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Triochem Products Ltd.

BSE: 512101 Sector: Health care
NSE: N.A. ISIN Code: INE331E01013
BSE 05:30 | 01 Jan Triochem Products Ltd
NSE 05:30 | 01 Jan Triochem Products Ltd

Triochem Products Ltd. (TRIOCHEMPRODUCT) - Director Report

Company director report

To the Members

Your directors are pleased to present their 50* Annual Report on the business andoperation of the Company along with the Audited Financial Statements for the financialyear ('FT) ended 31st March 2022.

FINANCIAL RESULTS (Rupee in Lakh)

Particulars Year ended March 2022 Year ended March 2021*
Revenue from Operation 882.16 1393.84
Earnings Before Interest Taxes Depreciation and Amortization 189.95 (33.33)
Less: Finance Cost 1.71 10.90
Less: Depreciation and Amortization Expense 11.92 13.88
Profit before exceptional items and tax 176.32 (58.11)
Exceptional Items - -
Profit Before Tax 176.32 (58.11)
Less: Tax Expense 44.04 (13.41)
Profit for the period from continuing operations 132.28 (44.70)
Profit before tax from discounted operations - -
Tax expense of discontinued operations - -
Profit for the period from discontinued operations - -
Profit for the period 132.28 (44.70)
Other Comprehensive Income (net of tax) 1.20 (1-75)
Total Comprehensive Income 1.20 (1.75)
Opening balance in Retained Earnings 970.63 1015.33
Closing balance in Retained Earnings 1102.91 970.63

* Previous year figure has been recast/restated.

COMPANY'S PERFOMANCE:

During the financial year 2021-22 revenue from operation decreased to Rs.882.l6 lakhsas against Rs. 1393.84 lakhs in previous year. Cost of goods sold as a percentage torevenue from operation decreased to 71.39% as against 90.47% in the previous year.Employee cost as a percentage to revenue from operations increase to 5.63% as against4.80% in the previous year. Other expense as a percentage to revenue from operationsdecrease to 7.85% as against 8.08% in the previous year. The profit after tax for thecurrent year is Rs.132.28 lakhs against loss of 44.70 lakhs in the previous year.Decreased in cost of goods sold resulted s==skL net profit in the current year.

The Company is taking all necessary measures in terms of mitigating the impact of thechallenges being faced in the business. The Company is working towards being resilient inorder to sail through the current situation. It is focused on controlling the fixed costsmaintaining liquidity and closely monitoring the supply chain to ensure that themanufacturing facilities to restart smoothly.

DIVIDEND:

Since there is inadequate profit the directors are unable to recommend any dividendfor the financial year ended March 31 2022. The Dividend Distribution Policy of theCompany is set out as "Annexute A" and the same is posted on the Company'swebsite at following thelink:https://www.triochemproducts.com/uploadsdnvestor-relations/pdiydividend-distribution-oolicy-507.pdf

COVID-19:

The outbreak of coronavirus (COVID-19) has caused significant disruption and slow-downof economic activities during the last two years. The year 2021 started on a positive notewith strong signs of recovery after the first wave of COVID-19. However the second waveagain disrupted the market led by localized lockdowns and a dampened consumer sentiment.Repeated waves of infection supply-chain disruptions during the year and more recentlyinflation and geo-political tensions have created challenging times for the industry ingeneral. The successful roll-out of the world's largest vaccination drive has limited thenegative economic impact of successive waves of infection. Our operations have beenadversely affected during April-June 2021 and January-March 2022 due to variousrestrictions imposed by State Government with things now normalizing operations are onthe recovery path though inflationary pressure continues to impact the margins on anoverall basis.

In these difficult times of the Covid-19 pandemic resilience for an organization isparamount during the year the Company focused on achieving its business goalshand-in-hand with improving cash from operations and cutting costs. Necessary efforts weremade towards business continuity and resilience.

BUSINESS OPERATIONS:

During the year under review temporarily reduce activity due to the on-going impact ofCovid-19 pandemic in India as well as its customers markets. The business requirespersonal presentation & relationship building has taken a tremendous hit & isunlikely to see any possibility of revival with the addition of new customers in theimmediate future due to uncertainties on account of the prevalent worldwide pandemicbusiness from the regular customers is shrink by 80% massive disruptions across supply ofchain. We do not see significant improvement till overseas markets open completely. TheCompany have completed pending orders and new order received from regular customers. TheCompany will temporarily reduce activities till a clearer picture emerges.

The Company's operations for the financial year have been impacted by the spread ofCovid-19. The Management of the Company has assessed the impact of the pandemic on itsfinancial statements/position such as trade receivables investments inventories tradepayables and based on its best judgement and reasonable estimate has concluded that thereare no material adjustments required in the Financial Statements. The Company has carriedout this assessment based on available internal and external sources ^information up tothe date of approval of these financial statements and believes that the impact of Covid-

19 is not material to these financial statements and expects to recover the carryingamount of its assets. However the impact assessment of Covid-19 is a continuous processgiven the uncertainties associated with its duration and nature it is not possible toestimate the future impact as at the date of approval of this financial statement. TheCompany continues to monitor the economic effects of the pandemic while taking steps toimprove its execution efficiencies and the financial outcome.

The management expects no impairment to the carrying amounts of these assets. TheManagement will continue too closely monitor any changes to future economic conditions andasses its impact on the operation. The Company has sufficient liquidity to meet itsfinancial obligations. There is no major impact on the collection from our customers andwe are also making regular payments to our suppliers employees and other concernedpersons. The liquidity position of the company is in comfortable zone.

The market is expected to be stable during the end of FY2022-23 with the expectationof an improvement in the market conditions during the year the Company will endeavor toperform better than last year.

As regards to infrastructure Your Company's head office and factory are adequatelyequipped to provide complete support to the customer. Internal control systems have beenwell established and cost consciousness in factory operation will lead to improvedprofitability in the long run. Your Directors are confident that the company will improvethe performance in the current year

SHARE CAPITAL:

During the financial year under review Rs.2450000/- comprising of 245000 equityshares of Rs.10/- each continues to be the issued and paid-up capital of the Company.During the financial year 2021-2022 the Company has not issued any Equity Shares withdifferential voting rights granted stock options nor issued sweat Equity Shares.

TRANSFER TO RESERVES:

The Company has not transferred any amount to the Reserve for the financial year endedMarch 31 2022. The Board of Directors have decided to adjust the entire amount of profitfor the FY 2021-22 in the profit and loss account.

