Your Directors are pleased to submit their Forty-Fifth Annual Report togetherwith the Audited Financial Statements of your Company for the financial year ended March31 2022.
(Rs in lakhs)
|Particulars ||Current year ended March 31 2022 ||Previous year ended March 31 2021 |
|Income ||666.05 ||437.33 |
|Gain on sale of Property Plant and Equipment ||- ||2245.90 |
|Gross Profit before Depreciation & Tax ||391.60 ||2489.39 |
|Depreciation ||0.78 ||12.43 |
|Tax Expenses ||104.00 ||61.95 |
|Net Profit/ (Loss) after Tax ||286.82 ||2415.01 |
|Other Comprehensive Income/(Loss)for the year Net of Taxes ||49.07 ||202.63 |
|Total Comprehensive Income/(Loss) for the year ||335.89 ||2617.64 |
Review of Business Operations
During the previous financial your Company has monetized its Mushroom Plant situated atGat No. 379 Village Bebadohol Pune. The management of the Company is looking for newbusiness opportunities and has temporarily invested the funds in short term treasuryoperations
Dividend and Reserves
Your Directors have not recommended any dividend to the equity shareholders. Further noamount has been transferred to reserve as well.
Change in the Nature of Business if any
There was no change in the nature of business of the Company during the year underreview.
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
No material changes and commitments affecting the financial position of the Companyhave occurred in the Company since the end of Financial Year 2021-22 till the date of thisreport.
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 significant and/or material order passed by the regulators or courts or tribunalsduring the year under review that may impact the going concern status and Company'soperations 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 has become or ceased to be subsidiary jointventure or associate of the Company.
Directors Responsibility Statement
Pursuant to sub section 3(c) of Section 134 of the Companies Act 2013 ("theAct") the Board of Directors of the Company hereby state and confirm that:
(i) in the preparation of annual accounts applicable Indian Accounting Standards havebeen followed 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 theProfit of the Company 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
Following were the changes with respect to directorships on the Board of the Companyduring the financial year ended March 31 2022
a) Mr. Mahesh S. Rananavre (DIN 08296631) was appointed by the Board as AdditionalDirector on May 29 2021 and was appointed as Whole Time Director by the Board effectiveJune 012021 for a term of five years. Shareholders appointed him Director and confirmedhis appointment as Whole Time Director effective June 01 2021 for a term of five years intheir 44th Annual General Meeting held on September 25 2021.
b) Mr. Mukesh J. Jethwani (DIN 01486791) a Non-Executive Director resigned on February05 2022 with immediate effect citing his preoccupancy as reason to resign.
Apart from the above there was no change in Directors of your Company during thefinancial year ended on March 312022.
In terms of the provisions of Section 152(6) of the Act Mr. Mahesh S Rananavre (DIN-08296631) Director of the Company shall retire by rotation at the ensuing Annual GeneralMeeting and being eligible offers himself for re-appointment.
Key Managerial Personnel
Pursuant to the provisions of Section 203 of the Act read with the rules made thereunder the following employees are the key managerial personnel of the Company:
1. Mr. Mahesh S. Rananavre - Whole-Time Director (with effect from June 01 2021)
2. Mr. Mukesh Garach - Chief Financial Officer;
3. Ms. Neeraja Karandikar - Company Secretary and Compliance Officer.
Evaluation of Board it's Committees and Individual Directors
Your Company has devised a formal process for annual evaluation of performance of theBoard its Committees and Individual Directors ("Performance Evaluation"). Itcovers the areas relevant to the functioning as Independent Directors or other Directorsmember of Board or Committees of the Board.
