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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

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MANAGEMENT DISCUSSION AND ANALYSIS

To the Members of

Triochem Products Limited

Your Directors are pleased to present the Forty-Eight (48th) Annual Report on thebusiness and operation of the Company along with the Audited Financial Statements for theFinancial Year ('FY') ended 31st March 2020.

FINANCIAL RESULTS

(Rupee in Lakh)

Particulars Year ended March 2020 Year ended March 2019*
Revenue from Operation 2003.18 1235.47
Earnings Before Interest Taxes Depreciation and Amortization 494.85 169.95
Less: Finance Cost 22.97 45.46
Less: Depreciation and Amortization Expense 16.68 20.54
Profit before exceptional items and tax 455.20 103.95
Exceptional Items - -
Profit Before Tax 455.20 103.95
Less: Tax Expense 114.90 29.65
Profit for the period from continuing operations 340.30 74.30
Profit before tax from discounted operations - -
Tax expense of discontinued operations - -
Profit for the period from discontinued operations - -
Profit for tile period 340.30 74.30
Other Comprehensive Income (net of tax) (0.23) 0.01
Total Comprehensive Income (0.23) 0.01
Opening balance in Retained Earnings 675.06 600.76
Closing balance in Retained Earnings 1015.36 675.06

* Previous year figure has been recast/restated.

DIVIDNED

Since there is inadequate profit the directors are unable to declare dividend for thefinancial year ended March 31 2020. The Dividend Distribution Policy of the Company isset out as "Annexure A" and the same is posted on the Company's websiteat following the link:http:/www.triochemproducts.com/investor-relations/investor-relations.aspx.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

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

EMERGENCE OF COVID-19

Toward the end of the financial year the World Health Organization (WHO) declaredCovid-19 a pandemic and the outbreak which infected millions has resulted in deaths of asignificant number of people globally. Covid-19 is seen having an unprecedented impact onpeople and economies worldwide. The Company is taking all necessary measures in terms ofmitigating the impact of the challenges being faced in the business. The Company isworking towards being resilient in order to sail through the current situation. It isfocused on controlling the fixed costs maintaining liquidity and closely monitoring thesupply chain to ensure that the manufacturing facilities operate smoothly.

The Ministry of Home Affairs Government of India on March 24 2020 notified the firstever nationwide lockdown in India to contain the outbreak of Covid-19 pandemic. Theoperation were disrupted at manufacturing facilities of the Company.

The Company operates its business in conformity with the highest ethical and moralstandards and employee centricity. In view of the outbreak of the pandemic the Companyundertook timely and essential measures to ensure the safety and well-being of itsemployees at plant and the head office. The plant were able to coincide the planned annualmaintenance shutdown period with the lockdown period to some extent which helped theCompany to minimize production loss. The office-based employees were allowed to work fromhome by providing adequate digital and other assistance. The Company observed all thegovernment advisories and guidelines thoroughly and in good faith.

SHARE CAPITAL

The paid-up Equity Share Capital as on March 31 2020 was Rs.24.25 lakhs. During theyear under review the company has not issued any shares. The Company has not issued shareswith differential voting rights. AMOUNT CARRIED FORWARD TO RESERVES

The Board of Directors have decided to retain the entire amount of profit for the FY2019-20 in the profit and loss account.

DEMATERIALIZATION

Your Company has tied up with National Securities Depository Ltd. (NSDL) and CentralDepository Services (India) Ltd. (CDSL) to enable the shareholders to trade and hold sharein an electronic / dematerialized form. The shareholders are advised to take benefits ofdematerialization.

COMPANY'S PERFOMACE REVIEW

During the financial year 2019-20 revenue from operation increased to Rs.2003.18lakhs as against Rs. 1235.47 lakhs in previous year. Cost of goods sold as a percentage torevenue from operation decreased to 67.95% as against 68.28% in the previous year.Employee cost as a percentage to revenue from operations decreased to 4.11% as against5.82% in the previous year. Other expense as a percentage to revenue from operationsdecreased to 5.57% as against 12.59% in the previous year. The profit after tax for thecurrent year is Rs.340.30 lakhs against Rs.74.30 lakhs in the previous year. Deceased incost resulted in higher net profit in the current year.