DEPOSIT:

During the year under review the Company did not accept any fixed deposits within themeaning of section 73 and 74 of the Companies Act 2013 read together with the Companies(Acceptance of Deposits) Rules 2014. No amount on account of principal or interest ondeposits from public was outstanding as on date of the Balance Sheet.

CHANGE IN THE NATURE OF THE BUSINESS IF ANY:

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

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY.

There have been no material changes and commitments affecting the financial positionof the Company which occurred between the end of the financial year to which thefinancial statements related and the date of the Report i.e. between 31st March 2022 to28* May 2022 except Covid-19 pandemic as explain above.

SUBSIDIARIES JOINT VENTURE OR ASSOCIATES:

During the year under review Company does not have any subsidiaries joint venturesor associated companies therefore disclosures in Form AOC-1 are not provided in thisreport. The policy for determining Material Subsidiaries in terms of Regulation l6(l)(c)of the Listing Regulation is not applicable to the Company.

PROJECTS & EXPANSION PLANS:

The Company assesses the future infrastructure requirements and continuously invests inthe same on need basis. During the financial year under review the Company has spentRs.5.92 lakhs towards capital expenditure.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).

MANAGEMENT DISCUSSION AND ANALYSIS:

In terms of the provision of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ("SEBILODR") theManagement Discussion and Analysis Report forms part of the Annual Report.

1) Outlook 2021-2022: Going forward the growth is expected to slow even more. Despitethe downturn the predicted expansion rate will be sufficient to get the economy back ontrack. In 2023 aggregate advanced-economy output will return to its pre-pandemic pattern.Global trade has recovered as a result of a shift in global demand. A solid rebound isprojected for investment and stronger trade policies.

2) Global Development and Their Effect: The last two years have been difficult for theworld economy on account of COVID-19 pandemic. Repeated waves of infection supply-chaindisruptions and more recently inflation and geo-political tensions have createdparticularly challenging times for business & industry and for policy making. Theadvance estimates suggests that the Indian economy in FY22 is poised for a sharp recoverycompared to that in the previous financial year. Despite COVID-19 related uncertaintiesthere were expectations of a strong double-digit recovery but an intense second wave ofCOVID-19 pandemic and the recent surge of third wave driven mostly by ‘Omicron' whichhas led to localized lockdowns and other mobility restrictions derailed this growth anddampened consumer sentiments.

3) Indian Economy: The Indian economy is estimated to have grown by nearly 8.2% in2021-22 fiscal year. The successful roll-out of the world's largest vaccination drivepick-up in government spending and better preparedness compared with first wave limitedthe negative economic impact. The Central Govt has plans to boost capital expenditurewith govt spending taking the lead and attracting private

investments in turn. The real GDP growth of the Indian economy in FY23 is expected tobe near 8% and fiscal deficit is projected to be 6.4% of GDP lower than the fiscaldeficit of 6.9% of the GDP in FY22. However the recent geo-political tensions andconflict in Ukraine will weigh on global growth projections. The overall CPI inflationcould remain elevated in the near future due to high input costs pressure largelystemming from supply-chain disruption shortage of critical inputs and upward pressure oncrude oil. The other downward risk to the global growth outlook is the emergence of newCOVID-19 variants and increased occurrences of extreme climate events.

4) Effect on Manufacturing Sector: The manufacturing sector was drastically impacted bythe pandemic. China which is the manufacturing hub of the world was severally impactedby the lockdowns. It brought the manufacturing facilities to a standstill derailing theentire global supply chain. Mandatory closures changes in buyer behaviour disruptions tothe supply chain amongst other factors contributed to the overall risk that themanufacturing industry is facing. The industry felt most of the impact causingunemployment decreases in revenue and notable delays in production.

5) Specialty Performance Chemicals and Solutions Manufacturing Industry: India occupiesa significant position in global API market. The Indian API industry has been gamering alot of attention globally due to the good quality of APIs which are being manufactured inthe country. Recently the Indian API industry has been witnessing a fabulous growth owingto a number of factors. Some of these factors are patent expiry of blockbuster drugsincreasing demand for low costing generics and innovation of new generation of APIs.Apart from these rise in geriatric population increasing disposable income risinghealthcare expenditure and increasing incidences of chronic diseases are the otherreasons which are driving the growth of the Indian API industry. According to report on"Indian API Market Outlook 2022" the Indian API domestic consumption market isforecasted to grow at a CAGR of around 10% from FY2016 - FY2022. This report provides theshare of India in the global API market. Furthermore it gives information about thecurrent scenario of the Indian API market and future forecasts related to it. RNCOSanalysts have mentioned the major drivers of the market and factors hindering growth ofthe market. The Indian API market has been segmented on the basis of various parameterssuch as type of manufacturing type of API and type of therapeutic area.

6) Challenges Galore: Few Manufacturers in the API Industry. India was once a favoureddestination for sourcing low-cost good quality API for manufacturing pharmaceuticalformulations. However China took over this market by creating huge capacities. Also theprice of APIs from China is 15-20% less than their production cost in India making itmore viable for the Indian companies to import. Consequently several companies shiftedtheir focus from the manufacturing of APIs to developing formulations. Another reason forthe reduced number of API manufacturers is low profit margin in the API business comparedto the formulations business. All these factors have therefore led to the decline innumber of API manufacturers in India. Inadequate Infrastructure Facilities Infrastructureis the main area where India lacks in comparison with other countries. The small &medium enterprises engaged in API manufacturing face a lot of problems in terms ofinfrastructure as they do not have enough supply of water or electricity; also they donot have warehouses where they can keep their excess stock or raw materials. In othercountries such as China there are free trade zones high tech parks and exporttJH&cessing zones. In India the recommendations for the development of API parks arestill under

consideration and will take time to get implemented. Therefore infrastructuredevelopment for API production is extremely essential for the enterprises to manufacturethe items to their maximum capacity (Indian API Market Outlook 2022 by The AssociatedChambers of Commerce and Industry of India)

7) Way forward: Given the fact that the domestic API industry has been struggling for along time because of high dependence on China it becomes even more prudent for thecountry to revive the domestic industry in the wake of an ongoing pandemic. To achievethat Ministry of Chemicals and Fertilizers; has recently issued the guidelines of thescheme "Strengthening of Pharmaceutical Industry (SPI) in 11th March 2022 with theobjectives of: (a) To strengthen the existing infrastructure facilities in order to makeIndia a global leader in the Pharma Sector by providing Financial assistance to pharmaclusters for creation of Common Facilities; (b) to upgrade the production facilities ofSMEs and MSMEs to meet national and international regulatory standards by providinginterest subvention or capital subsidy on their capital loans; (c) to promote knowledgeand awareness about the Pharmaceutical and Medical Devices Industry by taking up studiesbuilding databases and brining industry leaders academia and policy makers together toshare their knowledge and experience. The total financial outlay of the scheme for aperiod of five years from 2021-22 to 2025-26.