The Board reviewed the performance of individual directors on the basis of criteriasuch as the contribution of the individual director to the board and committee meetingslike preparedness on the issues to be discussed meaningful and constructive contributionand inputs in meetings etc. In a separate meeting of independent directors performance ofnon-independent directors and the board as a whole was evaluated. The IndependentDirectors in the said meeting also evaluated the quality quantity and timeliness of flowof information between the company management and the Board that is necessary for theBoard to effectively and reasonably perform their duties. Additionally the Chairperson ofthe Board was also evaluated on key aspects of her role taking into account the views ofexecutive directors and non-executive directors. Performance evaluation of independentdirectors was done by the entire board excluding the Independent Director being evaluatedas provided in the Guidance Note on Board Evaluation issued by the Securities and ExchangeBoard of India.
Criteria for determining qualifications positive attributes and independence of adirector
The policy on Director's appointment and remuneration including criteria fordetermining qualifications positive attributes independence of Director and alsoremuneration for key managerial personnel and other employees as available on the websiteof the Company at www.transchem.net forms part of the Corporate Governance Reportannexed to this Annual Report.
Familiarisation programme for the independent directors
Company is having in place a programme to familiarise the Independent Directors withthe Company at the time of their appointment. It is designed to include compliancesrequired from him/ her under the Act SEBI Listing Regulations and other relevantregulations.
Policies of the Company
The Company is determined in maintaining a good corporate governance practice and has arobust system for smooth and effective functioning of the Board. Various policies havebeen framed by the Board of Directors as required under the Act and SEBI ListingRegulations in order to follow a uniform system of procedures. These policies areperiodically reviewed and updated by the Board of Directors of the Company from time totime. Following are some of the major policies adopted by the Company and placed at itswebsite at www.transchem.net:
1. Code of Conduct for Corporate Governance;
2. Code of Conduct for Prevention of Insider Trading;
3. Code of Practice and Procedure for fair disclosure of Un-published Price SensitiveInformation;
4. Policy on determination of Material Criteria for Disclosure;
5. Policy on Nomination and Remuneration;
6. Policy on Preservation of documents;
7. Policy on Related Party Transactions;
8. Risk Management Policy;
9. Whistle Blower Policy.
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 its assets prevention and detection of frauds and errorsaccuracy and completeness of the accounting records and timely preparation of reliablefinancial disclosures.
The Internal Auditor monitors and evaluates the efficacy and adequacy of internalfinancial control system in the Company its compliance with operating systems accountingprocedures application of the instructions and policies fixed by the senior management ofthe Company. The Audit Committee reviews the report on Internal Control submitted by theInternal Auditors on a quarterly basis.
Based on the assessment carried out by the Audit Committee the internal financialcontrols were adequate and effective and no material weakness or significant deficienciesin the design or operation of internal financial controls were observed during thefinancial year ended March 31 2022.
Board and Committee Meetings held during the year
The Board of Directors duly met 4 (Four) times during the financial year ended March312022. The dates on which the Board meetings were held are May 29 2021 August 122021 October 30 2021 and February 05 2022. Other details of the Board Meetingsregarding attendance of directors are furnished in the Corporate Governance Report.
Board Committees Meetings
Pursuant to the Act and SEBI Listing Regulations Board of Directors has constitutedfollowing Committees:
Nomination and Remuneration Committee;
Stakeholders Relationship Committee.
The details of the constitution of aforesaid Committees and meetings held there ofduring the year ended March 31 2022 have been provided in the report on CorporateGovernance.
In compliance with Section 92 (3) and 134(3)(a) of the Act Annual Return of theCompany for the year ended March 31 2022 has been posted at the web-site of the Companyat www.transchem.net.
i) Statutory Auditors
M/s. Maheshwari & Co Chartered Accountants (Firm Registration No. 105834W) wereappointed as the Statutory Auditors of the Company for a period of five financial yearsand to hold office until the conclusion of Forty-Sixth AGM of the Company to be held inthe year 2023.
