Directors Report of Transchem Ltd.

Mar 31, 2025

Your Directors are pleased to present the Forty-Eighth (48^th) Annual Report of Transchem Limited (hereinafter referred to as “the Company”) along with the Audited Financial Statements for the Financial Year ended March 31, 2025 (hereinafter referred to as “year under review” or “year” or “FY 2024-2025”).

In compliance with the applicable provisions of Companies Act, 2013, (including any statutory modification(s) or reenactments) thereof, for time being in force) (hereinafter referred to as “Act”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “SEBI Listing Regulations”), this Report covers the financial performance and other developments in respect of the Company during the financial year ended March 31, 2025 and upto the date of the Board Meeting held on May 20, 2025 to approve this Report.

FINANCIAL RESULTS

A summary of the financial performance of your Company for the financial year ended March 31, 2025, is as under:

('' in Lakhs)
Particulars	2024-2025	2023-2024
Revenue from Operations	263.04	41.00
Other Income	853.25	739.70
Total Income	1,116.29	780.70
Total Expenses	410.00	215.40
Profit before tax	706.29	565.30
Less: tax expenses	183.70	144.96
Profit after tax	522.59	420.34
Other Comprehensive Income / (Loss)for the year,	(155.65)	560.04
Net of Taxes	-	-
Total Comprehensive Income/(Loss) for the year	366.94	980.38

HIGHLIGHTS OF FINANCIAL PERFORMANCE AND THE STATE OF THE COMPANY’S AFFAIRS

The total income for FY 2024-2025 was '' 1,116.29 Lakhs as compared to '' 780.70 Lakhs recorded during the previous financial year. The profit for the financial year ended March 31, 2025, increased to '' 522.59 Lakhs as against the net profit of '' 420.34 Lakhs for the previous financial year.

Review of Business Operations

The Company has expanded its business to include trading in agricultural goods. The Company is strategically poised to explore new opportunities and adopt innovative practices to drive growth and success.

Employee Benefits Expenses and Depreciation

The Employee benefits expenses for FY 2024-2025 stands at '' 67.00 Lakhs which was comparatively lower as compared with '' 89.85 Lakhs for FY 2023-2024. Depreciation and amortization cost for FY 2024-2025 stood at '' 0.57 Lakhs as compared with that of '' 0.81 Lakhs for FY 2023-24.

DIVIDEND

With a view to conserve resources, your directors have not recommended any dividend to the equity shareholders. TRANSFER TO RESERVE

The Board opted not to propose any transfer to reserve at this time, choosing instead to allocate resources toward opportunities that may foster growth and resilience in the future. The decision reflects a careful consideration of our current needs and a strategic approach.

SHARE CAPITAL

The issued, subscribed and paid-up equity share capital as on March 31, 2025, was '' 1,224.00 Lakhs divided into 1,22,40,000 Equity Shares of '' 10/- each. The Company''s equity share capital is listed on the BSE Limited (“BSE”). The shares are traded on BSE and have not been suspended from trading.

During the year under review, the Company has not issued any shares or other convertible securities, bonus shares or made a rights issue of shares or shares with differential voting rights or granted any stock options or any sweat equity shares. Further, the Company has not resorted to buy back any of its shares. None of the Directors of the Company holds instruments convertible into equity shares of the Company.

CORPORATE GOVERNANCE

Pursuant to Schedule V to the SEBI Listing Regulations, the following Reports/ Certificates form part of the Annual Report:

• Report on Corporate Governance;

• the Certificate duly signed by the Chief Financial Officer on the financial statements of the Company for the year ended March 31, 2025 as submitted to the Board of Directors at its meeting held on May 20, 2025;

• the declaration by the Whole-Time Director regarding compliance by the Board members and senior management personnel with the Company''s Code of Conduct; and

• an analysis of the business and financial performance is given in the Management Discussion and Analysis, which forms a part of the Annual Report.

The Secretarial Auditors'' Certificate on Corporate Governance is annexed to this report as “Annexure VI”. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report, capturing your Company''s performance, industry trends and other material changes with respect to your Company, wherever applicable and future outlook as stipulated under the SEBI Listing Regulations is forming an integral part of the Annual Report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

SUBSIDIARIES. ASSOCIATES AND JOINT VENTURE COMPANIES

Your Company does not have any subsidiary, associate or joint venture.

Further, during the financial year under review, no company has become or ceased to be subsidiary, joint venture or associate of the Company.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS

There was no guarantee given or security provided pursuant to Section 186 of the Act during the financial year under review.

The details of loan given and investment made during the financial year have been disclosed in the financial statements. CORPORATE SOCIAL RESPONSIBILITY (“CSR”)

Transchem''s CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. The brief outline of the CSR Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year under review are set out in “Annexure - A” of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The CSR Policy of the Company is available on the website of the Company and can be accessed through the web link at https://www.transchem.net/corporate-governance.

RISK MANAGEMENT

The Company has a Risk Management Policy in place for identification of key risks to our business objectives, risk evaluation, risk reporting and disclosures, risk mitigation and monitoring, and integration with strategy and business planning inter alia for identifying and taking opportunities to improve performance of the Company.

A detailed exercise is being carried out to identify, evaluate, manage and monitor both business and non-business risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same. The Risk Management Policy is periodically reviewed and can be accessed at https://www.transchem.net/corporate-governance..

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

Your Company has a sound internal control system commensurate with its size and nature of business which provides a reasonable assurance in respect of financial and operational information, safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

The Internal Auditors monitors and evaluate the efficiency and adequacy of internal financial control system in the Company, its compliance with operating systems, accounting procedures, application of the Company instructions and policies. The Audit Committee reviews the Internal Audit Report submitted by the Internal Auditors on a quarterly basis.

Based on the assessment carried out by the Audit Committee, the internal financial controls were adequate and effective and no material weakness or significant deficiencies in the design or operation of internal financial controls were observed during the financial year ended March 31, 2025.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All RPTs entered into during the financial year were on an arm''s length basis and were carried out in the ordinary course of business. As required under SEBI Listing Regulations, the Company has formulated a Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions which is available on the Company''s website and can be accessed at https://www.transchem.net/corporate-governance.

All RPTs are placed on a quarterly basis before the Audit Committee. Prior omnibus approval of the Audit Committee is obtained for the transactions which are foreseeable and of a repetitive nature.

During the year, the Company has entered into contract / arrangement / transaction with related parties, which are considered as material in accordance with Section 188 of the Act and Regulation 23 of SEBI Listing Regulations and prior approval of the members was accordingly sought. Details of such material contracts or arrangements or transactions at arm''s length basis are provided in Form AOC-2 annexed to this Report as “Annexure-B”.

Further, pursuant to Section 188 of the Act and Regulation 23 of the SEBI Listing Regulations, all material RPTs shall require prior approval of the members through a resolution. Consent of the members by way of Ordinary Resolution is sought by the Company for the material contracts/ arrangements/transactions proposed to be entered into by the Company at the ensuing AGM shall be valid upto the date of the next AGM for a period not exceeding fifteen months.

Members may note that the details of RPTs as required under Ind AS 24 are reported in the explanatory notes to the financial statements.

Pursuant to Regulation 23(9) of the SEBI Listing Regulations, your Company has filed the reports on RPTs with the BSE.