There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year 2019-20 and the date ofthis report. There has been no change in the nature of business of the Company.

FINANCIAL STATEMENTS

As per Regulation 33 of the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 (hereinafter referred to as "ListingRegulations") and applicable provisions of the Companies Act 2013 read with theRules issued thereunder the Financial Statements of the Company for the financial year2019-20 have been prepared in compliance with applicable Accounting Standards and on thebasis of audited financial statements of the Company as approved by the respective Boardof Directors

SUBSIDIARIES JOINT VENTURE OR ASSOCIATES COMPANIES DURING THE YEAR

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

OUTLOOK 2020-2021

API is the largest segment of Indian Pharmaceutical Market. Depending on API type themarket is divided into biological API synthetic chemical API and high potency activepharmaceutical ingredients (HPAPI). The biological API segment is further categorized intobiotech and biosimilar. The synthetic chemical API segment is further divided intobranded/innovative and generic/non- branded. The global API market is segmented based onsynthesis business type therapeutic applications and geography. Depending on synthesisthe market is classified into synthetic API biotech API and HPAPI The synthetic APIholds the maximum share in 2018 and is expected to grow at a high single digit CAGR from2018 to 2025. The major factors driving the synthetic chemical API market are patentexpiration of synthetic drugs (small molecule drugs) increasing number of small moleculesin clinical trials and increasing outsourcing by ^^^Sfeltoiaceutical companies.

India will become the second largest global generic API merchant market by 2020beating Italy with an eight per cent market share. The Indian pharmaceutical industrywhich accounts for the second largest number of Abbreviated New Drug Applications (ANDAs)is the world's leader in Drug Master Files (DMFs) applications with the US.

There ate over 2700 API manufacturers in the country of which majority are smallunorganized manufacturers. Though API market in India happens to be highly fragmented itis actually expected to become consolidated in the coming years due to increasingcompetition and foreign investment. The API market of India held a share of around eightper cent in the global API market in the financial year 2016-17. The ongoing global drugpatent cliff is slated to further boost the revenues of API market in India. Moreover theIndian API industry has gained recognition worldwide due to its high quality. India APImarket is expected to grow at CAGR 10 per cent between the years 2016-2022.

Low cost of skilled manpower and innovation are some of the main factors supportingthis growth. India is the third largest active pharmaceuticals ingredient (API) market inthe Asia-Pacific region and China is its main competitor. The API industries in Indiainclude domestic and in-house consumption as well as exports.

Conclusion; Indian API market holds huge potential not only to cater to the domesticmarket but also to export to all leading manufacturers of the world. The over-dependenceon China is reducing due to rising cost of Chinese APIs and positive reforms by Indiangovernment. The forecast points that Indian API market will grow at a CAGR 10.67 per centin the next five years. However stringent regulations are one of I the major challengesthat the market faces. Such regulations are particularly well defined for the export ofproducts to developed regions such as Western Europe and North America. The global APImarket is extremely competitive with a number of large and small manufacturers. Firms thatengage in API manufacturing have to move from generic synthetic to high potency APIs andbiotech and bio similar APIs to retain competitive edge in world markets. (The authoris associate professor HIM University Gurugram) (Reference PHARMABIZ.com API largestsegment of Indian pharmaceuticals market. Thursday fanuary 302020 08.00 Hrs [IST])

BUSINESS PERFORMANCE

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 chain to ensure that the manufacturingfacilities operate smoothly.

The Ministry of Home Affairs Government of India on March 24 2020 notified the firstever nationwide lockdown in India to contain the outbreak of Covid-19 pandemic. Theoperation was disrupted at manufacturing facilities of the Company.

