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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

Dear Members

The Board of Directors are pleased to present the 46thAnnual Report of theCompany for the year ended 31st March 2018.

FINANCIAL RESULTS

The Company’s financial performance for the year ended 31st March 2018is summarized below:

(Rs. In Lakh)

Year ended 31.03.2018 Year ended 31.03-2017 Growth (%)
Revenue from Operation** 3499.05 1806.19 193.73%
Earnings Before Interest Taxes Depreciation and Amortization 420.13 114.62 366.54%
Less: Finance Cost 38.48 6.23 -
Less: Depreciation and Amortization Expense 24.73 27.66 -
Profit for the period before share of profit in associate 356.97 80.73 442.18%
Share of profit of Associate - - -
Profit Before Tax 356.97 80.73 442.18%
Less: Tax Expense 101.47 23.13 -
Profit for the period from continuing operations 255.50 57.60 443.58%
Profit before tax from discounted operations - - -
Tax expense of discontinued operations - - -
Profit for the period from discontinued operations - - -
Profit for the period 255.50 57.60 443.58%
Other Comprehensive Income (net of tax) (0.28) 0.47 -
Total Comprehensive Income (0.28) 0.47 -
Opening balance in Retained Earnings 345.26 287.66 -
Closing balance in Retained Earnings 600.48 345.26 -

** Figures for Revenue from Operation are comparable numbers i.e. excise Duty nas beenremoved same does not form part of Revenue post GST implementation

AMOUNT CARRIED FORWARD TO RESERVES

Your Company has not transferred any amount to its reserves.

The Dividend Distribution Policy of the Company is set out as "Annexure A"and the same is POSTED on the Company’s website at 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 (IEPF).

SHARE CAPITAL

The paid up Equity Share Capital as on March 31 2018 was Rs.24.25 Lacs During theyear under review the company has not issued any shares or any convertible instruments.The Company has not issued shares with differential voting rights. It has neither issuedemployee stock options nor sweat equity shares and does not have any scheme to fund itsemployee to purchase the shares of the Company.

DFMATERIALIZATION

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 2017-18 revenue from operation increased to Rs-3499-05 lakhas against Rs.1806.19 lakh in previous year - a growth of 193-73%- Cost of goods sold asa percentage to revenue from operation decreased to 82.25% as against 84.02% in theprevious year. Employee cost as a percentage to revenue from operations decreased to 2.09%as against 3-75% in the previous year. Other expense as a percentage to revenue fromoperations decreased to 4.82% as against 6.77% in the previous year. The profit after taxfor the current year is Rs.255.50 lakhs against Rs.57.60 lakhs in the previous year.

There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year 2017-18 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

of audited financial statements of the Company its subsidiaries and associatecompanies as approved by the respective Board of Directors.

The Company has adopted Indian Accounting Standards ("lnd AS") which isapplicable w.e.f 1st April 2017 and accordingly these financial results have been preparedin accordance with recognition and measurement principles laid down in the lnd AS 34.Interim Financial Reporting prescribed under Section 133 of the Companies Act 2013 readwith relevant rules issued thereunder and other accounting principles generally acceptedin India. Financial results for the comparative period have also been presented inaccordance with the recognition and measurement principles of lnd AS 34. The date oftransition to lnd AS is 1st April 2016. The Impact of transition has been accounted forin opening reserves. The Financial Statements together with the Auditors’ Report formpart of this Annual Report.

CHANGES IN THE NATURE OF BUSINESS

There were no changes in the nature of business during the year ended 31stMarch 2018.

OUTLOOK 2018-2019

Bulk drugs are basically raw materials that are used to prepare ultra-grade medicinesin India. The Drug Price Control is a big hindrance to the growth of the Industry. Due toa lack of price control on raw materials (which go into the manufacturing of Bulk Drug)the price of most of Bulk Drug cannot be fixed. The prices of most raw materials /chemicals fluctuate on daily basis effecting the costing of Bulk Drugs.