Ministry of Chemicals and Fertilizers strives to improve the infrastructural facilitiesof the pharma sector in the country towards making India a global leader in the sector(a) In order to make the country Atmanirbhar in pharmaceuticals the Department ofPharmaceuticals has launched the Production Linked Incentives (PLI) Scheme for promotionof domestic manufacturing of critical Key Starting Materials (KSMs)/Drug Intermediates(DIs) and Active Pharmaceuticals Ingredients (APIs) in India The outlay of the schemetenure from 2021-30. (b) Production Link Incentive (PLI) scheme for Pharmaceuticals hasbeen launched with tenure from FY2021 - FY2029. The scheme intends to enhance India'smanufacturing capabilities by increasing investment and production in the sector andcontributing to product diversification to high value goods in pharmaceuticals sector. Theeligible drugs under this scheme include APIs among other categories of pharmaceutical'sproducts (c) Scheme to provide further support to API pharma companies through providingfinancial assistance to the States for establishing three Bulk Drug Parks (d) Support tothe pharma clusters for creating common infrastructure facilities under Assistance toPharmaceuticals Industry for Common Facilities (API-CF). (e) Pharmaceutical TechnologyUpgradation Assistance Scheme (PTUAS) has also been approved to support SME units inpharmaceutical sector for quality & technology upgradation. (Reference Release ID:1812312; Posted On: 01 APR 2022 3:29 PM by PPB Delhi)

8) Risk management: As per provision of the Companies Act 2013 and good corporategovernance the Company has laid down procedures to inform the Board about the riskassessment and minimisation procedures and the Board shall be responsible for framingimplementing and monitoring the risk management plans for the Company. The aim is toensure sustainable business growth with stability and to promote a pro-active approach inreporting evaluating and resolving risks associated with the business. The AuditCommittee of the Company has periodically reviewed the various risk associates withbusiness of the Company. Such review includes risk identification evaluation andmitigation of the risk.

9) Company's Financial Performance & Analysis: During the year under review grossrevenue is lower by 36.71% at Rs.882.16 lakhs as against Rs.1393.84 lakhs in the previousyear. There is operating profit (EBIDTA) of Rs.189.95 lakhs in the financial year 2021-22as against loss of Rs.33.33 lakhs in the previous year. The gross revenue is lower becauseof temporarily reduce in manufacturing activities.

10) Internal Control Systems: Your Company has evolved a system of internal controls toensure that the assets are safeguarded and transactions are authorised recorded andcorrectly reported. The internal control system is supplemented by management reviews andindependent periodical reviews by the outside chartered accountancy firms which evaluatethe functioning and quality of internal controls and provides assurance of its adequacyand effectiveness. The scope of internal audit covers a wide variety of operationalmethods and as a minimum ensures compliance with specified standards with regard toavailability and suitability of policies and procedures extent of adherence reliabilityof management information system and authorization procedures including steps forsafeguarding of assets. The reports of internal audit are placed before Audit Committee ofthe Directors. Audit Committee reviews such audit findings and the adequacy of internalcontrol systems. The Statutory Auditors and the Internal Auditors of the Company alsointeract with the Audit Committee to share their findings and the status of correctiveactions under implementation.

11) Human Recourses: The Company lays great emphasis on proper management of humanresources and believes that this is the most important ingredient for achieving excellencein performance and sustainable growth. The management constantly reviews the skill mix andtakes appropriate steps to achieve desired skill mix. For upgrading the skill specialemphasis is laid on training. Selective and intensive training is being imparted toemployees at various levels.

12) Cautionary Statement: Statements in the Board's Report and the ManagementDiscussion & Analysis describing the Company's objectives expectations or forecastsmay be forward-looking within the meaning of applicable securities laws and regulationsActual results may differ materially from those expressed in the statement. Importantfactors that could influence the Company's operations include global and domestic demandand supply conditions affecting selling prices changes in government regulations taxlaws economic development regulations within the country lockdown conditions arising outof pandemic or otherwise and other factors such as litigation and industrial relations.

DIRECTOR'S RESPONSIBILITY STATEMENT:

Based on the framework of internal financial control and compliance system establishedand maintained by the Company work performed by the Internal Statutory Cost andSecretarial Auditors including audit of the internal financial control over financialreporting by the Statutory Auditor and the reviews performed by Management and therelevant Board Committee including the Audit Committee the Board is of the opinion thatthe Company1 s internal financial controls were adequate and effective during thefinancial year 2021-22.

Accordingly pursuant to Section 134(3) (c) and 134(5) of the Companies Act 2013(including any statutory modification^) for the time being in force) the Board ofDirectors of your Company to the best of their Knowledge and ability confirm that forthe year ended March 31 2022:

1) In the preparation of the annual accounts for the financial year ended March 312022 the applicable accounting standards read with requirements set out under ScheduleIII to the Act have been followed and there are no material departures from the same;

2) the Directors have 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 as at March 31 2022 and of theprofit/loss of the Company for the financial year from April 1 2021 to March 31 2022.

3) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

4) the Directors have prepared the annual accounts on a ‘going concern' basis;

5) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and.

6) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board received a declaration from all the directors under section 164 and otherapplicable provisions if any of the Companies Act 2013 that none of the directors ofthe company is disqualified under the provision of the Companies Act 2013 (‘Act') orunder the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

1) Appointment: No changes have taken place in the Board of Directors and KeyManagerial Personnel (KMP) from the date of last Annual Report.

2) Retirement by rotation and subsequent re-appointment: In accordance with theprovision of Section 152 and other applicable provisions if any of the Companies Act2013 read with the Companies (Appointment and Qualification of Directors) Rules 2014(including any statutory modification^) or re-enactment(s) thereof for the time being inforce) and the Articles of Association of the Company. Mr. Rajesh Ramu Deora (DIN:00312316) (Non-Executive Non-Independent) and Mr. Ramu Sitaram Deora (DIN: 00312369)(Non-Executive Non-Independent) Director of the Company retires by rotation at theensuing AGM and being eligible has offered himself for re-appointment. In accordance withthe provisions of the Companies Act 2013 read with the Rules issued thereunder theListing Regulations and the Articles of Association of the Company the IndependentDirectors and the Managing Director of the Company are not liable to retire by rotation.