The Auditors' Report for the financial year ended March 31 2022 on the financialstatements of the Company is a part of this Annual Report. The Auditors' Report does notcontain any adverse remark qualification or reservation.
ii) 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.
iii) 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 the Board of Directorshas re-appointed CS Amita Saxena (FCS 3964 CP 3438) Practicing Company Secretary as theSecretarial Auditor of the Company for the year ended March 31 2022. The SecretarialAudit Report submitted by her for the year ended March 31 2022 attached with this reportas "Annexure I". The Secretarial Audit Report does not contain anyadverse remark reservation or qualification.
iv) Cost Record
Pursuant to sub-section (1) of Section 148 of the Act the Company is not required tomaintain cost records.
v) Internal Auditor
The Board of Directors has re-appointed M/s. L. T Jadav & Company (CharteredAccountants) (Membership No. 037240; FRN No. 118218W) as Internal Auditor of the Companyfor the financial year 2022-23.
Particulars of Loans Guarantees or Investments
There was no guarantee given or security provided pursuant to Section 186 of the Actduring financial year under review. Company has provided loan to other body corporates andmade investment in securities of other bodies corporate in compliance with the provisionsof the Act.
The details of loan given and investment made during the financial year have beendisclosed in the explanatory notes to the financial statements.
Related Party Transactions
Apart from payment of sitting fee to non-executive directors and remuneration to KeyManagerial Personnel your Company has also paid Consultancy charges to M/s Crest VenturesLimited a Company wherein promoters are common in consideration of consultancy servicesreceived by the Company from the said Crest Ventures Limited. The transaction is beingentered by the Company in its ordinary course of business and at arm's length.Accordingly pursuant to proviso to Section 188(1) not attracts the provisions of Section188. However as per the provisions of Regulation 23 of SEBI Listing Regulations since ithas been entered with a related party and the transaction value exceed 10% of the AnnualConsolidated Turnover of the company as per the Last Audited Financial Statement of theCompany it is considered as "Material". Details of such material contracts orarrangements or transactions at arm's length basis are provided in Form AOC-2 annexed tothis report as "Annexure II".
Details of related party transactions are regularly placed before the Audit Committeeand also before the Board for its approval. Wherever required prior approval of the AuditCommittee is obtained and such transactions are placed before the Audit Committee and theBoard of Directors.
As required under the SEBI Listing Regulations the Company has formulated a Policy onRelated Party Transactions which has been put up on the Company's website www.transchem.net.
Corporate Social Responsibility
Pursuant to Section 135 of the Act provisions of Corporate Social Responsibility arenot applicable to your Company as your Company has not earned net profit of '5 crore ormore during previous financial year neither it has the net worth of '500 crores or morenor the turnover of the Company was of '1000 crores or more for the previous financialyear.
Disclosure under the Sexual Harassment of Women At Workplace (Prevention ProhibitionAnd Redressal) Act 2013
The Company has zero tolerance towards any action on the part of any employee which mayfall under the ambit of 'Sexual Harassment' at workplace and is fully committed to upholdand maintain the dignity of every women employee working in the Company. The Companyvalues the dignity of individuals and strives to provide a safe and respectable workenvironment to all its employees.
The Company is committed to provide an environment which is free of discriminationintimidation and abuse. However since Company does not have specified number of employeeat any place of its business and hence the provisions of the Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 are not applicable to it.It has been notified that in case any employee faces any such incidence she maycommunicate the same to the Chairperson of Audit Committee for appropriate action.
During the financial year ended March 31 2022 no compliant was received under the Act.
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 Directors and employees to report their concerns about unethicalbehaviour actual or suspected fraud or violation of the code of conduct /business ethics.The vigil mechanism provides for adequate safeguards against victimisation of theDirector(s) and employee(s) who avail this mechanism. All Directors and employees havedirect access to the Chairperson of the Audit Committee.