For most Bulk Drugs there is heavy competition internally as well as from externalsources. In 90% of the cases prices of the bulk drugs are at their bare minimum level andhence the control of prices under DPCO has no relevance. Therefore there is urgent needof pharmaceuticals policy that could trigger bulk drugs manufacturing and investments.

Bulk drugs are used along medicines or drugs to give it stable therapeutic effect. Theindustry can achieve newer heights and better performance in the future provided certainhurdles which stunted its growth in the past are removed. The government needs to adopt a morepragmatic policy to remove impediments clear certain anomalies rationalize the dutystructure and reduce unnecessary bureaucratic controls to help the industry achieve exporttargets.

BUSINESS PERFORMANCE

All pharmaceuticals companies are not integrated with a separate unit for formulationof active drug ingredients. This has led to an increase in outsourcing of these moleculesfrom the manufacturing sites. Outsourcing also eliminates the need of investing expensivemanufacturing processes. Due to increasing demand for rapid-acting & efficient drugsand introduction of innovative drug manufacturing facilities are drives estimated to fuelgrowth in

iodine derivative market your company’s turnover is increase in comparison toperformance of previous year. This year has benefited from change in foreign currency.

The market is expected to stable during the mid of year 2018-19 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 areadequately equipped to provide complete support to the customer. Internal control systemshave been well established and cost consciousness in factory operation will lead toimproved profitability in the long run. Your Directors are confident that the company willimprove the performance in the current year

SUBSIDIARIES. IQINT VENTURE OR ASSOCIATES COMPANIES DURING THE YEAR

The Company has no subsidiaries joint ventures or associated companies thereforedisclosures in this regards are not provided in this report.

PARTICULARS OF INVESTMENTS HELD BY THE COMPANY UNDER SECTION 186 WITH DETAILS

The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013-

FIXED DEPOSIT

The Company has not accepted any public deposit during the financial period underreview falling within the purview of 73 of Companies Act 2013.

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

Your Company has not received any Award during the financial 2017-2018.

SIGNIFICANCE AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS Therewere no significance and material orders passed by regulators or courts or tribunalsimpacting the going concern status and company operations in future. There were nomaterial changes and commitments affecting the financial position of the company occurringbetween March 31 2018 and the date of this Report of the Directors.

RELATED PARTY TRANSACTIONS

All contract / arrangements / transaction entered by the Company with Related Partieswere in ordinary course of business and at arm's length basis.

Pursuant to the provision of section 177 of the Companies Act 2013 and Regulation 23of the SEBI Listing Regulations all Related Party Transactions are placed before theAudit Committee for approval. Prior omnibus approval of the Audit Committee is obtainedfor the transactions which are repetitive in nature. A statement of all Related PartyTransactions is placed before the Audit Committee for its review on a quarterly basisspecifying the nature value and terms and conditions of the transaction. The Company hasadopted a Related Party Transaction Policy. The Policy as approved by the Board isuploaded on the Company’s website.

There are no materially significant related party transactions made by the Company withPromoters Directors Key Managerial Personnel or other designated persons which have apotential conflict with the interest of the Company at large.

The details of the related party transactions as per Indian Accounting Standards (INDAS)-24 are set out in Notes to Financial Statements of the Company. Form AOC-2 pursuant toSection 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

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate system of internal control 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 (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 rightdecisions and become familiar with the policies and procedures applicable to their areasof operation avoid conflicts of interest and report all unethical and illegal conduct.

Additionally employees are required to certify in an annual basis whether there havebeen any transactions which are fraudulent illegal or violate of the Code of Conduct.Strong oversight and self-monitoring policies and procedures demonstrate yourCompany’s commitment to the highest standards of integrity.

