The Company's policy on directors' appointment and remuneration and other matters hasbeen disclosed in the Corporate Governance Report that forms part of this report. Thepolicy has also been placed at the web-site of the Company.

Internal Control Systems and their adequacy:

Your Company has a sound internal control system commensurate with its size and natureof business which provides a reasonable assurance in respect of financial and operationalinformation safeguarding assets of the Company and ensuring compliance with corporatepolicies. All transactions are recorded and reported correctly.

Number of Board Meetings Held During The Year:

The Board of Directors duly met NINE times during the financial year ended 31 March2018. The dates on which the meetings were held are 06 April 2017 02 May 2017 30 May2017 11 August 2017 17 August 2017 04 September 2017 25 September 2017 11 November2017 and 09 February 2018.

Audit and other Board Committees:

Pursuant to the Act and SEBI Listing Regulations Board of Directors has constituted/renamed following Committees:

• Audit Committee;

• Nomination and Remuneration Committee;

• Stakeholders Relationship Committee.

The details of the aforesaid Committees have been provided in the report on CorporateGovernance.

AUDITORS:

i) Statutory Auditors

M/s. Maheshwari & Co Chartered Accountants (Firm Registration No. 105834W) willretire as Auditors of the Company at the conclusion of the ensuing Annual General Meetingbeing eligible Board proposed to re-appoint them as Statutory Auditors of the Company tohold office from conclusion of ensuing Annual General Meeting (AGM) until the conclusionof Forty-Sixth AGM of the Company to be held in the year 2023 at such remuneration plusapplicable taxes based on the recommendation of the Audit Committee as may be mutuallyagreed upon.

ii) Statutory Auditors' Report

There is no qualification reservation adverse remark or disclaimer made by theStatutory Auditors in their report for the financial year ended 31 March 2018.

iii) Disclosure under Section 143(12) of the Act

The Statutory Auditors of the Company have not reported any instances of fraud orirregularities under provisions of Section 143(12) of the Act and Rules made there underin the management of the Company during financial year under review.

iv) Secretarial Auditor

According to the provisions of Section 204 of the Act read with Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 Company has appointedCS Amita Saxena (FCS 3964 CP 3438) as Secretarial Auditor. The Secretarial Audit Reportsubmitted by her is enclosed as a part of this report.

v) Cost Record

Pursuant to sub-section (1) of Section 148 of the Act Company is not required tomaintain cost records. Particulars of Loans Guarantees or Investments:

There was no guarantee given or investments made or security provided pursuant toSection 186 of the Act during financial year under review and hence the said provisionsare not applicable.

The details of loan given during the financial year have been disclosed in theexplanatory notes to the financial statement. Related Party Transactions:

Apart from payment of sitting fee to non-executive directors and remuneration toexecutive director your Company has not entered into any related party transactions asspecified in Section 188 of the Act. Details of related party transactions as requiredunder Ind-AS - 24 'Related Party Disclosures' are reported in the explanatory notes to thefinancial statements.

Details of related party transactions if any are regularly placed before the AuditCommittee and also before the Board for its approval. Wherever required prior approval ofthe Audit Committee is obtained and such transactions are placed before the AuditCommittee and the Board of Directors.

Corporate Social Responsibility:

The provisions of Corporate Social Responsibility are not applicable to your Company asyour Company has not earned sufficient profit during last financial years neither has thenet worth of ' 500 crores nor the turnover of ' 1000 crores.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013:

The Company does not have specified number of employee at any place of its business andhence the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 are not applicable to the Company.

Risk Management:

Pursuant to Section 134 of the Act the Company has a risk management policy in placefor identification of key risks to the business objectives of the Company impactassessment risk analysis risk evaluation risk reporting and disclosures riskmitigation and monitoring and integration with strategy and business planning.

A detailed exercise is being carried out to identify evaluate manage and monitor bothbusiness and non business risk. The Board periodically reviews the risks and suggestssteps to be taken to control and mitigate the same through a properly defined framework.

Whistle blower policy/Vigil mechanism

As required under Regulation 22 of the SEBI Listing Regulations the Company has aneffective Whistle Blower Policy in place to deal with the instances of fraud andmismanagement. The policy is available on the Company's website at www.transchem.net.

The policy provides for adequate safeguard against the victimisation of the employees.The Vigil Mechanism is overseen by the Audit Committee.

Extract of Annual Return:

The details forming part of the extract of annual return in Form MGT 9 are attachedwith this report and forming part of it. Annual Return of the Company as at year ended 31March 2018 is posted at the web-site of the Company.

Compliance of Secretarial Standards:

The Board of Directors hereby confirms that all the applicable Secretarial Standardshave been complied with during the year under review.

Particulars of Employees

The information required under Section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow:

a. The ratio of remuneration of each director to the median remuneration of employeesof the Company for the financial year:

Non-executive Directors: No remuneration is being paid to Non-Executive Directorsexcept sitting fee for attending Board Meetings.

Executive Director: Mr. Dilip Shinde - Ratio to median remuneration - 1.12

b. The Percentage increase in remuneration of Director - There was an increase of5% in remuneration of Executive Director

c. The percentage increase in the median remuneration of employee - 5%

d. The number of permanent employee on the roll of Company - 10

e. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in managerial remuneration.

Average increase in the remuneration of employee was 5% including managerial personnel..

Disclosure required pursuant to Section 197 of the Act read with rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014:

(i) The Company has no employee drawing remuneration equal to or exceeding ' 1.02 Crorewhen employed throughout the financial year ;

(ii) The Company has no employee drawing remuneration equal to or exceeding ' 8.5 Lakhper month in case employed for part of the year.

(iii) The Company has no employee drawing remuneration more than the Managing Directorand holding himself or along with spouse and dependent children 2% or more shares in thecapital of the Company.

Deposits:

The Company has neither invited nor accepted any deposits from public during the year.

Conservation of Energy Technology Absorption and Foreign Exchange Earnings/Outgo u/s134(3)(m) of the Act:

a) . Conservation of Energy:

Conservation of energy is continuous process at your Company and all prudent steps arebeing taken to conserve the resources.

b) . Technology Absorption:

Your Company is not using any specific technology.

c) . Research & Development:

Your Company is not carrying out any research.

d) . Foreign Exchange Earnings and Outgo:

During the year there was neither any Foreign Exchange earning nor outgo.

Corporate Governance:

The Board has been committed to adopt besides any obligations under applicable laws orregulations relevant best practices for Corporate Governance. Further the Company isregular in submitting compliance reports on Corporate Governance to the Stock Exchangewherein its securities are listed and has fully implemented all the requirements asprescribed under the SEBI Listing Regulations.

Share Capital:

There was no change in capital structure of the Company during the year.

Acknowledgement:

Your Directors wish to place on record their appreciation of the support andco-operation received from the Government authorities and the Company's Bankers. YoursDirectors also commend the contribution made by the employees.

By order of the Board of Directors For TRANSCHEM LIMITED

PLACE: Mumbai (Dilip S Shinde) (Rajen K Desai) (Mirza Saeed Kazi)
DATE : 04 August 2018 Executive Director Director Director
(DIN-01763995) (DIN-00382740) (DIN-03348588)