The said re-appointment and terms and conditions thereof shall be approved by themembers at ensuing AGM as per the provision of the Act and Listing RegulationsAccordingly a resolution is being proposed in the notice of 50th AGM for the approval ofthe members of the company refer to item no. 2. and 4.

Pursuant to the provision of Regulation 3 6 of the SEBI (Listing Obligations andDisclosure Requirements) Regulation 2015 and Secretarial Standard 2 on General Meetingissued by Institute of Company Secretaries of India (ICSI) brief particulars of thedirectors proposed to be appointed/re- appointed are provided as an annexure to the noticeconvening the AGM.

3) Composition of the Board: The Company's policy is to have an appropriate blend ofnon-executive and independent directors to maintain the independence of the Boardfunctions of governance and management. No changes have taken place in the Composition ofthe Board from the date of last Annual Report.

The composition of the Board of Directors is fully complied with the provision of theCompanies Act 2013 and Regulation 17 of the Listing Regulations including theappointment of requisite number of Independent Directors and Woman Director. As on 31March 2022 the Board comprised of two (2) Non-Executive Independent Directors and four(4) Non-Executive Non-Independent Directors including Woman Director is a Non-executiveNon-Independent Directors. The Board has no institutional director.

4) Independent Directors with materially significant pecuniary or businessrelationship with the Company: There is no pecuniary or business relationship between theNon-Executive/Independent Directors and the Company. A declaration to this effect if alsosubmitted by all the Directors at the beginning of each financial year.

5) Independent Directors: The Company has received necessary declaration from eachIndependent Director under Section 149 (7) ?f the Companies Act 2013 that they meet thecriteria of independence laid down in Section 149 (6) of the Companies Act 2013 alongwith declaration received pursuant to sub rule (3) of Rule 6 of the Companies (Appointmentand Qualification of Directors) Rules 2014. They have also furnished the declarationpursuant to Regulation 25(8) of the SEBI Listing Regulations affirming compliance to thecriteria of Independence as provided under Regulation l6(l)(b) of the SEBI ListingRegulations.

Based on the declarations and confirmation of the Independent Directors and afterundertaking due assessment of the veracity of the same the Board of Directors recordedtheir opinion that all the Independent Directors are independent of the Management andhave fulfilled all the conditions as specified under the governing provisions of theCompanies Act 2013 and the SEBI Listing Regulations.

Further the Independent Directors have also confirmed that they have complied with theCompany's code of conduct.

6) Statement of Board of Directors: The Board is of the opinion that all theIndependent Directors of the Company possesses requisite qualifications experience andexpertise in chemicals/manufacturing industry strategy auditing tax and risk advisoryservices financial services corporate governance etc. and that they hold standards ofintegrity. They have played a pivotal role in safeguarding the interests fof allstakeholders. The Company has also issued formal appointment letters to all theIndependent

Directors in the manner provided under the Companies Act 2013 read with the Rulesissued thereunder. The terms and conditions for appointment of independent director and asample letter of appointment issued to the are posted on the Company's website under thesection ‘Investor Relations' tab ‘Appointment of Non-Executive IndependentDirector' at following the link:https://www.triochemproducts.com/investor-relations/investor-relations.aspx

The Independent Directors of the Company got included their names in the data bank ofIndependent Directors maintained with the Indian Institute of Corporate Affairs in termsof Section 150 of the Act read with Rule 6 of the Companies (Appointment &Qualification of Directors) Rules 2014.

7) Familiarization programme for the Independent Directors: The Independent Directorsare familiarized through various programmes on a continuing basis including: (a) Nature ofthe industry in which Company operates; (b) business model of the Company; (c) rolesrights responsibilities of Independent Directors etc.

In Compliance with the requirements of SEBI Regulations familiarization programmealong with their role rights and responsibilities as Directors the working of theCompany nature of the industry in which the Company operates business model etc it isalso display on website of the Company at following the link:https://www.triochemproducts.com/uploads/investor-relations/pdfs/familarization-program-for-independent-directors-31 .pdf

8) Code of Conduct: The Board of Directors has approved a Code of Conduct which isapplicable to the Members of the Board and all employees in day-to-day business operationsof the company. The Code lays down the standard procedure of business conduct which isexpected to be followed by the Directors and the designated employees in their businessdealings and in particular on matters relating to integrity in the workplace in businesspractices and in dealing with stakeholders. All the Board Members and the SeniorManagement personnel have confirmed compliance with the Code. The Code has been displayedon website of the Company at following the link:https://www.triochemproducts.com/uploads/Investor-relations/pdfs/directors--senior-management-personnel-24.pdf

9) Prevention of insider Trading: Pursuant to SEBI (Prohibition of Insider Trading)Regulations 2015 as amended the Company has adopted the Code of Internal Procedures andConduct for Regulating Monitoring and Reporting of Trading by Designated Persons andtheir Immediate Relatives along with Code of Fair Disclosures. The Code of Conduct toRegulate Monitor and Report Trading by employees and other connected persons has beendisplayed on website of the Company at following the link:https://wwwtriochemproductscomAiploads/favestor-relations/pdfs/regulate-monitor-and-report-trading-by-employees-and-connected-person-23.pdf

BOARD MEETINGS HELD DURING THE YEAR:

1) Board of Director: The Board of Directors met four (4) times during the financialyear. The dates on which the meetings were held are 29th June 2021 14th August 2021 13thNovember 2021 and 12th

February 2022. The maximum gap between any two Board Meetings did not exceed onehundred and twenty days

2) Independent Director: Schedule IV of the Companies Act 2013 and the Rulesthereunder and Regulation 25(3) of SEBI (LODR) Listing Regulation 2015 the independentdirector held their separate meeting on 31st March 2022 without attendance ofnon-independent directors and members of Management to inter alia: All Independentdirectors were present in meeting.

