Your Directors are pleased to submit their Forty-Third Annual Report togetherwith the Audited Financial Statements of your Company for the financial year ended March31 2020.
(Rs in lakhs)
|Particulars ||Current year ended March 31 2020 ||Previous year ended March 312019 |
|Income ||275.97 ||292.59 |
|Gross Profit before Depreciation & Tax ||136.60 ||157.35 |
|Depreciation ||57.34 ||79.85 |
|Tax Expenses ||38.30 ||47.00 |
|Net Profit/ (Loss) after Tax ||40.96 ||30.50 |
|Other Comprehensive Income/(Loss) for the year Net of Taxes ||(162.12) ||86.47 |
|Comprehensive Income/(Loss) for the year ||(121.16) ||116.97 |
Review of Business Operations
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 or invested in the Capital of otherbodies corporate. On the inter-corporate deposits/investment Company has earneddividend/interest.
Impact of Covid-19 pandemic
The spread of COVID-19 pandemic affected activities of businesses across the globe. Inmany countries including India there has been severe disruption to regular businessoperations due to lock-downs disruptions in transportation travel bans quarantinessocial distancing and such other emergency measures. In assessing the recoverability ofreceivables inventories loans and other financial assets the Company has consideredinternal and external information up to the date of approval of the financial statements.Considering the uncertainties involved in estimating the impact of this pandemic thefuture impact of this pandemic may be different from those estimated as on the date ofapproval of these financial statements.
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 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
Pursuant to Section 180(1)(a) and other applicable provisions if any of the Act andall other applicable rules regulations and statutory provisions and in terms of consentreceived from shareholders by way of special resolution passed through postal ballot onMarch 23 2019 the Company has sold out its land situated at Gat nos. 379 382 380381384 416 (part) 433 434 435 438 436 (part) and 383 of Village Bebadohal and Gatno. 579 (part) of Village Urse situate at Talegaon Taluka Maval District Pune 410 506together with its land structures machinery & fixtures therein to an unrelated partyfor a total consideration of Rs. 26.00 Crores.
Management of your company is considering various options to utilize the amount in bestinterest of the Company and its stakeholders.
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 has become or ceased to be subsidiary jointventure or associate 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 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 theLoss 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
Mr. Rajen K Desai (DIN-00382740) has resigned from the office of director of theCompany on May 20 2020 on account of his health.
In terms of the provisions of Section 152(6) of the Act Mr. Mukesh Jagat Jethwani(DIN: 01486791) Director of the Company shall retire by rotation at the ensuing AnnualGeneral Meeting and being eligible offers himself for reappointment.
Apart from the above there was no change in directors.
Key Managerial Personnel
Pursuant to the provisions of Section 203 of the Act read with the rules made thereunder the following employees are the whole time key managerial personnel of the Company:
1. Mr. Dilip S Shinde - Whole-Time Director;
2. Mr. Mukesh Garach - Chief Financial Officer;
3. Ms. Neeraja Karandikar - Company Secretary and Compliance Officer.
There was no change in key managerial personnel during the year under review.
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 forms part of the CorporateGovernance Report annexed 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. Risk Management Policy;
8. 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 2020.
Board and Committee Meetings held during the year
The Board of Directors duly met 4 (FOUR) times during the financial year ended March31 2020 and the gap between the two Board Meetings did not exceed 120 days. The dates onwhich the Board meetings were held are May 11 2019 August 05 2019 November 14 2019and February 01 2020. Other details of the Board Meetings regarding attendance ofdirectors are furnished in the Corporate Governance Report.
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 aforesaid Committees as at March 31 2020 have been provided in thereport on Corporate Governance.
Annual Return and Extract of Annual Return
In compliance with section 92 (3) and 134(3)(a) of the Act Annual Return of theCompany as at year ended March 31 2019 has been posted at the web-site of the Company atwww.transchem.net.
The details forming part of the extract of annual return for the year ended March 312020 in Form MGT-9 are attached with this report as Annexure I.
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 2020 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 312020. The Secretarial AuditReport submitted by her for the year ended March 312020 attached with this report asAnnexure II. The Secretarial Audit Report does not contain any adverse remark reservationor 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 2020-21.
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 made investment in securities of otherbodies corporate in compliance with the provisions of 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 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.
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 websitewww.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.
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. Dilip Shinde - Ratio to median remuneration - 1.00 times.
b. The Percentage increase in remuneration of Director - Nil.
c. The Percentage increase in remuneration of Chief Financial Officer - 5.00%
d. The Percentage increase in remuneration of Company Secretary - 50.00%
e. The percentage increase in the median remuneration of employee - 2.09%
f. The number of permanent employee on the roll of Company - 15
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 (2019-20) is 7.62% and the averagepercentile increase in the managerial remuneration is 7.29%.
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.
Disclosure pursuant to Section 197(14) of the Act is not applicable to the Company.
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 u/s 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.
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 whereat its securities are listed and has fully implemented all the requirementsas prescribed under the SEBI Listing Regulations.
The paid up equity share capital as on March 31 2020 was '122400000/- divided into12240000 Equity Shares of '10/- each. The equity share capital of the Company is listedon BSE Limited. The shares are actively traded on BSE and have not been suspended fromtrading.
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.
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: Thane ||(Dilip S Shinde) ||(Mirza Saeed Kazi) |
|DATE : June 30 2020 ||Whole Time Director ||Director |
| ||(DIN-01763995) ||(DIN-03348588) |