DIRECTORS AND KEY MANAGERIAL PERSONNELSa) Re-appointment of Director retiring by rotation

In terms of the provisions of Section 152(6) of the Act read with Articles of Association of the Company, Mr. Mirza Saeed Kazi (DIN:03348588), Director of the Company, retires by rotation at the ensuing AGM and being eligible offers himself for re-appointment. The Board recommends his re-appointment for the approval of Members. A resolution seeking Members'' approval for his re-appointment forms part of the Notice of the AGM. In accordance with Regulation 36 of the SEBI Listing Regulations and Secretarial Standard-2 on General Meetings, brief particulars and expertise of Director to be re-appointed together with their other Directorships and Committee memberships is given in the “Annexure I” to the Notice of the 48^th AGM.

b) Change in Directorate

i) The Board on the recommendation of the Nomination and Remuneration Committee (“NRC”) appointed Ms. Sejal Mahendrakumar Jain (DIN: 10679696) and Mr. Govindshankar Krishnan (DIN: 10679535) as an Additional Director, in the category of Independent Non-Executive Director not liable to retirement by rotation, for a term of 5 (five) consecutive years commencing from August 01,2024 to July 31,2029, subject to approval of Members of the Company. The Members of the Company at their AGM held on August 24, 2024, passed the Special Resolution for their appointment as Non- Executive, Independent Director w.e.f. August 01, 2024.

ii) Mrs. Bina S Shah (DIN: 00349612) and Mr. Neerav Bharat Merchant (DIN: 00222393) completed their second consecutive term as Independent Directors of the Company and consequently ceased to be Directors of the Company effective close of business hours on September 29, 2024.

c) Key Managerial Personnel (“KMP”)

Mr. Mukesh Garach had tendered his resignation from the position of Chief Financial Officer (“CFO”) of the Company w.e.f, January 07, 2025.

The Board of Directors, based on recommendation and approval of NRC and Audit Committee respectively has appointed Ms. Sarita Maharao as the CFO of the Company w.e.f., March 01, 2025

As on March 31,2025, pursuant to the provisions of Section 203 of the Act read with the Rules made there under, the following employees are the Whole Time Key Managerial Personnel of the Company:

1) Mr. Mahesh Rananavre, Whole Time Director

2) Ms. Sarita Maharao, Chief Financial Officer

3) Mrs. Neeraja Karandikar, Company Secretary and Compliance Officer

There was no change in the composition of the Board of Directors and KMP during the year under review, except as stated above.

In the opinion of the Board, all our Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity for the purpose of Rule 8(5)(iii)(a) of the Companies (Accounts) Rules, 2014. List of key skills, expertise, and core competencies of the Board, including the Independent Directors, is provided in the Corporate Governance Report annexed to this Annual Report.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have furnished the declarations that they meet the criteria of independence as provided under Section 149(6) of the Act and Regulation 25(8) of SEBI Listing Regulations and abide by Code for Directors framed by the Company and as prescribed in Schedule IV to the Act. Further, they have confirmed that there has been no change in the circumstances or situation which exist or may be reasonably anticipated, that could impair or impact the ability of Independent Directors to discharge their duties with an objective independent judgment and without any external influence.

The Independent Directors hold high standards of integrity, expertise and experience (including proficiency).

POLICIES ON APPOINTMENT OF DIRECTORS AND REMUNERATION

The management of the Company is immensely benefitted from the guidance, support and mature advice from members of the Board of Directors who are also members of various Committees. The Board consists of Directors possessing diverse skills and rich experience to enhance quality of its performance. The Company has adopted a Board Diversity Policy. The same can be accessed at https://www.transchem.net/corporate-governance.

The Nomination and Remuneration Policy for Directors, Key Managerial Personnel and other Employees sets out the guiding principles for the NRC for recommending to the Board, the candidature and remuneration of the Directors, Key Managerial Personnel and other Employees of the Company in line with the requirement of the Section 178 of the Act, and Regulation 19 read with Part D of Schedule II to the SEBI Listing Regulations. The aforesaid Policy is available on the Company''s website and can be accessed at https://www.transchem.net/corporate-governance.

BOARD AND COMMITTEE MEETINGS

During the year ended March 31, 2025, the Board met 6 (Six) times i.e., May 18, 2024, July 20, 2024, October 01, 2024, October 15, 2024, January 28, 2025, and March 01,2025. The gap between the two meetings did not exceed one hundred and twenty days and the necessary quorum was present for all the meetings held during the year.

Details of the Board Meetings and meetings of its Committees are furnished in the Corporate Governance Report.

ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board, the Committees of the Board and Independent Directors continuously strive for efficient functioning of Board and its Committees and better corporate governance practices. A formal performance evaluation was carried out at the meeting of the Board of Directors held on May 20, 2025 where the Board made an annual evaluation of its own performance, the performance of Directors individually as well as the evaluation of the working of its various Committees for the FY 2024-2025 after seeking inputs from all the Directors on the basis of various performance criteria such as the Board composition and structure, effectiveness of board processes, information and functioning etc.

The Board expressed its satisfaction with the evaluation process. The observations made during the evaluation process were noted and based on the outcome of the evaluation and feedback from the Directors, the Board and the management agreed on various action points to be implemented in subsequent meetings. The evaluation process endorsed cohesiveness amongst Directors, the openness of the management in sharing strategic information with the Board and placing various proposals for the Board''s consideration and approval to enable Board Members to discharge their responsibilities.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of criteria such as the composition of Committees, effectiveness of Committee meetings etc. The above criteria are as provided by the Guidance Note on Board Evaluation issued by SEBI. The Independent Directors met on October 15, 2024, and March 01, 2025 without the presence of other Directors or members of Management. All the Independent Directors were present at the meeting. In the meeting, Independent Directors reviewed the performance of Non-Independent Directors, the Board as a whole and the performance of the Chairperson of the Company was evaluated, taking into account the views of Executive Director and Non-Executive Directors. They assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board. The Independent Directors expressed satisfaction with overall functioning of the Board. The Independent Directors played active role in Board as well as Committee meetings in which they are members.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to sub section 3(c) of Section 134 of the Act, the Board of Directors of the Company hereby state and confirm that:

(i) in the preparation of annual accounts, applicable Indian Accounting Standards have been followed and there are no material departures in adoption of these standards;

(ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and the Profit of the Company for the year;

(iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors had prepared annual accounts on a “going concern” basis;

(v) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

(vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS AND AUDITORS’ REPORTi) Statutory Auditors

M/s. SPML & Associates, Chartered Accountants, Mumbai (FRN: 136549W) were appointed as the Statutory Auditors of the Company for a term of 5 (Five) consecutive years at the 46^th AGM held on July 29, 2023 and will hold office till the conclusion of 51^st AGM of the Company. Further, they have confirmed that they are not disqualified from continuing as the Statutory Auditors of the Company and also confirmed that they hold a valid peer review certificate as prescribed under SEBI Listing Regulations.

Statutory Audit Report

The Auditors'' Report for the financial year ended March 31,2025, on the financial statements of the Company is a part of this Annual Report. The Auditors'' Report for the year under review is issued with an unmodified opinion and it does not contain any adverse remark, qualification, reservation, or disclaimer remark.

ii) Secretarial Auditor

In compliance with Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act, the Board at its meeting held on May 20, 2025, based on recommendation of the Audit Committee, has approved the appointment of M/s. Pravesh Palod and Associates, Practicing Company Secretary, a peer reviewed firm as Secretarial Auditor of the Company for a term of five (05) consecutive years commencing from FY 2025-2026 till FY 2029-2030, subject to approval of the Members at the ensuing AGM.