3) Attendance of Directors: Attendance of Directors at the Board Meetings held duringthe financial year ended 31st March 2022 and at last AGM:

Category

Number of meetings

Attendance at the last AGM
Name of Director (in alphabetical order) Held Attended Held on 25th September 2021.
Mr. Girish Kumar Pungalia Non-Executive Independent 4 4 Yes
Mrs. Grace R. Deora Non-Executive 4 4 Yes
Mr Shyam Sunder Sharma Non-Executive 4 3 Yes
Mr. Sunil S. Jhunjhunwala Non-Executive Independent 4 4 Yes
Mr. Rajesh R. Deora Non-Executive 4 4 Yes
Mr. Ramu S. Deora Non-Executive 4 4 Yes

COMMITTEES OF THE BOARD:

In accordance with the applicable provisions of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board had thefollowing Three (3) Committees as on 31st March 2022 along with their composition numberof meetings and attendance at the meetings are provided:

1) Audit Committee: The Audit Committee function in accordance with Section 177 of theAct 2013 read with the Rules issued thereunder and Regulation 18 of the ListingRegulations and its Charter adopted by the Board. The term of reference of the AuditCommittee. The members of the Audit Committee are financially literate and have experiencein financial management. The Audit Committee comprises of the following directors andAttendance of Directors at the Committee Meetings held during the financial year ended 31March 2022. No changes have taken place in the members of the Committees from the date oflast Annual Report

Name Status Category Meeting
Held Attended
Mr. Sunil S. Jhunjhunwala Chairman Non-Executive - Independent Director 4 4
Mr. Girish Kumar Pungalia Member Non-Executive - Independent Director 4 4
Mrs. Grace R. Deora Member Director 4 4

There have been no instances during the year when recommendations of the AuditCommittee were &ot accepted by the Board.

2) Nomination and Remuneration Committee: The Nomination and Remuneration Committee(‘NRC') functions in accordance with Section 178 of the Act Regulation 19 of theRegulations and its Charter as adopted by the Board. The Nomination and RemunerationCommittee comprising of the following directors and Attendance of Directors at theCommittee Meetings held during the financial year ended 31 March 2022. No changes havetaken place in the members of the Committees from the date of last Annual Report.

Name Status Category Meeting
Held Attended
Mr. Sunil S. Jhunjhunwala Chairman Non-Executive - Independent Director 4 4
Mr. Girish Kumar Pungalia Member Non-Executive - Independent Director 4 4
Mrs Grace R. Deora Member Director 4 4

All the recommendations made by the Nomination and Remuneration Committee were acceptedby the Board of Directors of the Company.

3) Stakeholders' Relationship Committee: The Stakeholders Relation Committee(‘SRC') looks into various aspects of interest of shareholders. The Committeeoversees performance of the Registrar and Share Transfer Agents of the Company relating toinvestor service and recommends measures for improvement. The company is having aStakeholders Relationship Committee comprising of the following directors and Attendanceof Directors at the Committee Meetings held during the financial year ended 31 March 2022.No changes have taken place in the members of the Committees from the date of last AnnualReport.

Name Status Category Meeting
Held Attended
Mr. Sunil S. Jhunjhunwala Chairman Non-Executive - Independent Director 4 4
Mr. Girish Kumar Pungalia Member Non-Executive - Independent Director 4 4
Mrs. Grace R. Deora Member Director 4 4

All the recommendations made by the Stakeholders Relationship Committee were acceptedby the Board of Directors of the Company.

EVALUATION OF PERFORMANCE OF THE BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

1) Key Managerial Personnel (‘KMP'): Mr. Ramu S. Deora Director; Mr. Puran J.Parmar Chief Financial Officer; and Ms. Ureca Shirish Shirole Company Secretary &Compliance Officer are Key Managerial Personnel of the Company in accordance with theprovisions of Section 2(51) and 203 of the Companies Act 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and Regulations 6(1) ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015. There has been no change in the Key Managerial Personnel (KMP) duringthe financial year.

2) Remuneration of directors key managerial personnel and particulars of employees:The

remuneration paid to the Directors is in accordance with the Nomination andRemuneration policy astamlated in accordance with Section 178 of the Companies Act 2013and Regulation 19 of the listing

Regulations (including any statutory modifications^) or re-enactments (s) thereof forthe time being in Force). The information required under Section 197 of the Companies Act2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 (including any statutory modification? or re-enactment(s) thereof for the time beingin force) in respect of Directors/employee of the Company is as follows:

The company director has forgone remuneration. Further no sitting fee has been paid toany director during the financial year. The particulars of the employees who are coveredby the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are:

(a) Employed throughout the year Nil
(b) Employed for part of the year Nil

The increase in remuneration of employees other than the Key Managerial Personnel isconsiderably in line with the increase in remuneration of Key Managerial Personnel. It isaffirmed that the remuneration paid to the Directors Key Management Personnel and seniormanagement is as per the Nomination and Remuneration Policy of the Company.

The number of permanent employees on the rolls of company: 11.

In terms of Section 136 of the Act the reports and accounts are being sent to themembers and others entitled thereto excluding the information on employees' particularswhich is available for inspection by the members at the Registered office of the companyduring business hours on working days of the company up to the date of ensuing AnnualGeneral Meeting. If any member is interested in inspecting the same such member may writeto the Chief Financial Officer in advance.

3) Nomination & Remuneration Policy: The Company has formulated and adopted theNomination and Remuneration Policy in accordance with the provisions of Companies Act2013 read with the Rules issued thereunder and the Listing Regulations. The said Policy ofthe Company inter alia provides that the Nomination and Remuneration Committee shallformulate the criteria for appointment if Executive Non-Executive and IndependentDirectors on the Board of Directors on the Board of Directors of the Company and personsin the Senior Management of the Company their remuneration including determination ofqualifications positive attributes independence of Directors and other matters asprovided under sub-section (3) of section 178 of the Companies Act 2013 (including anystatutory modification? or re-enactment(s) thereof for the time being in force). ThePolicy is available on the website of the Company at the following link:https:/Avww.triochemproducts.comAiploads/Investor-relations/pdfs/nomination-and-remuneration-policy-26.pdf

4) Directors Appointment and Remuneration Policy: The Board on the recommendation ofthe Nomination and Remuneration Committee has framed a Policy for selection andappointment of Directors & Senior Management and their remuneration. The Policy of theCompany on Directors appointment and remuneration including criteria for determiningqualifications positive attributes independence of Directors and other matters providedunder Section 178 (3) of the Act and Regulation 19 of the Listing Regulations is availableon the website of the Company at the following link:https://www.triochemproducts.com/utfioadsAnvestor-relations/pdfc/appointment--evahiation-of-board-of-directors-kmps-and-senior-management-personn-27.pdf

5) Performance Evaluation: The Nomination and Remuneration Policy of the Companyempowers the Nomination and Remuneration Committee to formulate a process for evaluatingthe performance of Directors Committees of the Board and the Board as a whole. Pursuantto the applicable provisions of the Act and the Listing Regulation the Directors carriedout the annual performance evaluation of the Board Committees of Board and IndividualDirectors along with assessing the quality and quantity and timelines of flow ofinformation between the Company management and the Board that is necessary for the Boardto effectively and reasonably perform their duties. An evaluation sheet was given to eachdirector wherein certain criteria were set out for which ratings are to be given.