The Company operates its business in conformity with the highest ethical and moralstandards and employee centricity. In view of the outbreak of the pandemic the Companyundertook timely and essential measures to ensure the safety and well-being of itsemployees at plant and the head office. The plant was able to coincide the planned annualmaintenance shutdown period with the lockdown period to some extent which helped theCompany to minimize production loss. The office-based employees were allowed to work fromhome by providing adequate digital and other assistance. The Company observed all thegovernment advisories and guidelines thoroughly and in good faith.

The market is expected to stable during the end of FY2020-21 with the expectation ofan 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 PARTICULARS OF LOANS GURANTEES OR INVESTMENTS

During the year under review the Company has not given any investment. Further theCompany has not given any loans or corporate guarantee or provide any security coveredunder the provisions of section 186 of the Companies Act 2013.

FIXED DEPOSIT

The Company has not accepted any deposits from the public during the year under review.No amount on account of principal or interest on deposits from public was outstanding ason March 31 2020.

CREDIT FACILITIES

Your Directors wish to place on record their appreciation for the support fromCompany's bankers namely State Bank of India.

INSURANCE

All insurable assets of the Company including inventories warehouse premises etc. areadequately insured.

AWARDS

Company has not received any Award during the financial 2019-20.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

No significant material orders have been passed by Regulators or Courts or Tribunalswhich would impact the going concern status of the Company and its future operations.

RELATED PARTY TRANSACTIONS

All Related Party transaction that were enter into during the financial year were on anarm's length basis in the ordinary course of business and were in compliance with theapplicable provisions of the Act and the Listing Regulation.

No material Related Party Transaction were entered into during the financial year bythe Company. Therefore the disclosure of Related Party Transaction as required underSection 134(3) (h) of the Act on Form AOC-2 is not applicable to the Company.

All Related Party Transaction are placed before the Audit Committee for review andapproval. Prior omnibus approval of the Audit Committee is obtained on an annual basis forthe transactions which are planned/repetitive in nature and omnibus approvals are taken asper the policy laid down for unforeseen transaction. Related Party Transactions enteredinto pursuant to omnibus approval so granted are placed before the Audit Committee for itsreview on quarterly basis specifying the nature value and terms and conditions of thetransactions. All the Related Party Transactions under Ind AS-24 have been disclosed atnotes to the financial statements forming part of this Annual Report. Form AOC-2 pursuantto Section 134(3)(h) of the Companies Act 2013 read with Rule 8(2) of the Companies(Accounts) Rules 2014 is set out in the "Annexure B" to this report.

The Company has a policy on Related Party Transaction in place which is in line withthe Act and the Listing Regulations and the same is also available on the Company'swebsite at httD://www.triochemproducts.com/investor-relations/investor-relations.aspx.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company's internal financial control systems are commensurate with the nature ofits business and the size and complexity of its operations. The internal controlprocedures have been planned and designed to safeguard and protect from loss unauthorizeduse or disposition of its assets. All the transactions are probably authorized recordedand reported to the Management. The Company is following all the applicable AccountingStandards for properly maintaining the books of accounts and reporting financialstatements. The internal auditor of the company checks and verifies the internal monitorsthem in accordance with policy adopted by the company. The company continues to ensureproper and adequate systems and procedures commensurate with its size and nature of itsbusiness.

As require by the Companies Act 2013 your Company has implemented an InternalFinancial Control (IFC) Framework. Section 134(5)(e) requires the Directors to make anassertion in the Directors Responsibility Statement 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 the internal financial controlsand makes a representation to the Board. The purpose of the IFC is to ensure that policiesand procedures adopted by your Company for ensuring the orderly and efficient conduct ofits business are implemented including policies for and the safeguarding its assetsprevention and detection of frauds and errors accuracy and completeness of accountingrecords and timely preparation of reliable financial information. The IFC implementationrequired all processes of your Company to be documented alongside the controls within theprocess. All processes were satisfactorily tested for both design and effectiveness duringthe 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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment and Cessation:

Mr. Rajesh Ramu Deora was appointed as Director of the Company with effect from 28thMay 2019 in accordance with the approval of the Members obtained at the Annual GeneralMeeting (‘AGM') held on August 24 2019.