Your Company has also successfully complemented its Internal Control Framework with thetest of design and effectiveness of all its processes across the organization as part ofmeeting the requirements of the Companies Act 2013 to ensure the existence andeffectiveness of Internal Financial Controls.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Composition of the Board:

The Company’s policy is to have an appropriate blend of non-executive andindependent directors to maintain the independence of the Board functions of governanceand management.

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 2018 the Board comprised of two (2) Non-Executive Independent Directors and four(4) Non-executive Non-Independent Directors. Woman Director is a Non-executiveNon-Independent Directors. The Board has no institutional director.

Retirement by rotation and subsequent re-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. Mrs. Grace R.Deora (Non-Executive Director) liable to retire by rotation at the ensuing AGM and beingeligible have offered themselves for re-appointment. In accordance with the provisions ofthe Companies Act 2013 read with the Rules issued thereunder the Listing Regulations andthe Articles of Association of the Company the Independent Directors and the ManagingDirector of the Company 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:

The independent Directors of the Company have been appointed for tenure of 5 (five)years up to 29 March 2020. The Company has on its Board eminent Independent Directorswho have brought in independent judgement to Board’s deliberations including issuedof strategy risk management and overall governance. They have played a pivotal role insafeguarding the interests of all stakeholders.

The Independent Directors have submitted declarations that they meet the criteria ofIndependence laid down under the Companies Act 2013 and the Listing Regulations and haveconfirmed that they do not hold directorship more than the prescribed limit in the ListingRegulations The Company has also issued formal appointment letters to all the IndependentDirectors in the manner provided under the Companies Act 2013 read with the Rules issuedthereunder.

The terms 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:http://triochemproducts.com/investor-rclations'investor-relations aspx/vear=2015-16 Declaration of Independence fromIndependent 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 statutory modification (s) orre-enactment(s) thereof for the time being in force).

Details of Key Managerial Personnel:

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 areMr. Ramu S. Deora - Chief Executive Officer; Mr. Puran J. Parmar - Chief FinancialOfficer; Resignation of Mr. Sandeep Patel from the post of Company Secretary &Compliance Officer of the Company w.e.f. 14th February 2018. The Board hasappointed Mr. Bharat B. Gangani as Company Secretary & Compliance Officer w.e.f. 15thFebruary 2018 and designated him as Key Managerial Personnel except forgoing there hasbeen no charge in the role & position of KMP of the Company during the year.

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’particulars which is available for inspection by the members at the Registered office ofthe company during business hours on working days of the company up to the date of ensuingAnnual General Meeting. If any member is interested in inspecting the same such membermay write to 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 alia provides that the Nominationand Remuneration Committee shall formulate the criteria for appointment if ExecutiveNon-Executive and Independent Directors on the Board of Directors on the Board ofDirectors of the Company and persons in the Senior Management of the Company theirremuneration including determination of qualifications positive attributes independenceof Directors and other matters as provided under sub-section (3) of section 178 of theCompanies Act 2013 (including any statutory modification(s) or re-enactment(s) thereoffor the time being in force). The Policy is also available on the website of the Companyat following the link: http://triochemproducts.com/uploads/Investor-relations/pdfs/nomination-and-remuneration-policv-2 6. pdf Performance 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 of the Act and the Listing Regulation theDirectors carried out the annual performance evaluation of the Board Committees of Boardand Individual Directors along with assessing the quality .and quantity and timelines offlow of information between the Company management and the Board that

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is necessary for the Board to effectively and reasonably perform their duties. Anevaluation sheet was given to each director wherein certain criteria were set out forwhich ratings are to be given.

CORPORATE GOVERNANCE

In terms of circular no: CIR/MRD/DSA/31/2013 dated 30.03.2013 and circular no.:CIR/CFD/POLICY CELL/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 connectionwe wish to inform you that in respect of our Company as on the last audited balance sheetas at 31.03.2018 paid up equity capital of the company is Rs.24.50 lakh which is less thanten crores and net worth Rs.8.03 Crore which is less than rupees twenty five crore. HenceRegulation 15(2) of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 not be applicable to us.