EXTRACT OF ANNUAL RETURN:

The Annual Return of the Company as on March 312022 in Form MGT-7 in accordance withSection 92 (3) of the Act read with the Companies (Management and Administration) Rules2014 is available on the website of the Company at the following link:

https:/Avww.triochemproducts.comAiploads/lnvestor-relations/pdfs/draft-annual-retum-202122-506pdf

By virtue of amendment to Section 92(3) of the Companies Act 2013 the Company is notrequired to provide extract of Annual Return (form MGT- 9) as part of the Board's Reportvoluntary basis is attached as "Annexure B" form parts of the Board's Report.

CORPORATE GOVERNANCE:

In terms of Regulation 15(2) of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 states that The Compliancewith the corporate governance provisions as specified in regulation 17 [17A] 1819202122 23 24 24A 25 26 27 and clauses (b) to (i) [and (t)] of sub-regulation (2) ofregulation 46 and para C D and E of Schedule V shall not apply to listed entities havingpaid up equity share capital not exceeding rupees ten crore and net worth not exceedingrupees twenty five crore as on the last day of the previous financial year. We wish toinform you that in respect of our Company as on the last audited balance sheet as at31.03.2022 paid up equity capital of the company is Rs.24.50 lakh which is less than tencrores and net worth Rs.13.05 Crore which is less than rupees twenty- five crore which iswithin the limit as prescribed in Regulation 15(2) of SEBI (Listing Obligation andDisclosure Requirement) Regulations 2015.

Hence due to applicability of Regulation 15(2) of Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 the corporategovernance provision are not applicable to us. Further when the provision of the saidregulation becomes applicable to the Company at a later date the same shall be compliedwith within six months from the date on which the provisions become applicable to theCompany.

CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Companies Act 2013 regarding Corporate Social Responsibility shallnot be applicable to companies having net worth not exceeding Rs.500 crore or more orturnover not exceeding Rs.1000 crore or net profit not exceeding Rs.5 crore or moreduring any financial year as on the last day of the previous financial year. In thisconnection we wish to inform you that in respect of our Company as on the last auditedbalance sheet as at 31.03.2022 neither the net worth exceeds Rs.500 crores or turnoverexceeds Rsl000 crore or net profit exceeding Rs.5 crore. Hence the provisions ofCompanies Act 2013 regarding Corporate Social Responsibility would not be applicable.

AUDIT REPORTS AND AUDITORS:

1) Statutory Auditors: Pursuant to the provisions of Section 139 of the Companies Act2013 and the Rules made thereunder it is mandatory to rotate the statutory auditors oncompletion of the maximum term permitted under the provisions of Companies Act 2013. Inline with the requirements of the Companies Act 2013 M/s. Kanu Doshi Associates LLPChartered Accountants was appointed as Statutory Auditors of the Company to hold officefor a period of five consecutive years from the conclusion of the 45th AGM of the Companyheld on 26th August 2017 till the conclusion of the 50th AGM to be held in the year 2022.The Board of directors of the company has recommended the reappointment of M/s. Kanu DoshiAssociates LLP (Firm Registration No. 104746W/W100096) for second term for a period offive consecutive years from the conclusion of ensuring AGM till the conclusion of the AGMto be held for the financial year 2026-27. The requirement for the annual ratification ofauditors' appointment at the AGM has been omitted pursuant to Companies (Amendment) Act2017 notified on May 7 2018.

The auditors have confirmed their eligibility limits as prescribed in the CompaniesAct 2013 and that they are not disqualified from continuing as Auditors of the Company.In view of the above based on the recommendations of Audit Committee The Boardrecommends the Ordinary Resolution set out at Item No. 3 of the Notice of 50th AGM forapproval of the Members.

The Auditors' Report for the financial year ended March 31 2022 on the financialstatements of the Company forms a part of this Annual Report. The report does not containany qualification reservation adverse remark disclaimer or modified opinion.

2) Secretarial Auditors: Pursuant to the provisions of Section 204 of the Act read withRule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 M/s. Ragini Chokshi & Co. (CP No. 1436) Practicing Company Secretaries wasappointed to conduct the secretarial audit of the Company for the financial year 2021-22.The Company has received consent from M/s. Ragini Chokshi & Co. (CP No. 1436) CompanySecretaries to act as the auditors for conducting audit of the Secretarial records for thefinancial year ended 31st March 2023.

The report of the Secretarial Auditors is enclosed as "Annexure C" form partsof the Board's Report. There has been no qualification reservation adverse remark ordisclaimer given by the Secretarial Auditors in their Report.

3) Internal Auditors: Pursuant to the provisions of Section 138 of the Companies Act2013 and rules tnade there under (including any amendments) modification^) orre-enactment(s) thereof for the time being in force) the Board of Directors of theCompany on recommendation of Audit Committee at their meeting held on 28tilMay 2022 haveRe-appointed M/s Haren Sanghvi & Associates Chartered Accountant as InternalAuditors of the Company for the Financial Year 2022-23 to conduct Internal Audit of theCompany.

4) Cost auditor: The Central Government of India has not specified the maintenance theof cost records under sub-section (1) of section 148 of the Act for any of the products ofthe company. Accordingly during the year maintenance of Cost Records and Cost Audit wasnot applicable to the Company.

RELATED PARTY TRANSACTIONS:

In line with the requirements of the Companies Act 2013 and SEBI Listing Regulationsyour Company has formulated a Policy on Related Party Transactions which is available onthe website of the Company at following link:

https://Wwwtriochemproducts.com/uploads/Investor-relations/pdfs/related-party-transactions-29.pdfThe Policy intends to ensure that proper reporting; approval and disclosure processes arein place for all transactions between the Company and Related Parties.

All related party transactions are placed before the Audit Committee for its review andapproval. Prior/Omnibus approval of the Audit Committee is obtained on an annual basis fora financial year for the transactions which are of a foreseen and repetitive in nature.The statement giving details of all related party transactions entered into pursuant tothe omnibus approval together with relevant information are placed before the AuditCommittee for review and updated on quarterly basis.

All Related Party Transactions entered during the year were in Ordinary Course of theBusiness and at Arm's Length basis. During the year under review the Company has notentered into any contracts / arrangements / transactions with related parties whichqualify as material in accordance with the Policy of the Company on materiality of relatedparty transactions. Hence the disclosure of Related Party Transactions as required underSection 134(3) (h) of the Companies Act 2013 in ‘Form AOC-2' is not applicable.