Secretarial Audit Report

The Secretarial Audit Report for the financial year ended March 31, 2025 is attached with this report as “Annexure - C”. The same Secretarial Audit Report shall be considered for the purpose of compliance with Regulation 24A of SEBI Listing Regulations. The Secretarial Audit Report does not contain any adverse remark, qualification, reservation, or disclaimer remark.

iii) Internal Auditor

The Board of Directors has re-appointed M/s. L. T Jadav & Company, (Chartered Accountants, FRN No. 118218W) as Internal Auditor of the Company for the financial year 2024-2025 and shall continue to conduct Internal Audit for the financial year 2025-2026.

REPORTING OF FRAUD BY AUDITORS

During the year under review, the Statutory Auditor has not reported any instances of fraud committed in the Company by its officers or employees to the Audit Committee or the Board under section 143(12) of the Act, details of which needs to be mentioned in their Report.

EXTRACT OF THE ANNUAL RETURN

Pursuant to Section 134(3)(a) read with Section 92(3) of the Act, Annual Return of the Company is hosted on the website and can be accessed at https://www.transchem.net/annual-returns.

PARTICULARS OF EMPLOYEES

The statement of disclosures required pursuant to Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is provided in “Annexure-D” to this Report. The Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Act, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence, disclosure pursuant to Section 197(14) of the Act is not applicable to the Company.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

In compliance with the provisions of Section 177 of the Act and Regulation 22 of SEBI Listing Regulations Company''s Whistle Blower Policy/ Vigil Mechanism aims to provide the appropriate platform for whistle blowers to report instances of any actual or suspected incidents of unethical practices, violation of applicable laws and regulations. The Policy also provides for adequate safeguards against victimization of Director(s)/ employee(s) who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee in exceptional cases. It is affirmed that no person has been denied access to the Audit Committee.

The Whistle Blower Policy/ Vigil Mechanism is uploaded on the Company''s website and can be accessed at https://www.transchem.net/corporate-govemance. The Audit Committee is also committed to ensure fraud-free work environment. Your Company investigates complaints, if any, speedily, confidentially and in an impartial manner and takes appropriate action to ensure that the requisite standards of professional and ethical conduct are always maintained.

During the FY 2024-2025, no cases under this mechanism were reported to the Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013

Your Company recognizes its responsibility and provides equal opportunities and is committed to creating a healthy working environment that enables all our employees to work with equality and without fear of discrimination, prejudice, gender bias or any form of harassment at workplace has formulated a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder for prevention and redressal of complaints of sexual harassment at workplace.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

There were no cases reported during FY 2024-2025.

CODE FOR PREVENTION OF INSIDER TRADING

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

This Code of Conduct has been made available on the Company''s website and can be accessed at https://www.transchem.net/corporate-governance.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in “Annexure - E” attached to this Report.

OTHER DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the financial year under review:

a) The Company has not accepted any deposits from public within the meaning of Section 73 and 74 of the Act and Rules framed thereunder (including any amendments thereof) during the FY 2024-2025 and, as such, no amount on account of principal or interest on deposit from public was outstanding as on the date of this Report.

b) The Company has duly complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India, i.e., SS-1, and SS-2 relating to “Meetings of the Board of Directors”, and “General Meetings” respectively.

c) There were no significant and material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operation.

d) There is no change in the nature of business of the Company carried out during the financial year. The Company has not changed the class of business in which the Company has an interest.

e) The Company has not defaulted in repayment of loans from banks and/or financial institutions. There were no delays or defaults in payment of interest/principal of any of its debt securities.

f) The provision of Section 148 of the Act relating to maintenance of cost records and cost audit are not applicable to the Company.

g) There were neither any applications filed by or against the Company nor any proceedings were pending under the Insolvency and Bankruptcy Code, 2016 during the year under review.

h) Your Company is not required to obtain credit rating.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for the assistance and guidance extended by Stock Exchange, Depositories, other statutory bodies and Company''s Bankers for the assistance, cooperation and encouragement to the Company.

Your Directors also gratefully acknowledge all stakeholders of the Company viz. members, vendors and other business partners for the excellent support received from them during the year. Our employees are instrumental in the Company to scale new heights, their commitment and contribution is deeply acknowledged. Your involvement as members is also greatly valued. Your Directors look forward to your continuing support.

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Mar 31, 2024

Your Directors are pleased to submit their Forty- Seventh Annual Report, together with the Audited Financial Statements of your Company for the financial year ended March 31, 2024.

Financial Results

(Rs in lakhs)
Particulars	Current year ended	Previous year ended
	March 31, 2024	March 31, 2023
Income from operations	41.00	-
Other Income	739.70	424.45
Gross Profit before Depreciation & Tax	566.11	251.19
Depreciation	0.81	0.78
Tax Expenses	144.96	126.70
Net Profit/ (Loss) after Tax	420.34	123.71
Other Comprehensive Income/(Loss)for the year, Net of Taxes	560.04	(169.53)
Total Comprehensive Income/(Loss) for the year	980.38	(45.82)

Review of Business Operations

Recognizing the potential and the need to diversify, the Company has taken strategic steps to re-enter the agricultural market. The Company re-initiated its operations and expanded its business to include trading in agricultural goods. The Company is strategically poised to explore new opportunities and adopt innovative practices to drive growth and success.

Dividend and Reserves

With the view to conserve resources, your Directors have not recommended any dividend to the equity shareholders. Further no amount has been transferred to reserve as well.

Change in the Nature of Business, if any

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

Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report

No material changes and commitments affecting the financial position of the Company have occurred in the Company since the end of Financial Year on March 31,2024 till the date of this report.

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future

No significant and/or material order passed by the regulators or courts or tribunals during the year under review that may impact the going concern status and Company''s operations in future.

Subsidiaries, Associates and Joint Venture Companies

Your Company is not having any subsidiary, associate or joint venture. Further during the financial year under review, no company has become or ceased to be subsidiary, joint venture or associate of the Company.

Directors Responsibility Statement

Pursuant to sub section 3-(c) of Section 134 of the Companies Act, 2013 (“the Act”) the Board of Directors of the Company hereby state and confirm that:

(i) in the preparation of annual accounts, applicable Indian Accounting Standards have been followed and there are no material departures in adoption of these standards;

(ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and the Profit of the Company for the year;

(iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors had prepared annual accounts on a going concern basis;

(v) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

(vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Directors and Key Managerial Personnel

There was no change in directors and Key Managerial Personnel during the financial year ended March 31, 2024.

In terms of the provisions of Section 152(6) of the Act, Mr. Mahesh S. Rananavre (DIN 08296631), Director of the Company, shall retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

As a strategy to strengthen the Board of Directors of the Company and given the experience and expertise of Mr. Govindshankar Krishnan and Ms. Sejal Mahendrakumar Jain, the Board of directors, on the recommendation of Nomination and Remuneration Committee of the Company has appointed Ms. Sejal Mahendrakumar Jain (DIN: 10679696) and Mr. Govindshankar Krishnan (DIN: 10679535) as additional director in its meeting held on July 20, 2024 with effect from August 01, 2024 in the category of Non-Executive Independent Directors for a tenure of five years, subject to the approval of shareholders. Brief profile and other details and disclosure about them is provided in the explanatory statement annexed to the notice of AGM.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act read with the rules made thereunder, the following employees are the key managerial personnel of the Company:

1. Mr. Mahesh S. Rananavre - Whole-Time Director;

2. Mr. Mukesh Garach - Chief Financial Officer;

3. Ms. Neeraja Karandikar - Company Secretary and Compliance Officer.

Evaluation of Board, it''s Committees and Individual Directors

Your Company has devised a formal process for annual evaluation of performance of the Board, its Committees and Individual Directors (“Performance Evaluation”). It covers the areas relevant to the functioning as Independent Directors or other Directors, member of Board or Committees of the Board.