NUMBER OF BOARD MEETING HELD

The Board of Directors duly meets four times during the financial year from l5tApril 2017 to 31st March 2018. The dates on which the meetings were held are 26thMay 1712th August 1713th December 17 and 14th February 18.

ATTENDANCE OF DIRECTORS

Attendance of Directors at the Board Meetings held during the financial year ended 31stMarch 2018 and at last AGM:

Name of Director Category

Number of meetings

Attendance at the last AGM
(in alphabetical order) Held Attended Held on 26th August 2017
Mr. Girish Kumar Pungalia Non-Executive Independent 4 4 Yes
Mrs. Grace R. Deora Non-Executive 4 4 Yes
Mr. Mahabirprasad S. Deora Non-Executive 4 4 Yes
Mr. Shyam Sunder Sharma Non-Executive 4 2 No
Mr Sunil S. Jhunjhunwala Non-Executive Independent 4 4 Yes
Mr. Ramu S. Deora Non-Executive 4 3 Yes

Attendance of Directors at the Committee Meetings held during the financial year ended31 March 2018.

Name of Director (in alphabetical order) Status Category

Audit Committee Meeting

Nomination and Remuneration Committee

Stakeholders Relationship Committee

Held Attended Held Attended Held Attended
Mr. Girish Kumar Puhgalia Member Non-Executive Independent 4 4 4 4 4 4
Mr. Mahabirprasad S. Deora Member Non-Executive 4 4 4 4 4 4
Mr. Shyam Sunder Sharma Member Non-Executive 4 4 4 4 4 4
Mr. Sunil S. Jhunjhunwala Chairman Non-Executive Independent 4 4 4 4 4 4

INDEPENDENT DIRECTORS MEETING

Schedule IV of the Companies Act 2013 and the Rules thereunder and Regulation 25(3) ofSEBI Listing Regulation 2015 the independent directors held their separate meeting on 30thMarch 2018 without attendance of non-independent directors and members of Management tointer alia:

All independent directors were present in meeting.

DIRECTOR’S RESPONSIBILITY STATEMENT

Based on the frame work of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the Internal Statutory Costand Secretarial Auditors including audit of the internal financial controls overfinancial reporting by the Statutory Auditors and the reviews performed by Management andthe relevant Board Committees including the Audit Committee the Board is of the opinionthat the Company’s internal financial controls were adequate and effective during thefinancial year 2017-2018.

Accordingly pursuant to Section 134(3) (c) and 134(5) of the Companies Act 2013 theBoard of Directors to the best of their knowledge and ability confirm that:

a) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any;

b) 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 at the end of the financial year and ofthe profit of the Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

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

e) The Director have laid down internal controls to be followed by the Company and thatsuch internal financial controls are adequate and are operating effectively; and.

f) the Director have devised proper system to ensure compliance with the provisions ofall applicable laws and that such systems are adequate and operating effectively;

The composition of Audit Committee is in alignment with provision of Section 177 of theCompanies Act 2013 read with the Rules issued thereunder and Regulation 18 of the ListingRegulations. The members of the Audit Committee are financially literate and haveexperience in financial management. The Audit Committee comprises of the followingdirectors:

Name Status Category
Mr. Sunil S. Jhunjhunwala Chairman Non-Executive- Independent Director
Mr. Girish Kumar Pungalia Member Non-Executive - Independent Director
Mr. Shyam S. Sharma Member Director

All the recommendations made by the Audit Committee were accepted by the Board ofDirectors of the Company. NOMINATION AND REMUNERATION COMMITTEE

The company is having a Nomination and Remuneration Committee comprising of thefollowing directors:

Name Status Category
Mr. Sunil S. Jhunjhunwala Chairman Non-Executive - Independent Director
Mr. Girish Kumar Pungalia Member Non-Executive - Independent Director
Mr Shyam S. Sharma 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 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
Mr. Mahabirprasad Sitaram Deora Member Director