The details of such related party transactions are available in the Notes to thefinancial statements section of this Annual Report

LOANS GURANTEES OR INVESTMENTS:

Dining the year under review the Company has not given/made any investment. Furtherthe Company has not given any loans or corporate guarantee or provide any security coveredunder the provisions of section 186 of the Companies Act 2013 read with the Companies(Meetings of Board and its Powers) Rules 2014

RISK MANAGEMENT:

As per provisions of the Companies Act 2013 and as part of good Corporate Governancethe company has long been followed the principle of risk minimization as is the norm inevery industry it has now become a compulsion. Therefore the Board members were informedabout the risk assessment and minimization procedures after which the Board formallyadopted steps for framing implementing and monitoring the risk management plan for thecompany. The Audit Committee of the Company has periodically reviewed

the various risk associates with business of the Company. Such review includes riskidentification evaluation and mitigation of the risk.

The main objective of this policy is to ensure sustainable business growth withstability and to promote a pro-active approach in reporting evaluating and resolvingrisks associated with the business. In order to achieve with the key objectives thepolicy establishes a structured and disciplined approach to Risk Management in order toguide decisions on risk related issues In today's challenging and competitiveenvironment strategies for mitigating inherent risks in accomplishing the growth plans ofthe Company are imperative. The common risks inter alia are Regulations competitiveBusiness risk Technology obsolescence Investments retention of talent and expansion offacilities. Business risk inter-alia further includes financial risk political riskfidelity risk legal risk. As a matter of policy these risks are assessed and steps asappropriate are taken to mitigate the same.

The Company has implemented Risk Management Policy and the Board of Directors hasprepared a comprehensive framework of risk management for assessment of risks and todetermine the responses to these risks so as to minimize their adverse impact on theorganization. The policy as approved by the Board of Directors which is available on thewebsite of the Company at following link:https://www.triochemnroducts.com/uploads/Investor-relations/pdfs/risk-management-policv-25.pdf

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conversation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3) (m) of the Act read with Rule 8 of TheCompanies (Accounts) Rules 2014 in Form A is annexed herewith "Annexure- D".

RESEARCH & DEVELOPMENT:

The information on Research and Development in Form B is annexed herewith as"Annexure D". INTERNAL FINANCIAL CONTROL AND THEffi ADEQUACY:

The Company has in place Internal Financial Control Systems commensurate with thenature of its business and the size scale and complexity of its operations to ensureproper recording of financial and operational information & compliance of variousinternal controls statutory compliances and other regulatory compliances. The internalcontrol procedures have been planned and designed to safeguard and protect from lossunauthorized use or disposition of its assets. All the transactions are probablyauthorized recorded and reported to the Management. The Company is following all theapplicable Accounting Standards for properly maintaining the books of accounts andreporting financial statements. The internal auditor of the company checks and verifiesthe internal control and monitors them in accordance with policy adopted by the company.The company continues to ensure proper and adequate systems and procedures commensuratewith its size and nature of its business.

As require by the Companies Act 2013 your Company has implemented an InternalFinancial Control (DFC) Framework. Section 134(5) (e) requires the Directors to make anassertion in the Directors Responsibility ll&ement that your Company has laid downinternal financial controls which are in existence adequate

and operate effectively. Under Section 177(4) (vii) the Audit Committee evaluates theinternal financial controls and makes a representation to the Board. The purpose of theIFC is to ensure that policies and procedures adopted by your Company for ensuring theorderly and efficient conduct of its business are implemented including policies for andthe safeguarding its assets prevention and detection of frauds and errors accuracy andcompleteness of accounting records and timely preparation of reliable financialinformation. The IFC implementation required all processes of your Company to bedocumented alongside the controls within the process. All processes were satisfactorilytested for both design and effectiveness during the year.

The TPL code of conduct and accompanying training seeks to ensure everyone in yourCompany understands how to put values into practice. Mandatory training on the Code ofConduct helps your Company's employees gain the confidence to make the right decisions andbecome familiar with the policies and procedures applicable to their areas of operationavoid conflicts of interest and report all unethical and illegal conduct. Additionallyemployees are required to certify in an annual basis whether there have been anytransactions which are fraudulent illegal or violate of the Code of Conduct. Strongoversight and self-monitoring policies and procedures demonstrate your Company'scommitment to the highest standards of integrity. Your Company has also successfullycomplemented its Internal Control Framework with the test of design and effectiveness ofall its processes across the organization as part of meeting the requirements of theCompanies Act 2013 to ensure the existence and effectiveness of Internal FinancialControls.

The Audit Committee reviews the adequacy and effectiveness of the Company's internalcontrol environment and monitors the implementation of audit recommendations includingthose relating to strengthening of the Company's risk management policies and systems. Theultimate objective being a Zero Surprise Risk controlled Organization.

WHISTLE BLOWER POLICY AND VIGIL MECHANISM:

The Company has a Whistle Blower Policy and has established the necessary vigilmechanism for directors and employees in confirmation with Section 177(9) ofthe Act andRegulation 22 of SEBI Listing Regulations to report concerns about unethical behavior.The Company hereby affirms that no Director/employee has been denied access to theChairman and Audit Committee and that no complaints were received during the year.

The said Policy provides for (a) adequate safeguards against victimization of personswho use the Vigil Mechanism; and (b) direct access to the Chairperson of the AuditCommittee ofthe Board ofthe Company The Company believes in the conducts of the affairsof its constituents by adopting the highest standards of professionalism honestintegrity and ethical behavior in line with the TPL Code of Conduct (‘Code'). Allthe stakeholders are encouraged to raise their concerns or make disclosures on being awareof any potential or actual violation of the Code policies or the law. The Companymaintains a website where detailed information of the company and its products areprovided.

In order to ensure that the activities of the company and its employees are conductedin a fair and .transparent manner by adoption of highest standards of professionalismhonesty integrity and ethical

behavior the company has adopted a vigil mechanism policy. The aim of the policy is toprovide adequate safeguards against victimization of whistle blower who avails of themechanism and also provide direct access to the Chairman of the Audit Committee inappropriate or exceptional cases. Accordingly ‘Whistle Blower Policy' has beenformulated with a view to provide a mechanism for the Directors and employees of theCompany to approach the Ethics Counsellor or the Chairman of the Audit Committee of theCompany. The purpose of this policy is to provide a framework to promote responsible andsecure whistle blowing. It protects employees willing to raise a concern about seriousirregularities within the Company.