The Board reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc. In a separate meeting of Independent Directors, performance of Non-Independent Directors and the Board as a whole was evaluated. The Independent Directors in the said meeting also evaluated the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. Additionally, the Chairperson of the Board was also evaluated on key aspects of her role, taking into account the views of Executive Directors and NonExecutive Directors. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated as provided in the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India (SEBI).

Criteria for determining qualifications, positive attributes and independence of a director

The policy on the appointment of Directors and remuneration including criteria for determining qualifications, positive attributes, independence of Director, and also remuneration for key managerial personnel and other employees as available on the website of the Company at www.transchem.net. forms part of the Corporate Governance Report annexed to this Annual Report.

Declaration By Independent Directors

Both the existing Independent Directors and the directors proposed to be appointed as Independent Directors have furnished the declarations that they meet the criteria of independence as provided under Section 149(6) of the Act and Regulation 25(8) of SEBI Listing Regulations and abide by Code for Independent Directors framed by the Company and as prescribed in Schedule IV to the Act. Further, the existing Independent Directors have confirmed that there has been no change in the circumstances or situation, which exist or may be reasonably anticipated, that could impair or impact the ability of Independent Directors to discharge their duties with an objective independent judgment and without any external influence.

Familiarisation programme for the independent directors

Company is having in place a programme to familiarise the Independent Directors with the Company at the time of their appointment. It is designed to include compliances required from him/ her under the Act, SEBI Listing Regulations and other relevant regulations.

Directors & Officers Liability Insurance (“D&O Policy”)

The Company has in place an appropriate Directors and Officers Liability Insurance Policy (“D&O Policy”) which is renewed every year and that D&O Policy provides indemnity to all of its Directors, Senior and Key Management Personnel and Employees of the Company in respect of liabilities associated to their office.

Policies of the Company

The Company is determined in maintaining a good Corporate Governance practice and has a robust system for smooth and effective functioning of the Board. Various policies have been framed by the Board of Directors as required under the Act and SEBI Listing Regulations in order to follow a uniform system of procedures. These policies are periodically reviewed and updated by the Board of Directors of the Company from time to time. Following are some of the major policies adopted by the Company and placed at its website at www.transchem.net:

1. Code of Conduct for Corporate Governance;

2. Code of Conduct for Prevention of Insider Trading;

3. Code of Practice and Procedure for fair disclosure of Un-published Price Sensitive Information;

4. Policy on determination of Material Criteria for Disclosure;

5. Policy on Nomination and Remuneration;

6. Policy on Preservation of documents;

7. Policy on Related Party Transactions;

8. Risk Management Policy;

9. Whistle Blower Policy.

Internal Control Systems and their adequacy

Your Company has a sound internal control system commensurate with its size and nature of business which provides a reasonable assurance in respect of financial and operational information, safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

The Internal Auditors monitors and evaluates the efficacy and adequacy of internal financial control system in the Company, its compliance with operating systems, accounting procedures, application of the instructions and policies fixed by the senior management of the Company. The Audit Committee reviews the report on Internal Control submitted by the Internal Auditors on a quarterly basis.

Based on the assessment carried out by the Audit Committee, the internal financial controls were adequate and effective and no material weakness or significant deficiencies in the design or operation of internal financial controls were observed during the financial year ended March 31, 2024.

Board and Committee Meetings held during the yearBoard Meetings

The Board of Directors duly met 4 (Four) times during the financial year ended March 31, 2024. The dates on which the Board meetings were held are May 06, 2023, August 05, 2023, November 04, 2023 and January 25, 2024. Other details of the Board Meetings, regarding attendance of directors, are furnished in the Corporate Governance Report.

Board Committees Meetings

Pursuant to the Act and SEBI Listing Regulations Board of Directors has constituted following Committees:

• Audit Committee;

• Nomination and Remuneration Committee;

• Stakeholders Relationship Committee.

The details of the constitution of aforesaid Committees and meetings of the said committees held during the year ended March 31, 2024 have been provided in the report on Corporate Governance.

Annual Return and Extract of Annual Return

In compliance with Section 92 (3) and 134(3)(a) of the Act, Annual Return of the Company for the year ended March 31, 2024 has been posted at the web-site of the Company at www.transchem.net.

AUDITORSi) Statutory Auditors

SPML & Associates, Chartered Accountants, (Firm Registration No. 136549W) has been appointed as the Statutory Auditors of the Company for a period of five financial years and to hold office until the conclusion of Fifty-First AGM of the Company, to be held in the year 2028.

The Report of Auditors for the financial year ended March 31, 2024 on the financial statements of the Company is a part of this Annual Report. The Report of Auditors does not contain any adverse remark, qualification or reservation.

ii) Disclosure under Section 143(12) of the Act

The Statutory Auditors of the Company have not reported any instances of fraud or irregularities under provisions of Section 143(12) of the Act and Rules made there under in the management of the Company during financial year under review.

iii) Secretarial Auditor

According to the provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has re-appointed Mrs. Amita Saxena (FCS 3964, CP 3438), Company Secretary in Practice as the Secretarial Auditor of the Company for the year ended March 31, 2024. The Secretarial Audit Report submitted by her for the year ended March 31, 2024, attached with this report as Annexure I. The same Secretarial Audit Report shall be considered for the purpose of compliance with Regulation 24A of SEBI Listing Regulations. The Secretarial Audit Report does not contain any adverse remark, reservation or qualification.

iv) Cost Record

Pursuant to sub-section (1) of Section 148 of the Act, the Company is not required to maintain cost records.

v) Internal Auditor

The Board of Directors has re-appointed M/s. L. T. Jadav & Company, (Chartered Accountants), (Membership No. 037240; FRN No. 118218W) as Internal Auditor of the Company for the financial year 2024-25.

Particulars of Loans, Guarantees or Investments

There was no guarantee given or security provided pursuant to Section 186 of the Act during financial year under review. Company has provided loan to other body corporates and made investment in securities of other bodies corporate in compliance with the provisions of the Act.

The details of loan given and investment made during the financial year have been disclosed in the explanatory notes to the financial statements.

Related Party Transactions

Related party transactions have been disclosed under the significant accounting policies and notes forming part of the financial statements in accordance with “Indian Accounting Standard 24”.

There were no related party transactions entered into by the Company during the financial year under consideration which may have a potential conflict with the interest of the Company at large or which are considered as material or not at arm''s length price pursuant to the provisions of Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 23 of SEBI Listing Regulations, as amended from time to time. Hence, disclosure in Form AOC-2 has not been provided.

As required under the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions which has been put up on the Company''s website www.transchem.net.

Corporate Social Responsibility

The Company was neither having net worth of Rs. 500 Crores or more, nor the turnover of the Company was of Rs. 1,000 Crores or more nor a net profit of Rs. 5.00 Crores or more during the financial year 2022-23, the immediately preceding financial year, accordingly pursuant to Section 135 of the Act, provisions of Corporate Social Responsibility were not applicable to your Company during the year under review.