Pursuant to provision of the Act the Members at the AGM of the Company held on 28thAugust 2015 had appointed Mr Girish Kumar Pungalia and Mr. Sunil S. Jhunjhunwala asIndependent Director to hold office for five consecutive years for a term up to 29* March2020. Mr Girish Kumar Pungalia and Mr. Sunil S. Jhunjhunwala are eligible forre-appointment as an Independent Director for a second term. Based on the recommendationof the NRC there re-appointment for second term commencing from 30* March 2020 up to 29*March 2025 is proposed at the ensuing AGM for the approval of the Members by way ofspecial resolution.

In accordance with the provisions of section 152 of the Act and in terms of Articles ofAssociation of the Company. Mr. Shyam Sunder Sharma retires by rotation at the ensuing AGMand being eligible offers himself for re-appointment A resolution seeking Members'approval for his re-appointment form part of the Notice.

Composition of the Board;

The Company's policy is to have an appropriate blend of non-executive and independentdirectors to maintain the independence of the Board functions of governance andmanagement.

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 Director and Woman Director As on 31 March2020 the Board comprised of two (2) Non- Executive Independent Directors and four (4)Non-executive Non-Independent Directors. Woman Director is a Non-executive Non-IndependentDirectors. The Board has no institutional director. Retirement by rotation and subsequentre-appointment:

In accordance with the provision of Section 152 and other applicable provisions ifany of the Companies Act 2013 read with the Companies (Appointment and Qualification ofDirectors) Rules 2014 (including any statutory modification(s) or re-enactment(s) thereoffor the time being in force) and the Articles of Association of the Company. Mr. ShyamSunder Sharma (Non-Executive Director) liable to retire by rotation at the ensuing AGM andbeing eligible offer himself for re-appointment. In accordance with the provisions of theCompanies Act 2013 read with the Rules issued thereunder the Listing Regulations and theArticles of Association of the Company the Independent Directors and the ManagingDirector of the are not liable to retire by rotation.

Independent Directors with materially significant pecuniary or business relationshipwith the Company:

There is no pecuniary or business relationship between the Non-Executive/IndependentDirectors and the Company A declaration to this effect if also submitted by all theDirectors at the beginning of each financial year.

Independent Directors:

Pursuant to provision of the Act the Members at the AGM of the Company held on 28thAugust 2015 had appointed Mr. Girish Kumar Pungalia and Mr. Sunil S. Jhunjhunwala asIndependent Director to hold office for five consecutive years for a term up to 29thMarch 2020. Mr Girish Kumar Pungalia and Mr. Sunil S. Jhunjhunwala are eligible forre-appointment as an Independent Director for a second term. Based on the recommendationof the NRC there re-appointment for second term commencing from 30th March 2020 up to29th March 2025 is proposed at the ensuing AGM for the approval of the Members by way ofspecial resolution.

The Company has on its Board eminent Independent Directors who have brought inindependent judgment to Board's deliberations including issued of strategy riskmanagement and overall governance. They have played a pivotal role in safeguarding theinterests of all stakeholders.

The Independent Directors have submitted declarations that they meet the criteria ofIndependence laid down under Section 149(6) of the Companies Act 2013 and Regulations16(l)(b) of the Listing regulation and have confirmed that they do not hold directorshipmore than the prescribed limit in the Listing Regulations.

In the opinion of the Board they fulfill the conditions of independence as specifiedin the Act and the Rules made thereunder and are Independent of the management. TheCompany has also issued formal appointment letters to all the Independent Directors in themanner provided under the Companies Act 2013 read with the Rules issued thereunder. Theterms and conditions for appointment of independent director and a sample letter ofappointment issued to the are posted on the Company's website at following the link:httD://www.triochemproducts.com/investor -relations/investor-relations.asDX. Declarationof Independence from Independent Directors:

The Company has received declarations from all the Independent Directors confirmingthat they meet the criteria on independence as prescribed under the provisions of theCompanies Act 2013 read with the Schedule and Rules issued hereunder as well asRegulation 16 of Listing Regulations (including any modification(s) or re-enactment(s)thereof for the time being in force).