Compliance of Secretarial Standards
The Board of Directors hereby confirms that all the applicable Secretarial Standardshave been duly 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. Mahesh S Ranaware - Ratio to median remuneration - 2.40 times.
b. The Percentage increase in remuneration of Director - NA.
c. The Percentage increase in remuneration of Chief Financial Officer - 5.00%
d. The Percentage increase in remuneration of Company Secretary - 5.00%
e. The percentage increase in the median remuneration of employee - 30.13 %
f. The number of permanent employee on the roll of Company - 17
g. 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 percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year is 7% and the average percentile increasein the managerial remuneration to the KMP's is 5%.
h. Affirmation that the remuneration is as per the remuneration policy of the company:
Remuneration paid to the employees including KMPs is as per the Remuneration Policy ofthe Company.
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;
(i) The Company has no employee drawing remuneration equal to or exceeding '8.5 Lakhper month in case employed for part of the year;
(ii) 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.
Accordingly disclosure pursuant to Section 197(14) of the Act is not applicable to theCompany.
The Company has neither invited nor accepted any deposits which would be covered underSection 73 of the Act read with the Companies (Acceptance of Deposits) Rules 2014(including any statutory modification(s) or re-enactment(s) thereof for the time being inforce) during the year under review.
Disclosure on Conservation of Energy Technology Absorption and Foreign ExchangeEarnings/Outgo under Section 134(3)(m) of the Act
A) Conservation of Energy
(i) The steps taken or impact on conservation of energy:
The Company being a responsible corporate citizen makes conscious efforts to reduceits energy consumption wherever feasible.
(ii) Steps taken by the Company for utilizing alternate source of energy:
The management is continuously exploring feasible alternate sources of energy.
(iii) The capital investment on energy conservation equipment:
There is no capital investment on energy conservation equipment during the period underreview.
B) Technology Absorption
(i) The efforts made towards technology absorption and benefits derived:
The Company evaluates technology developments on a continuous basis and keep theorganisation updated. However considering the business activities of the Company theCompany did not use any particular technology.
(ii) The Company has not imported any technology during the year.
(iii) The Company has not incurred any expenditure on Research and Development duringthe period under review.
C) Foreign Exchange Earnings and Outgo
There was no foreign exchange earning and outgo during the year under review.
Corporate Governance and Management Discussion and Analysis
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 BSE Limited the StockExchange where at its securities are listed and has fully implemented all the requirementsas prescribed under the SEBI Listing Regulations. The report on Corporate Governance asstipulated under SEBI Listing Regulations forms part of the Annual Report. The requisitecertificate from CS Amita Saxena (FCS 3964 CP 3438) Practicing Company Secretary andSecretarial Auditor of the Company confirming compliance with the conditions of CorporateGovernance is attached to the report on Corporate Governance.
The aforesaid Certificate does not contain any adverse remark reservationqualification or disclaimer remark.
A detailed discussion on the overview of the industry and important changes in theindustry during the last year; external environment and economic outlook; induction ofstrategic and financial partners during the year; business performance information on theoperational and financial performance among others and future outlook as stipulated underthe SEBI Listing Regulations and Section 134(3) is included in the Management Discussionand Analysis Report forming an integral part of the Annual Report.
The paid up equity share capital as on March 31 2022 was Rs. 122400000/- dividedinto 12240000 Equity Shares of Rs. 10/- each. The equity share capital of the Company islisted on BSE Limited. The shares are actively traded on BSE Limited and have not beensuspended from trading.
There was no change in the capital structure of the Company during the year.
1. Your Company is not required to obtain credit rating.
2. The Company does not have any scheme or provision of money for the purchase of orsubscription to its own shares by the employees/ Directors or by trustees for the benefitof the employees/ Directors.
3. There is no Corporate Insolvency Resolution Process initiated under the Insolvencyand Bankruptcy Code 2016. 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 |
| ||(Mahesh S Rananavre) ||(Mirza Saeed Kazi) |
|Place: Thane ||Whole Time Director ||Director |
|Date : May 21 2022 ||(DIN 08296631) ||(DIN 03348588) |