Disclosure under the Sexual Harassment of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013

The Company has zero tolerance towards any action on the part of any employee which may fall under the ambit of ''Sexual Harassment'' at workplace, and is fully committed to uphold and maintain the dignity of every women employee working in the Company. The Company values the dignity of individuals and strives to provide a safe and respectable work environment to all its employees.

The Company is committed to provide an environment, which is free of discrimination, intimidation and abuse. However, since Company does not have specified number of employee at any place of its business and hence, the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, are not applicable to it. It has been notified that in case any employee faces any such incidence she may communicate the same to the Chairperson of Audit Committee for appropriate action.

During the financial year ended March 31, 2024 no compliant was received under the Act.

Risk Management

Pursuant to Section 134 of the Act, the Company has a risk management policy in place for identification of key risks to the business objectives of the Company, impact assessment, risk analysis, risk evaluation, risk reporting and disclosures, risk mitigation and monitoring, and integration with strategy and business planning.

A detailed exercise is being carried out to identify, evaluate, manage and monitor both business and non business risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

Whistle blower policy/Vigil mechanism

As required under Regulation 22 of the SEBI Listing Regulations, the Company has an effective Whistle Blower Policy in place to deal with the instances of fraud and mismanagement. The policy is available on the Company''s website at www.transchem.net.

The policy provides Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the code of conduct /business ethics. The vigil mechanism provides for adequate safeguards against victimization of the Director(s) and employee(s) who avail this mechanism. All Directors and employees have direct access to the Chairperson of the Audit Committee.

Compliance of Secretarial Standards

The Board of Directors hereby confirms that all the applicable Secretarial Standards have been duly complied with during the year under review.

Particulars of Employees

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of remuneration of each director to the median remuneration of employees of the Company for the financial year:

Non-executive Directors: No remuneration is being paid to Non-Executive Directors except sitting fee for attending Board Meetings.

Executive Director: Mr. Mahesh S Rananavre - Ratio to median remuneration - 2.85 times.

b. The Percentage increase in remuneration of Director - 4.38%.

c. The Percentage increase in remuneration of Chief Financial Officer - 5.02%.

d. The Percentage increase in remuneration of Company Secretary - 5.01%.

e. The percentage increase in the median remuneration of employee - 11.37%.

f. The number of permanent employee on the roll of Company - 15.

g. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in managerial remuneration.

Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year is 1.09% and the average percentile increase in the managerial remuneration to the KMP''s is 4.80%.

h. Affirmation that the remuneration is as per the remuneration policy of the Company:

Remuneration paid to the employees including KMPs is as per the Remuneration Policy of the Company.

i. Disclosure required pursuant to Section 197 of the Act read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

(i) The Company has no employee drawing remuneration equal to or exceeding Rs. 1.02 Crore when employed throughout the financial year;

(ii) The Company has no employee drawing remuneration equal to or exceeding Rs. 8.50 Lakh per month in case employed for part of the year;

(iii) The Company has no employee drawing remuneration more than the Whole Time Director and holding himself or along with spouse and dependent children 2% or more shares in the capital of the Company.

Accordingly disclosure pursuant to Section 197(14) of the Act is not applicable to the Company.

Deposits

The Company has neither invited nor accepted any deposits which would be covered under Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) during the year under review.

Disclosure on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings/Outgo under Section 134(3)(m) of the Act

A) Conservation of Energy

(i) The steps taken or impact on conservation of energy:

The Company, being a responsible corporate citizen, makes conscious efforts to reduce its energy consumption wherever feasible.

(ii) Steps taken by the Company for utilizing alternate source of energy:

The management is continuously exploring feasible alternate sources of energy.

(iii) The capital investment on energy conservation equipment:

There is no capital investment on energy conservation equipment during the period under review.

B) Technology Absorption

(i) The efforts made towards technology absorption and benefits derived:

The Company evaluates technology developments on a continuous basis and keep the organisation updated. However, considering the business activities of the Company, the Company did not use any particular technology.

(ii) The Company has not imported any technology during the year.

(iii) The Company has not incurred any expenditure on Research and Development during the period under review.

C) Foreign Exchange Earnings and Outgo

There was no foreign exchange earnings and outgo during the year under review.

Corporate Governance and Management Discussion and Analysis

The Board has been committed to adopt, besides any obligations under applicable laws or regulations, relevant best practices for Corporate Governance. Further, the Company is regular in submitting compliance reports on Corporate Governance to BSE Limited, the Stock Exchange where at its securities are listed and has fully implemented all the requirements as prescribed under the SEBI Listing Regulations. The report on Corporate Governance as stipulated under SEBI Listing Regulations forms part of the Annual Report. The requisite certificate from Mrs. Amita Saxena (FCS 3964, CP 3438), Company Secretary in Practice and Secretarial Auditor of the Company, confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

The aforesaid Certificate does not contain any adverse remark, reservation, qualification or disclaimer remark.

A detailed discussion on the overview of the industry and important changes in the industry during the last year; external environment and economic outlook; induction of strategic and financial partners during the year; business performance, information on the operational and financial performance among others, and future outlook as stipulated under the SEBI Listing Regulations and Section 134(3) is included in the Management Discussion and Analysis Report forming an integral part of the Annual Report.

Share Capital

The paid up equity share capital as on March 31, 2024 was Rs. 1224 Lakhs divided into 12,240,000 Equity Shares of Rs. 10/- each. The equity share capital of the Company is listed on BSE Limited. The shares are actively traded on BSE Limited and have not been suspended from trading.

There was no change in the capital structure of the Company during the year.

Other Disclosures

1. Your Company is not required to obtain credit rating.

2. The Company does not have any scheme or provision of money for the purchase of or subscription to its own shares by the employees/ Directors or by trustees for the benefit of the employees/ Directors.

3. There is no Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016.

4. During the year under review, there has been no one time settlement of loans, if any, taken from banks and financial institutions.

Acknowledgement

Your Directors wish to place on record their appreciation of the support and co-operation received from the Government authorities and the Company''s Bankers. Yours Directors'' also commend the contribution made by the employees.

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Mar 31, 2018

DIRECTORS REPORT

Dear Members,

The Directors are pleased to submit their Forty-first Annual Report, together with the Audited Financial Statements of your Company for the financial year ended 31 March 2018.

Financial Results:

(Rs, in lakhs)

Particulars	Current year ended 31 March 2018	Previous year ended 31 March 2017
Income	211.09	178.42
Gross Profit/(Loss)before Depreciation & Taxation	41.91	79.93
Depreciation	96.90	101.81
Tax Expense	63.97	-
Other Comprehensive Income for the year, net of taxes	0.72	(0.93)
Comprehensive income for the year	(118.24)	(22.81)

Dividend and Fund Transfer To Reserve:

In view of not having any business activity, your Directors have not recommended any dividend to the equity shareholders. Further there being losses during the year, no fund has been transferred to reserve.

Information on State of Affairs of the Company

Due to various reasons your Company could not carry on any business activity during the year. The fund available with the Company was parked with the mutual fund and/or provided to other corporate bodies as inter-corporate deposits, wherein the Company has earned dividend/interest. All expenses, net of other income were transferred to Balance Sheet as losses.

Your directors are considering various business options to revive the Mushroom Division of the Company however due to national and international economic scenario none of them appeared feasible. Your directors are looking out for other options to utilize the resources in the best interest of the Company and its stake holders.

Change in the Nature of Business, if any

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

Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report

There was no material change and/or commitment, that may affect the financial position of the Company, has occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future

No regulatory order has been passed during the year under review that may impact the going concern status and Company''s operations in future.