Details of Key Managerial Personnel (‘KMP'):

The designated as Key Managerial Personnel of the Company in compliance with provisionsof Section 203 of the Companies Act 2013 and Regulations 6(1) of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 thefollowing are the KMPS of the Company:

Mr. Bharat B. Gangani resigned as the Company Secretary and Compliance Officer witheffect from 8th May 2019- The Board on the recommendation of the NRC appointed Ms. UshmaDudani as the Company Secretary and Compliance Officer with effect from 5th July 2019 to13th August 2019 and Ms. Ureca Shirish Shirole as the Company Secretary and ComplianceOfficer with effect from 14th November 2019.

In terms of Section 203 of the Act the following are the KMPs of the Company:

Mr. Ramu S. Deora Director & Chief Executive Officer Mr. PuranJ. ParmarChief Financial Officer Ms. Ureca Shirish Shirole Company Secretary

Remuneration of directors key managerial personnel and particulars of employees:

The remuneration paid to the Directors is in accordance with the Nomination andRemuneration policy formulated in accordance with Section 178 of the Companies Act 2013and Regulation 19 of the listing Regulations (including any statutory modifications(s) orre-enactments(s) thereof for the time being in Force). The information required underSection 197 of the Companies Act 2013 read with Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 (including any statutory modification(s) orre-enactment(s) thereof for the time being in force) in respect of Directors/employee ofthe 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.

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.

Nomination and Remuneration Policy:

The Company has formulated and adopted the Nomination and Remuneration Policy inaccordance with the provisions of Companies Act 2013 read with the Rules Issuedthereunder and the Listing Regulations. The said Policy of the Company inter aliaprovides that the Nomination and Remuneration Committee shall formulate the criteria forappointment if Executive Non-Executive and Independent Directors on the Board ofDirectors on the Board of Directors of the Company and persons in the Senior Management ofthe Company their remuneration including determination of qualifications positiveattributes independence of Directors and other matters as provided under sub-section (3)of section 178 of the Companies Act 2013 (including any statutory modification(s) orre-enactment(s) thereof for the time being in force). The Policy is also available on thewebsite of the Company at following the link:http://triochemproducts.com/uDloads/Investor-relations/pdfe/nomination-and-remuneration-Dolicy-26.pdfPerformance Evaluation:

The Nomination and Remuneration Policy of the Company empowers the Nomination andRemuneration Committee to formulate a process for evaluating the performance of DirectorsCommittees of the Board and the Board as a whole. Pursuant to the applicable provisions ofthe Act and the Listing Regulation the Directors carried out the annual performanceevaluation of the Board Committees of Board and Individual Directors along with assessingthe quality and quantity and timelines of flow of information between the Companymanagement and the Board that is necessary for the Board to effectively and reasonablyperform their duties. An evaluation sheet was given to each director wherein certaincriteria were set out for which ratings are to be given.

CORPORATE GOVERNANCE

In terms of circular no.: CIR/MRD/DSA51/2013 dated 30.03.2013 and circular no.:CIR/CFD/POUCYCELL/7/2014 dated 15.09 2014 issued by the Securities and Exchange Board ofIndia Regulation 15 of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 shall not apply to listed entities having paidup equity share capital not exceeding rupees ten crore and net worth not exceeding rupeestwenty five crore as on the last day of the previous financial year. In this

connection we wish to inform you that in respect of our Company as on the last auditedbalance sheet as at 31.03.2020 paid up equity capital of the company is Ss.24.50 lakhwhich is less than ten crores and net worth Rs.12.18 Crore which is less than rupeestwenty five crore. Hence Regulation 15(2) of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 not be applicable tous.

NUMBER OF BOARD MEETING HELD

The Board of Directors duly meets four times during the financial year from 1st April2019 to 31st March 2020. The dates on which the meetings were held are 28th May 2019 5thJuly 2019 10th August 2019 13th November 201914th February 2020 and 28th March 2020.