HUMAN RESOURCES

The well-disciplined workforce which has served the company for four decades lies atthe very foundation of the company’s major achievements and shall well continue forthe years to come. Maintenance of a cordial and supportive environment is a pre-requisitefor the smooth functioning of any organization. This requires the management and theemployees to fully understand and respect each other. On an ongoing basis the managementidentifies and implements necessary measures to maintain a positive climate and improveperformance levels. The management has always carried out systematic appraisal ofperformance and imparted training at periodic intervals. The company has always recognizedtalent and has judiciously followed the principle of rewarding performance.

The Company continued the welfare activities for the employees which include MedicalCare Group Insurance and Canteen Facility. To enrich the skills of employees and enrichtheir experience the Company arranges Practical Training Courses by Internal andExternal 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 thecompany.

PREVENTION OF SEXUAL HARASSMENT AT WORK PUCE

As per requirements of the Sexual Harassment of women at the workplace (PreventionProhibition & Redressal) Act 2013 ("Act") and rules made thereunder yourCompany has adopted a policy for prevention of sexual harassment at workplace and hasconstituted an Internal Complaints Committee. During the year your Company has notreceived any complaints on Sexual Harassment under the said Act. Display on website of theCompany at following the link: http://triochemproducts.com/uploads/lnvestor-relations/pdfs/prevention-of-sexual-harasment-at-workpalce-policv-78. pdf

BUSINESS RISK MANAGEMENT

Although the company has long been followed the principle of risk minimization as isthe norm in every industry it has now become a compulsion. Therefore the Board memberswere informed about the risk assessment and minimization procedures after which the Boardformally adopted steps for framing implementing and monitoring the risk management planfor the company.

The main objective of this policy is to ensure sustainable business growth withstability and to promote a proactive approach in reporting evaluating and resolving risksassociated with the business. In order to achieve with the key objectives the policyestablishes a structured and disciplined approach to Risk Management in order to guidedecisions on risk related issues.

In today’s challenging and competitive environment strategies for mitigatinginherent risks in accomplishing the growth plans of the Company are imperative. The commonrisks inter alia are: Regulations competitive Business risk Technology obsolescenceInvestments retention of talent and expansion of facilities.

Business risk inter-alia further includes financial risk political risk fidelityrisk legal risk.

As a matter of policy these risks are assessed and steps as appropriate are taken tomitigate the same. The Risk Management Policy is posted in the Website 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.

WRBSITE OF THE COMPANY

The Company maintains a website www.triochemDroducts.comwhere detailed information of the company and its products are provided.

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 the course of day to day business operations ofthe company. The Code has been display on website of the Company at following the link http://www.triochetnproducts.com/uploadsAnvestor-relations/pdfs/directors~senior-management-personnel-24.pdf

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 personnel have confirmed compliancewith the Code.

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.com/uploads/Investor-relations/pdfs/familarization-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. http://www.triochemproducts.com/uploadsAnvestor-relations/pdfs/nsk:

Vigil 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 Blower Policy’ has been formulated with a view toprovide a mechanism for the Directors and employees of the Company to approach the EthicsCounsellor or the Chairman of the Audit Committee of the Company.

The purpose of this policy is to provide a framework to promote responsible and securewhistle blowing. It protects employees willing to raise a concern about seriousirregularities within the Company. This policy is uploaded on the Company’s website. http://www.triochemDroducts.com/uploads/lnvestor-relations/pdfs/vigil-mechanism-whistle-blower-policy-28.pdf

AUDITORS AND AUDITORS' REPORT

Statutory Auditors:

M/s. KANU DOSHI AND ASSOCIATE LLP (Firm Registration No. 104746W / W100096) CharteredAccountants Mumbai were appointed as the Statutory Auditors of the Company at the 45thAGM till the conclusion of the 50th AGM. M/s. KANU DOSHI AND ASSOCIATE LLPChartered Accountants 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) thereoffor the time being in force).