Subsidiaries, Associates and Joint Venture Companies:

Your Company is not having any subsidiary, associate or joint venture. Further during the financial year under review, no company become or ceased to be subsidiary, joint venture or associate company of the Company.

Directors Responsibility Statement:

Pursuant to section 134(5) of the Act, the Directors of the Company state as under that:

(i) in the preparation of annual accounts, applicable Accounting Standards have been followed and there are no material departures in adoption of these standards;.

(ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the losses for the year;

(iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors had prepared annual accounts on a going concern basis;

(v) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

(vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Directors And Key Managerial Personnel:

Mr. Rajen K Desai, Director, shall retire by rotation in the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Independent Directors have submitted declaration of they being independent in terms of Section 149(6) of the Act and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “SEBI Listing Regulations”).

On successful completion of open offer made by Priyanka Finance Private Limited (“Acquirer”) and Mr. Vijay Choraria (“PAC”) in his capacity as the person acting in concert pursuant to regulation 3(1) and 4 of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, Mr. Mukesh Jagat Jethwani (DIN: 01486791) and Mr. Mirza Saeed Kazi (DIN: 03348588) were appointed as Additional Directors on the Board of Company as their representatives with effect from 25 September 2017. It is proposed to appoint them as Director at the ensuing Annual General Meeting.

On completion of tenure of appointment of Mr. Dilip Shinde, Executive Director, Board has reappointed him for further period of three years effective 01 March 2018. It is recommended to confirm his reappointment at the ensuing Annual General Meeting.

Apart from the above there was no change in directors and key managerial personnel during the year under review. Evaluation of Board And Directors:

Pursuant to the provisions of the Act and Regulation 17(10) of the SEBI Listing Regulations and SEBI guidelines on Board Evaluation, the Board has carried out an annual performance evaluation of its own performance and that of the Directors individually.

The performance of the Board was evaluated after seeking input from all directors on the basis of the criteria as specified in the SEBI guidelines.

Policy on Directors'' appointment and remuneration and other details

The Company''s policy on directors'' appointment and remuneration and other matters has been disclosed in the Corporate Governance Report that forms part of this report. The policy has also been placed at the web-site of the Company.

Internal Control Systems and their adequacy:

Your Company has a sound internal control system commensurate with its size and nature of business which provides a reasonable assurance in respect of financial and operational information, safeguarding assets of the Company and ensuring compliance with corporate policies. All transactions are recorded and reported correctly.

Number of Board Meetings Held During The Year:

The Board of Directors duly met NINE times during the financial year ended 31 March 2018. The dates on which the meetings were held are 06 April 2017, 02 May 2017, 30 May 2017, 11 August 2017, 17 August 2017, 04 September 2017, 25 September 2017, 11 November 2017 and 09 February 2018.

Audit and other Board Committees:

Pursuant to the Act and SEBI Listing Regulations Board of Directors has constituted/ renamed following Committees:

- Audit Committee;

- Nomination and Remuneration Committee;

- Stakeholders Relationship Committee.

The details of the aforesaid Committees have been provided in the report on Corporate Governance.

AUDITORS: i) Statutory Auditors

M/s. Maheshwari & Co, Chartered Accountants (Firm Registration No. 105834W), will retire as Auditors of the Company at the conclusion of the ensuing Annual General Meeting, being eligible Board proposed to re-appoint them as Statutory Auditors of the Company to hold office from conclusion of ensuing Annual General Meeting (AGM) until the conclusion of Forty-Sixth AGM of the Company, to be held in the year 2023, at such remuneration plus applicable taxes, based on the recommendation of the Audit Committee, as may be mutually agreed upon.

ii) Statutory Auditors'' Report

There is no qualification, reservation, adverse remark or disclaimer made by the Statutory Auditors in their report for the financial year ended 31 March 2018.

iii) Disclosure under Section 143(12) of the Act

The Statutory Auditors of the Company have not reported any instances of fraud or irregularities under provisions of Section 143(12) of the Act and Rules made there under in the management of the Company during financial year under review.

iv) Secretarial Auditor

According to the provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Company has appointed CS Amita Saxena (FCS 3964, CP 3438) as Secretarial Auditor. The Secretarial Audit Report submitted by her is enclosed as a part of this report.

v) Cost Record

Pursuant to sub-section (1) of Section 148 of the Act, Company is not required to maintain cost records. Particulars of Loans, Guarantees or Investments:

There was no guarantee given or investments made or security provided pursuant to Section 186 of the Act during financial year under review and hence the said provisions are not applicable.

The details of loan given during the financial year have been disclosed in the explanatory notes to the financial statement. Related Party Transactions:

Apart from payment of sitting fee to non-executive directors and remuneration to executive director your Company has not entered into any related party transactions as specified in Section 188 of the Act. Details of related party transactions as required under Ind-AS - 24 ''Related Party Disclosures'' are reported in the explanatory notes to the financial statements.

Details of related party transactions, if any, are regularly placed before the Audit Committee and also before the Board for its approval. Wherever required prior approval of the Audit Committee is obtained and such transactions are placed before the Audit Committee and the Board of Directors.

Corporate Social Responsibility:

The provisions of Corporate Social Responsibility are not applicable to your Company as your Company has not earned sufficient profit during last financial years, neither has the net worth of '' 500 crores, nor the turnover of '' 1000 crores.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company does not have specified number of employee at any place of its business and hence, the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, are not applicable to the Company.

Risk Management:

Pursuant to Section 134 of the Act, the Company has a risk management policy in place for identification of key risks to the business objectives of the Company, impact assessment, risk analysis, risk evaluation, risk reporting and disclosures, risk mitigation and monitoring, and integration with strategy and business planning.

A detailed exercise is being carried out to identify, evaluate, manage and monitor both business and non-business risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

Whistle blower policy/Vigil mechanism

As required under Regulation 22 of the SEBI Listing Regulations, the Company has an effective Whistle Blower Policy in place to deal with the instances of fraud and mismanagement. The policy is available on the Company''s website at www.transchem.net.

The policy provides for adequate safeguard against the victimization of the employees. The Vigil Mechanism is overseen by the Audit Committee.

Extract of Annual Return:

The details forming part of the extract of annual return in Form MGT 9 are attached with this report and forming part of it. Annual Return of the Company as at year ended 31 March 2018 is posted at the web-site of the Company.

Compliance of Secretarial Standards:

The Board of Directors hereby confirms that all the applicable Secretarial Standards have been complied with during the year under review.

Particulars of Employees

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of remuneration of each director to the median remuneration of employees of the Company for the financial year:

Non-executive Directors: No remuneration is being paid to Non-Executive Directors except sitting fee for attending Board Meetings.

Executive Director: Mr. Dilip Shinde - Ratio to median remuneration - 1.12

b. The Percentage increase in remuneration of Director - There was an increase of 5% in remuneration of Executive Director

c. The percentage increase in the median remuneration of employee - 5%

d. The number of permanent employee on the roll of Company - 10

e. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in managerial remuneration.

Average increase in the remuneration of employee was 5% including managerial personnel. .

Disclosure required pursuant to Section 197 of the Act read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

(i) The Company has no employee drawing remuneration equal to or exceeding '' 1.02 Crore when employed throughout the financial year ;

(ii) The Company has no employee drawing remuneration equal to or exceeding '' 8.5 Lakh per month in case employed for part of the year.