INDEPENDENT DIRECTOR MEETING

Schedule IV of the Companies Act 2013 and the Rules thereunder and Regulation 25(3) ofSEBI (LODR) listing Regulation 2015 the Independent director held their separate meetingon 18th March 2020 without attendance of non-independent directors and members ofManagement to inter alia: All Independent directors were present in meeting.

ATTENDANCE OF DIRECTORS

Attendance of Directors at the Board Meetings held during the financial year ended 31stMarch 2020 and at last AGM;

Name of Director Category Number of meetings Attendance at the last AGM
(in alphabetical order) Held Attended Held on 24* August 2019
Mr. Girish Kumar Pungalia Non-Executive Independent 6 6 Yes
Mrs. Grace R. Deora Non-Executive 6 6 Yes
Mr. Shyam Sunder Sharma Non-Executive 6 5 Yes
Mr. Sunil S. Jhunjhunwala Non-Executive Independent 6 6 Yes
Mr. Rajesh R. Deora Non-Executive 6

6

Yes
Mr. Ramu S. Deora Non-Executive 6 6 Yes

Attendance of Directors at the Committee Meetings held during the financial year ended31 March 2020.

Name of Director (in alphabetical order) Status Category Audit Committee Nomination and Remuneration Committee Stakeholder Relationship Committee
Held Attended Held Attended Held Attended
Mr. Girish Kumar Pungalia Member Non-Executive Independent 4 4 6 6 6 6
Mrs. Grace R. Deora Member Non-Executive 4 4 6 6 6 6
Mr. Sunil S. Jhunjhunwala Chairman Non-Executive Independent 4 4 6 6 6 6

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 Company's internal financial controls were adequate and effective during the financialyear 2019-20.

Accordingly pursuant to Section 134(3) (c) and 134(5) of the Act the Board ofDirectors to the best of their knowledge and ability confirm that for the year endedMarch 31 2020:

a) in the preparation of the annual accounts the applicable accounting standards havebeen followed and that there are no material departures;

b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period;

c) they 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;

d) they have prepared the annual accounts on going concern basis;

e) they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and are operating effectively;

f) they have devised proper system to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively;

AUDIT COMMITTEE

The Audit Committee function in accordance with Section 177 of the Act 2013 read withthe Rules issued thereunder and Regulation 18 of the Listing Regulations and its Charteradopted by the Board. The term of reference of the Audit Committee. The members of theAudit Committee are financially literate and have experience in financial management.

Audit Committee comprises of the following directors:

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

There have been no instances during the year when recommendations of the AuditCommittee were not accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee (‘NRC') functions in accordance withSection 178 of the Act Regulation 19 of the Regulations and its Charter as adopted by theBoard.

The Nomination and Remuneration Committee comprising of the following directors:

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

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

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relation Committee (‘SRC') looks into various aspects of interestof shareholders. The Committee oversees performance of the Registrar and Share TransferAgents of the Company relating to investor service and recommends measures forimprovement.

The company is having a Stakeholders Relationship Committee comprising of the followingdirectors:

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

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

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 hilly 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 by all executives' officers and staff at all levels of the company.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on Prevention Prohibition and Redressal of Sexual Harassment at workplace as perthe requirement of the Sexual Harassment of women at the workplace (PreventionProhibition & Redressal) Act 2013 (‘POSH Act') and Rules made thereunder. TheCompany has constituted an Internal Committee to redress complaints receive regardingsexual harassment. With the objective of providing a safe working environment allemployees (permanent contractual trainees) are covered under this policy. The saidpolicy is available on the website of the Company athttp://triochemproducts.com/uploads/Investor-relations/pdfe/prevention-of-sexual-harasment-at-workpalce-policy-78.pdf

During the year under review the Company has not received any complaints on SexualHarassment under the said Act.

BUSINESS RISK MANAGEMENT

The 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 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 competitive.Business risk Technology obsolescence. Investments retention of talent and expansion offacilities. Business risk inter-alia further include 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 Risk Management Policy is posted in theWebsite of the Company.