The Auditors Report for the financial year ended 31" March 2018 on the financialstatements of the Company is a pan of Annual Report. The Auditors Report for the financialyear ended 31st March 2018 does not contain any qualification reservation oradverse remark.

The observation of the Auditors in their report read together with the Notes toAccounts are self-explanatory and therefore in the opinion of the Directors do not callfor any further explanation. The auditor’s reports do not contain any reservationqualification & adverse remark for the financial year under review.

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 a Awnristes flnst Accountants ZRitesh N. T.Proprietors) to conduct the cost audit of the Company to conducts the audit of costrecords for the financial year 2018-19- The remuneration proposed to be paid to the CostAuditors subject to ratification by the shareholders of the Company at the ensuing 46thAnnual 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 2018-19 along with a certificate confirming theirindependence and arm's length relationship.

Secretarial Auditors:

Pursuant to the provision of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsof the Company has appointed M/s Ragini Chokshi & Co.(CP No.: 1436 FCS: 2390)Company Secretaries to conduct and audit of the secretarial records for the financial year2018-19-

The Company has received consent from M/s Ragini Chokshi & Co. (CP No.: 1436 FCS:2390) Company Secretaries to act as the auditors for conducting audit of the Secretarialrecords for the financial year ended 31st March 2019.

The Secretarial Audit Report for the financial year ended 31st March 2018is set out in "Annexure C" to this report. The Secretarial Audit Report does notcontain any qualification reservation or adverse remark.

EXTRACT OF ANNUAL RETURN

Pursuant to the provision of Section 92(3) of the Companies Act 2013 and Rule 12(1) ofThe Companies (Management and Administration) Rules 2014 the Extract of the AnnualReturn of the Company as on as on 3lsi March 2018 in the prescribed Form No.MGT 9 is set out in "Annexure D" to this report.

SECRETARIAL STANDARDS OF ICS1

The Company is in compliance of Secretarial Standards on Meeting of the Board ofDirectors (SS-1) and General Meetings (SS-2) issued by the Institute of CompanySecretaries of India.

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 31.03.2018 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.

ENERGY CONSERVATION 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 and the Rules framedthereunder 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.

ACKNOWLEDGEMENTS

The company has been very well supported from all quarters and therefore your directorswish to place on record their sincere appreciation for the support and co-operationreceived from Employees Dealers Suppliers Central and State Governments bankers andothers associated with the Company.

Your Directors wish to thanks the banks financial institutions shareholders andbusiness associates for their continued support and cooperation.

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

CAUSIONARY STATEMENT

The statements contained in the Board’s Report and Management Discussion andAnalysis contain certain statements relating to the future and therefore are forwardlooking within the meaning of applicable securities laws and regulations. Various factorssuch as economic conditions changes in government regulations tax regime otherstatues market forces and other associated and individual factors may however lead tovariation in actual results. Readers are cautioned not to place undue reliance on theforward looking statements.

By order of the Board of Directors For Triochem Products Limited

Mahabirprasad S. Deora Ramu S. Deora
Director Director & CEO
DIN: 01073326 DIN: 00312369
Place: Mumbai

Annual Report 2017 - 2018 Annexure (A) to Board's Report

DIVIDEND DISTRIBUTION POLICY

(Approved bv the Board of Directors at their meeting held on 11th November.2016’)

INTRODUCTION

The Policy is called "TPL - Dividend Distribution Policy" (hereinafterreferred to as "this Policy") and shall be effective from 11thNovember 2016 ("Effective Date").

In terms of the Securities and Exchange Board of India (Listing Obligation andDisclosure Requirements) Regulations 2015 including any statutory modifications(s) orre-enactment(s) thereof for the time being in force Triochem Products Limited(Hereinafter referred to as "the Company") is required to frame this policy.