(iii) The Company has no employee drawing remuneration more than the Managing Director and holding himself or along with spouse and dependent children 2% or more shares in the capital of the Company.

Deposits:

The Company has neither invited nor accepted any deposits from public during the year.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings/Outgo u/s 134(3)(m) of the Act:

a). Conservation of Energy:

Conservation of energy is continuous process at your Company and all prudent steps are being taken to conserve the resources.

b). Technology Absorption:

Your Company is not using any specific technology.

c). Research & Development:

Your Company is not carrying out any research.

d). Foreign Exchange Earnings and Outgo:

During the year there was neither any Foreign Exchange earning nor outgo.

Corporate Governance:

The Board has been committed to adopt, besides any obligations under applicable laws or regulations, relevant best practices for Corporate Governance. Further, the Company is regular in submitting compliance reports on Corporate Governance to the Stock Exchange wherein its securities are listed and has fully implemented all the requirements as prescribed under the SEBI Listing Regulations.

Share Capital:

There was no change in capital structure of the Company during the year.

Acknowledgement:

Your Directors wish to place on record their appreciation of the support and co-operation received from the Government authorities and the Company''s Bankers. Yours Directors also commend the contribution made by the employees.

By order of the Board of Directors

For TRANSCHEM LIMITED

PLACE: Mumbai (Dilip S Shinde) (Rajen K Desai) (Mirza Saeed Kazi)

DATE : 04 August 2018 Executive Director Director Director

(DIN- 01763995) (DIN-00382740) (DIN-03348588)

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Mar 31, 2014

Dear Members,

The Directors are pleased to submit their Thirty Seventh Annual Report, together with the Audited Statement of Accounts of your Company for the financial year ended 31st March 2014.

FINANCIAL RESULTS (Rs. in lacs)

Year ended Year ended 31st March, 31st March, 2014 2013

Income 184.18 246.61

Gross Profit/(Loss) before Depreciation & Taxation 75.27 27.05

Depreciation 152.13 153.55

Provision for Current Tax 3.00 NIL

Provision for Deferred Tax/Adjustment 0.57 5.11

Profit/(Loss) after Depreciation & Taxation (80.43) (131.61)

OPERATION:

During the year your company has not carried out any business activity. Various business options to revive the Mushroom Division of the Company were considered however due to national and international economic scenario none of them appeared feasible. Your directors are looking out for economic feasibility to set-up a unit for research of new pharmaceutical molecules.

DIVIDEND:

In view of losses your Directors have not recommended any dividend to the equity shareholders.

PERSONNEL:

During the financial year 2013-14, there was no employee drawing salary exceeding or equal to the limit as prescribed under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules, 1975.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION u/s. 217 (1) (e) OF THE COMPANIES ACT 1956:

a) Conservation of Energy:

Your company is not carrying out any manufacturing activity, except prudent use of energy resources not taking any specific step towards conservation of energy.

b) Technology Absorption:

Your company is not using any specific technology.

c) Research & Development:

Your company is not carrying out any specific research.

DIRECTORS:

Some of the shareholders who claim to hold in aggregate about 26% shares in the capital of the Company filed a petition before Company Law Board in September 2013. Company represented the matter before the CLB and after receipt of Company''s reply the complainant shareholders agreed to withdraw the complaint on consented terms. One of the term was to appoint their nominee on the Board of the Company. As per the policy of the Company to act and cooperate with shareholder, Management of the Company appointed Mr. Vinayak G. Vengurlekar (DIN: 02801019) as additional director on the Board effective 30th December 2013. Pursuant to the Act, Mr. Vinayak G. Vengurlekar, being additional director shall vacate the office of director on the date of ensuing annual general meeting. Company has received a notice pursuant to section 160 to appoint him a Director on the board of company.

Pursuant to the provisions of Companies Act, 2013 and Listing Agreement it is proposed to appoint Mrs. Bina Shah and Mr. Neerav Merchant as independent director for tenure of five years effective date of ensuing annual general meeting.

Mr. Dilip Shinde, Director, shall retire by rotation in the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

DEPOSITS:

The Company has not invited or accepted any deposits from public during the year.

INDUSTRIAL RELATIONS:

The industrial relations continued to be cordial throughout the year.

CORPORATE GOVERNANCE:

The Board has been committed to adopt, besides any obligations under applicable laws or regulations, relevant best practices for Corporate Governance. Further, the Company is regular in submitting compliance reports on Corporate Governance to the Stock Exchange wherein its securities are listed and has fully implemented all the requirements of Clause 49 of the Listing Agreement.

AUDIT COMMITTEE:

Pursuant to the Companies Act, 1956 and Clause 49 of the Listing agreement Board of Directors has constituted an audit Committee. The present constitution of Audit Committee is of three Non-Executive Directors, majority of them being Independent Directors. Mrs. Bina Shah, a Fellow member of the Institute of Company Secretaries of India, an expert in the financial matter, is the Chairperson of the said committee. Mr. Neerav Merchant, Independent Director and Mr. Rajen Desai, Non executive promoter director are the other members of the Audit committee.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to section 217(2AA) of the Companies (Amendment Act) 2000, the Directors of the Company state as under that:

(i) in the preparation of annual accounts, applicable Accounting Standards have been followed.

(ii) the Directors had selected such accounting policies and consistently applied them and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit/loss for the year.

(iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) the Directors had prepared annual accounts on a going concern basis.

AUDITORS:

M/s. L.T. Jadav & Co., Chartered Accountants of Mumbai, will retire as Auditors of the Company at the conclusion of the ensuing Annual General Meeting and being eligible have expressed their willingness for re-appointment.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation of the support and co-operation received from the Government authorities and the Company''s Bankers. Yours Directors also commend the contribution made by the employees.

By order of the Board of Directors

For TRANSCHEM LIMITED

PLACE: THANE (RAJEN DESAI) DATE : 06.09.2014 CHAIRMAN

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Mar 31, 2013

Dear Members,

The Directors are pleased to submit their Thirty Sixth Annual Report, together with the Audited Statement of Accounts of your Company for the financial year ended 31st March 2013.

FINANCIAL RESULTS : (Rs. In lacs)

Particulars Current year Previous year ended 31-03-2013 ended 31-03-2012

Income 246.61 214.67

Gross Profit before Depreciation & Taxation 27.05 (223.17)

Depreciation 153.55 152.96

Provision for Current Tax NIL NIL

Provision for Deferred Tax / Adjustment 5.11 (42.44)

Profit / (Loss) after Depreciation & Taxation (131.61) (333.69)

OPERATION:

During the year your company could not commence any business activity. Various business options to revive the Mushroom Division of the Company were considered however due to national and international economic scenario none of them appeared feasible. In view thereof your board decided to dispose off that plant. Your directors are looking out for economic feasibility to set-up a unit for research of new pharmaceutical molecules.

DIVIDEND:

In view of losses your Directors have not recommended any dividend to the equity shareholders.

PERSONNEL:

During the financial year 2012-13, there was no employee drawing salary exceeding or equal to the limit as prescribed under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/ OUTGO u/s. 217 (1) (e) OF THE COMPANIES ACT 1956: a) Conservation of Energy:

Your company is not carrying out any manufacturing activity, except prudent use of energy resources not taking any specific step towards conservation of energy.

b) Technology Absorption:

Your company is not using any specific technology.

c) Research & Development:

Your company is not carrying out any specific research.

d) Foreign Exchange Earnings and Outgo:

During the year there was no Foreign Exchange earnings. Foreign Exchange equivalent to Rs. 6.50 Lacs was expended towards travelling.