RISK & MITIGATION

The Company has identified various risks faced by the Company from different areas. Asper the provision of the Companies Act 2013 and listing agreements the Board has adopteda risk management policy whereby a proper framework is set up. Appropriate structures arepresent so that risks are inherently monitored and controlled. A combination of policiesand procedures attempts to counter risk as and when they evolve.

WEBSITE OF THE COMPANY

The Company has a Vigil Mechanism and a Whistleblower Policy in place to enable itsDirectors employees and its stakeholders to report their concerns if any. The saidPolicy provides for (a) adequate safeguards against victimization of persons who use theVigil Mechanism; and (b) direct access to the Chairperson of the Audit Committee of theBoard of the Company. The Company believes in the conducts of the affairs of itsconstituents by adopting the highest standards of professionalism honest integrity andethical behavior in line with the TPL Code of Conduct (‘Code'). All the stakeholdersare encouraged to raise their concerns or make disclosures on being ware of any potentialor actual violation of the Code policies or the law.

The Company maintains a website www.triochemproducts.com where detailed information ofthe company and its products are provided.

Details of the Vigil Mechanism and Whistleblower policy are made available on theCompany's website athttps://www.triochemproducts.coavhpIoads/Investor-relations/pdfe/vigil-mechanism-whistle-blower-policy-28.pdf

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in day to day business operations of the company.The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealings and inparticular on matters relating to integrity in the work place in business practices andin dealing with stakeholders. All the Board Members and the Senior Management personnelhave confirmed compliance with the Code.

The Code has been displayed on website of the Company at following thelink:http://www.triochemproducts.com/uploads/Investor-relations/p<lfe/directors--senior-management-personneJ-24.pdf

DISCLOSURE OF VARIOUS POLICIES

The Board has approved various policies in their meeting so that the Committees workeffectively and in accordance with the provisions as stipulated in the Policies. Variouspolicies as approved by the Board are posted in the Website of the Company.

Familiarization programmers for the Independent Directors:

In Compliance with the requirements of SEBI Regulations your Company has put in placea familiarization programmed for the Independent Directors to familiarize them with theirrole rights and responsibilities as Directors the working of the Company nature of theindustry in which the Company operates business model etc. it is also display on websiteof the Company at following the link;http:/www.triochemproducts.comAiploads/lnvestor-relations/pdfe/familari2ation-program-for-independent-directors-31.pdf Risk Management Policy:

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 is uploaded on theCompany's website.

https:/www.triochemproducts.com/Uploads/Investor-relations/pdfs/risk-management-policy-25.pdfVigil Mechanism / Whistle Blower Policy;

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 to provide adequate safeguards against victimization of whistleblower who avails of the mechanism and also provide direct access to the Chairman of theAudit Committee in appropriate or exceptional cases. Accordingly ‘Whistle BlowerPolicy' has been formulated with a view to provide a mechanism for the Directors andemployees of the Company to approach the Ethics Counselor or the Chairman of the AuditCommittee of the Company. The purpose of this policy is to provide a framework to promoteresponsible and secure whistle blowing. It protects employees willing to raise a concernabout serious irregularities within the Company. This policy is uploaded on the Company'swebsite.

https:/www.triochemproducts.com/uploads/Investor-relations/pdfs/vigil-mechanism-whistle-blower-policy-28.pdf

AUDIT AND AUDITORS Statutory Auditors:

At the AGM of the Company held on 26th August 2017 pursuant to the provisions of theact and the Rules made thereunder M/s. Kanu Doshi Associates LLP Chartered Accountants(‘KDA') (Firm Registration No. 104746W/W100096) were appointed as the StatutoryAuditors of the Company from the conclusion of the 45th AGM held on 26th August 2017 tillthe conclusion of the 50th AGM to be held in the year 2022.

The Auditor KDA have confirmed their eligibility and qualification required underSection 139 141 and other applicable provision of the Companies Act 2013 and Rulesissued thereunder (including any statutory modification(s) or re-enactment(s) thereof forthe time being in force).