POLICY

This policy aims at ensuring compliance with the provisions of Regulations 43A ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 including any statutory modification^) or re-enactment(s) thereof forthe time being in force.

The Company would inter alia consider the following financialparameters and/or internal & external factors before declaring dividend(s) orrecommending dividend(s) to the shareholders:

1. Current year profits arrived at after providing for depreciation in accordance withthe provisions of Section 123 and other applicable provisions if any of the CompaniesAct 2013 read with the Rules issued thereunder; and/or

2. Profit from any of the previous financial year(s) arrived art after providing fordepreciation in accordance with the provisions of Section 123 and other applicableprovision if any of the Companies Act 2013 read with the Rules issued thereunder;

3. Fund requirements to finance the working capital needs of the business;

4. Opportunities for investments of the funds of the Company to capture future growthin the industry e.g. capital expenditure network expansion etc.;

5. Funding requirements for any organic and inorganic growth opportunities to bepursued by the Company;

6. Optimal free cash to fund any exigencies if any;

7. Prevailing legal requirements regulatory conditions or restrictions laid down underthe applicable laws including tax laws.

In case the Board proposes not to distribute the Profit; the ground thereof andinformation on utilisation of the retained earnings if any shall be disclosed to theshareholders in the Board s Report forming part of Annual Report of the Company.

The CFO jointly with the Directors & CEO of the Company shall suggest any amount tobe declared / recommended as Dividend to the Board of Directors of the Company takinginto account the aforementioned parameters.

Parameters adopted w.r.t. various classes of shares:

1. The Company has only one class of shares referred to as equity shares of the facevalue of Rs.10/- each forming part of its Issued Subscribed and Paid - up share capital.

2. Dividend (including interim and/or final) would be declared and paid to equityshareholders at the rate fixed by the Board of Directors of the Company if any would besubject to the approval of the shareholders at the ensuing Annual General Meeting.

AMENDMENTS TO THE POLCIY

The Company is committed to continuously reviewing and updating our policies andprocedures. Therefore this policy is subject to modification. Any amendments) of anyprovision of this policy shall be earned out by the persons authorised by the Board inthis regards.

Annual Report 2017 - 2018 Annexure (B) to Board's Report FORM AOC - 2

[Pursuant to Section 134(3)(h) of the Companies Act 2013 and Rule 8(2) of theCompanies (Accounts) Rules 2014]

Form for disclosure of particulars of contract / arrangements entered into by theCompany with related parties referred to in Section 188(1) of the Companies Act 2013including certain arm's length transactions under third proviso thereto

1 DETAILS OF CONTRACTS OR ARRANGEMENTS OR TRANSACTIONS NOT AT ARM’S LENGTH BASIS:

a Name(s) of the related party and nature of relationship
b Nature of contracts / arrangements / transactions
c Duration of the contracts / arrangements / transactions
d Slient terns of the contracts or arrangements ot transactions including the value if any

Not

Applicable

e Justification for entering into such contracts or arrangements or transactions
f Date(s) of approval by the Board
g Amount paid as advances if any
h Date on which (a) the requisite resolution was passed in general meeting as required under first proviso to Section 188 of the Companies Act 2013
2 DETAILS OF MATERIAL CONTRACTS OR ARRANGEMENT OR TRANSACTIONS AT ARM’S LENGTH BASIS:
a Name(s) of the related party and nature of relationship
b Nature of contracts / arrangements / transactions
c Duration of the contracts / arrangements / transactions

Not

Applicable

d Slient terns of the contracts or arrangements ot transactions including the value if any
e Date(s) of approval by the Board
f Amount paid as advances if any

All related party transactions are in the ordinary course of business and on arm'slength basis which are approved by Audit Committee of the Company.

For and on behalf of Board of Directors

Mahabirprasad S. Deora Ramu S. Deora
Director (DIN: 01073326) Director & CEO (DIN: 00312369)
Place: Mumbai
Date: 29th May 2018