This policy is available on the website of the Company at following link: https://www.triochemproducts.com/uploads/lnvestor-relations/pdfsMgil-mechanism--whistle-blower-policv-28.pdf

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company strongly believes in providing a safe and harassment free workplace foreach and every individual working for the Company through various interventions andpractices. It is the continuous endeavour of the Management of the Company to create andprovide an environment to all its employees that is free from discrimination andharassment including sexual harassment. The Company has adopted a policy on preventionprohibition and redressal of sexual harassment at workplace in line with the provisions ofthe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013 and the Rules made thereunder. The Company has arranged interactive awarenessworkshops in this regard for the employees at the manufacturing sites & corporateoffice during the year under review.

During the year no complaints were received by Internal Complaints Committee of theCompany. The Company has complied with provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.

This policy is available on the website of the Company at following link:https://www.triochemproducts.com/uploads/Investor-relations/pdfs/prevention-of-sexual-harasment-at-workpalce-policv-78.pdf

HUMAN RESOURCES:

Human resources policy is aimed at having a universal and scientific method to hire thebest talent in the industry with optimum skills and aptitude required for the job. Thecompany has always recognized talent and has judiciously followed the principle ofrewarding performance. This requires the management and the employees to fully understandand respect each other. On an ongoing basis the management identifies and implementsnecessary measures to maintain a positive climate and improve performance levels. Themanagement has always carried out systematic appraisal of performance and impartedtraining at periodic intervals. The Company continued the welfare activities for theemployees which include Medical Care Group Insurance and Canteen Facility. To enrich theskills of employees and enrich their experience the Company arranges Practical TrainingCourses by Internal and External Faculty.

Your Directors also wish to place on record their appreciation for the dedication andcommitment displayed ^D^Bfeall executives' officers and staff at all levels of thecomoanv.

BUSINESS RESPONSIBILITY REPORT:

The Listing Regulations mandate the inclusion of the BRR as part of the Annual Reportfor the top 1000 listed entities based on market capitalization the same is notapplicable to our Company for the year ended March 31 2022.

INSURANCE:

All the fixed assets finished goods semi-finished goods raw material packingmaterial and goods of the company lying at different locations have been adequatelyinsured against fire and allied risks.

OTHER GENERAL DISCLOSURES:

1) Secretarial Standards: The Institute of Company Secretaries of India a StatutoryBody has issued Secretarial Standards on various aspects of corporate law and practices.The Company has complied with the applicable Secretarial Standards issued by the Instituteof Company Secretaries of India.

2) Significant and Material Order Passed by the Regulators/Courts/Tribunals: During theyear there are no significant and material orders passed by the regulators or courts ortribunals which impact the going concern status and Company's operations in future.

3) Reporting of Frauds by Auditors: During the year under review neither the StatutoryAuditors nor the Secretarial Auditor have reported to the Board or Audit Committee asrequired under Section 134 (3) (ca) and 143(12) of the Companies Act 2013 any instancesof frauds committed against the Company by its officers or employees the details of whichwould need to be mentioned in this Report.

4) Listing at stock Exchange: The equity shares of the Company continue to listed andtraded in BSE Limited. The Annual Listing fees for the year financial year 2021-22 and2022-23 has been paid to the stock exchanges. There was no suspension on shares of theCompany during the year.

5) Dematerialization: Your Company has tied up with National Securities Depository Ltd.(NSDL) and Central Depository Services (India) Ltd. (CDSL) to enable the shareholders totrade and hold share in an electronic/dematerialized form. The shareholders are advised totake benefits of dematerialization.

6) Awards: Your Company has not received any Award during the financial 2021-22.

7) Financial Statements: As per Regulation 33 of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 (hereinafterreferred to as "Listing Regulations") and applicable provisions of the CompaniesAct 2013 read with the Rules issued thereunder the Financial Statements of the Companyfor the financial year 2020-21 have been prepared in compliance with applicable AccountingStandards and approved by the Board of Directors.

8) The Financial statements of the Company were not revised.

9) Impairment of Assets & Capital Work-in-Progress: In compliance with AccountingStandard AS-28 relating to "Impairment of Assets" the company has reviewed thecarrying amount of its fixed assets as at the end of the year. Based on the strategicplans and such valuation of the fixed assets of the company on impairment of assets isenvisaged at the balance sheet date.

10) Credit Rating: Credit Rating is not obtained same is not require for obtainingcredit facilities for bank.

11) Key Initiatives with respect to Stakeholder Relationship Customer RelationshipEnvironment Sustainability Health and Safety: The Company to the maximum extent possibleunder various programmers initiated by the Company e.g. (a) The Company assists itsvendors with prevention of wastage and efficient utilization of resources (b) All theEquipment and Machinery purchased in new manufacturing plant are clean technology energyefficient etc. with numerous stakeholders working across the Company's differentlocations and operations it is difficult to estimate the percentage.

12) The Company has not issued any warrants debentures bonds or any non-convertiblesecurities.

13) The Company has not brought back its shares pursuant to the provision of Section68 of Act and the Rules made thereunder.

14) The Company has not failed to implement any corporate action.

ENVIRONMENTAL SAFETY AND HEALTH:

The Company is committed to ensure a sound Safety Health and Environment (SHE)performance related to its activities products and services. Your Company had beencontinuously taking various steps to develop and adopt Safer Process technologies and unitoperations. The Company has been investing in areas such as Process Automation forincreased safety and reduction of human error element Enhanced level of training onProcess and Behavior based safety adoption of safe & environmentally friendlyproduction process Installation of reactors Multiple effect evaporator etc. to reducethe discharge of effluents commissioning of Waste Heat recovery systems and so on toensure the Reduction Recovery and Reuse of effluents & other utilities. Monitoringand periodic review of the designed SHE Management System are done on a continuous basis.

BANKAND CREDIT FACILITIES:

Your Directors wish to place on record their appreciation for the support fromCompany's bankers namely State Bank of India. The Company's finance position continues tobe robust. During the year under review the cash generation from operation reflect asubstantial increase. This has been the Company's philosophy throughout and can be vouchedover the years. The Company is zero debt company. The borrowings are taken for short termrequirements.

INDUSTRIAL RELATIONS:

Industrial relations have been cordial at the manufacturing units and corporate officeof the Company.

ACKNOWLEDGEMENTS:

The Directors of the Company wish to acknowledge with gratitude and place on recordtheir appreciation to all stakeholders - shareholders investors customers suppliersbusiness associates Company's bankers regulatory business associates and governmentalauthorities for their cooperation assistance and support. Further they also wish to thanktheir employees for their dedicated services

The Directors also wish to express their gratitude to investors for the faith that theycontinue to repose in the Company.

By order of the Board of Directors
For Triochem Products Limited
Grace R. Deora Ramu S. Deora
Director Director
DIN: 00312080 DIN:00312369
Place: Mumbai
Dated: 28* May 2022

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