The Audit Report of KDA on the Financial Statements of the Company for FY 2019-20 is apart of the Annual Report. The Report does not contain any qualification reservationadverse remark or disclaimer. The observation of the Auditors in their report readtogether with the Notes to Accounts are self- explanatory and therefore in the opinion ofthe Directors do not call for any further explanation. Internal Auditors:

M/s. Haren Sanghvi & Associates Chartered Accountants performs the duties ofinternal auditors of the company and their report is reviewed by the audit committee fromtime to time.

Cost auditor:

The Board of Directors of the Company on the recommendations made by the AuditCommittee has appointed M/s. N. Ritesh & Associates Cost Accountants (RiteshN. T. Proprietors) to conduct the cost audit of the Company to conducts the audit of costrecords for the financial year 2020-21. The remuneration proposed to be paid to the CostAuditors subject to ratification by the shareholders of the Company at the ensuing 48*Annual General Meeting.

The Company has received consent from M/s. N. Ritesh & Associates Cost Accountants(Ritesh N. T. Proprietors) to act as the Cost Auditors for conducting audit of the costrecords for the financial year 2020-21 along with a certificate confirming theirindependence and arm's length relationship.

Secretarial Auditors:

In terms of Section 204 of the Act and the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 M/s. Ragini Chokshi & Co. (CP No. 1436) have beenappointed as Secretarial Auditors of the Company. The Company has received consentfrom M/s. Ragini Chokshi & Co. (CP No.

1436) Company Secretaries to act as the auditors for conducting audit of theSecretarial records for the financial year ended 31st March 2021.

The report of the Secretarial Auditors is enclosed as "Annexure C". There hasbeen no qualification reservation adverse remark or disclaimer given by the SecretarialAuditors in their Report.

REPORTING OF FRAUDS BY AUDITORS

During the year under review the Statutory Auditors Cost Auditors and SecretarialAuditors have not reported any instances of frauds committed in the Company by itsofficers or employee to the Audit Committee under Section 143(12) of the Act details ofwhich needs to be mentioned in this Report. ANNUAL RETURN

Pursuant to Section 92 and 134(3) of the Act and Rule 12 of the Companies (Managementand Administration) Rules 2014 the extract of the Annual Return in Form MGT-9 isattached as "Annexure D".

SECRETARIAL STANDARDS OF ICSI

The Director have devised proper systems and process for complying with therequirements of applicable Secretarial Standards issued by the Institute of CompanySecretaries of India ('ICSI") and that such system were adequate and operatingeffectively.

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 3103.2019 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.

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 is annexed herewith "Annexure- E".

RESEARCH & DEVELOPMENT

The information on Research and Development in Form B is annexed herewith as"Annexure E"

IMPAIRMENT OF ASSETS & CAPITAL WORK-IN-PROGRESS

In compliance with Accounting Standard AS-28 relating to "Impairment ofAssets" the company has reviewed the carrying amount of its fixed assets as at theend of the year. Based on the strategic plans and such valuation of the fixed assets ofthe company on impairment of assets is envisaged at the balance sheet date.

CAUSIONARY STATEMENT

The statements contained in the Board's Report and Management Discussion and Analysiscontain certain statements relating to the future and therefore are forward looking withinthe meaning of applicable securities laws and regulations. Various factors such aseconomic conditions changes in government regulations tax regime other statues marketforces and other associated and individual factors may however lead to variation in actualresults. Readers are cautioned not to place undue reliance on the forward-lookingstatements.

ACKNOWLEDGEMENTS

The Directors hereby acknowledge the dedicated and loyal services rendered by theemployees of the Company during the year. They would also like to place on records theirappreciation for the continued co-operation and support received by the Company during theyear from bankers financial institution. Government authorities business partnersshareholders and other stakeholders without whom the overall satisfactory performancewould not have been possible.

We look forward to receiving the continued patronage from all quarters to become abetter and stronger company.

#MDEnd#

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