DIRECTORS:

There was no change in directors during the year.

Mr. Dilip Shinde, whose tenure of appointment as Executive director was concluded during the year was reappointed by the Board as Executive director for further period of five years effective 1st March 2013.

Mrs. Bina Shah, Director, shall retire by rotation in the ensuing Annual General Meeting and being eligible offers herself for re-appointment.

DEPOSITS:

The Company has not invited or accepted any deposits from public during the year.

INDUSTRIAL RELATIONS:

The industrial relations continued to be cordial throughout the year.

CORPORATE GOVERNANCE:

The Board has been committed to adopt, besides any obligations under applicable laws or regulations, relevant best practices for Corporate Governance. Further, the Company is regular in submitting compliance reports on Corporate Governance to the Stock Exchange wherein its securities are listed and has fully implemented all the requirements of Clause 49 of the Listing Agreement.

AUDIT COMMITTEE:

Pursuant to the Companies Act, 1956 and Clause 49 of the Listing agreement Board of Directors has constituted an audit Committee. The present constitution of Audit Committee is of three Non-Executive Directors, majority of them being Independent Directors. Mrs. Bina Shah, a Fellow member of the Institute of Company Secretaries of India, an expert in the financial matter, is the Chairperson of the said committee. Mr. Neerav Merchant, Independent Director and Mr. Rajen Desai, Non executive promoter director are the other members of the Audit committee.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to section 217(2AA) of the Companies (Amendment Act) 2000, the Directors of the Company state as under that:

(i) in the preparation of annual accounts, applicable Accounting Standards have been followed.

(ii) the Directors had selected such accounting policies and consistently applied them and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit/loss for the year.

(iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) the Directors had prepared annual accounts on a going concern basis.

AUDITORS:

M/s. L.T. Jadav & Co., Chartered Accountants of Mumbai, will retire as Auditors of the Company at the conclusion of the ensuing Annual General Meeting and being eligible have expressed their willingness for reappointment.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation of the support and co-operation received from the Government authorities and the Company''s Bankers. Yours Directors also commend the contribution made by the employees.

By order of the Board of Directors

For TRANSCHEM LIMITED

PLACE : THANE (RAJEN DESAI)

DATE : 04.09.2013 CHAIRMAN

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Mar 31, 2012

The Directors are pleased to submit their Thirty Fifth Annual Report, together with the Audited Statement of Accounts of your Company for the financial year ended 31st March 2012.

FINANCIAL RESULTS : (Rs. In lacs)

Particulars Current year Previous year ended ended 31-03-2012 31-03-2011

Income 214.67 121.69

Gross Profit before Depreciation & Taxation (223.17) (169.50)

Depreciation 152.96 152.89

Provision for Current Tax NIL NIL

Provision for Deferred Tax/Adjustment (42.44) (41.70)

Profit/(Loss) after Depreciation & Taxation (333.69) (280.69)

OPERATION :

During the year your company could not commence any business activity. Various business options to revive the Mushroom Division of the Company were considered however due to national and international economic scenario none of them appeared feasible. In view thereof your board decided to dispose off that plant. Your directors are looking out for economic feasibility to set-up a unit for research of new pharmaceutical molecules.

DIVIDEND :

In view of losses your Directors have not recommended any dividend to the equity shareholders.

PERSONNEL :

During the financial year 2011-12, there was no employee drawing salary exceeding or equal to the limit as prescribed under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules, 1975.

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

The Company is not required to give information about conservation of energy etc under section 217(1)(e) of the Companies Act, read with the Companies (Disclosure of the particulars in the report of the Board of Directors) Rules, 1988. During the year your company earned NIL foreign exchange and out go was of Rs. Nil (Previous Year Rs. 3.12 lacs).

DIRECTORS :

There was no change in directors during the year.

Mr. Dilip Shinde, Director, shall retire by rotation in the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

DEPOSITS :

The Company has not invited or accepted any deposits from public during the year.

INDUSTRIAL RELATIONS :

The industrial relations continued to be cordial throughout the year.

CORPORATE GOVERNANCE :

The Board has been committed to adopt, besides any obligations under applicable laws or regulations, relevant best practices for Corporate Governance. Further, the Company is regular in submitting compliance reports on Corporate Governance to the Stock Exchange wherein its securities are listed and has fully implemented all the requirements of Clause 49 of the Listing Agreement.

AUDIT COMMITTEE :

Pursuant to the Companies Act, 1956 and Clause 49 of the Listing agreement Board of Directors has constituted an audit Committee. The present constitution of Audit Committee is of three Non-Executive Directors, majority of them being Independent Directors. Mrs. Bina Shah, a Fellow member of the Institute of Company Secretaries of India, an expert in the financial matter, is the Chairperson of the said committee. Mr. Neerav Merchant, Independent Director and Mr. Rajen Desai, Non executive promoter director are the other members of the Audit committee.

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to section 217(2AA) of the Companies (Amendment Act) 2000, the Directors of the Company state as under that:

(i) in the preparation of annual accounts, applicable Accounting Standards have been followed.

(ii) the Directors had selected such accounting policies and consistently applied them and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit/loss for the year.

(iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) the Directors had prepared annual accounts on a going concern basis.

AUDITORS :

M/s. L.T. Jadav & Co., Chartered Accountants of Mumbai, will retire as Auditors of the Company at the conclusion of the ensuing Annual General Meeting and being eligible have expressed their willingness for re-appointment.

ACKNOWLEDGEMENT :

Your Directors wish to place on record their appreciation of the support and co-operation received from the Government authorities and the Company's Bankers. Yours Directors also commend the contribution made by the employees.

By order of the Board of Directors For TRANSCHEM LIMITED (RAJEN DESAI) CHAIRMAN

PLACE : THANE DATE : 03-09-2012

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Mar 31, 2010

The Directors are pleased to submit their Thirty Third Annual Report, together with the Audited Statement of Accounts of your Company for the financial year ended 31st March 2010.

FINANCIAL RESULTS : (Rs. In lacs)

Particulars Current year Previous year

ended 31-03-2010 ended 31-03-2009

Income 200.88 245.82

Gross Profit before Depreciation

& Taxation (131.61) 3.02

Depreciation 151.31 147.95

Provision for Current Tax NIL NIL

Provision for Deferred Tax / Adjustment (82.08) (34.73)

Profit / (Loss) after Depreciation & Taxation (200.84) (110.20)

OPERATION:

During the year your company could not commence any business activity. Various business options to revive the Mushroom Division of the Company are under consideration.

DIVIDEND:

In view of losses your Directors have not recommended any dividend to the equity shareholders.

PERSONNEL:

There is no employee drawing salary exceeding or equal to the limit as prescribed under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules, 1975.

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

The Company is not required to give information about conservation of energy etc. under section 217(1)(e) of the Companies Act, read with the Companies (Disclosure of the particulars in the report of the Board of Directors) Rules, 1988. During the year your company earned NIL foreign exchange and out go was of Rs. 1.64 lacs (Previous Year Rs. 5.82 lacs).

DIRECTORS:

Mr. Rajen Desai & Mr. Hemant Laad, Directors, shall retire by rotation in the ensuing Annual General Meeting and being eligible offers themselves for re-appointment.

DEPOSITS:

The Company has not invited or accepted any deposits from public during the year.

INDUSTRIAL RELATIONS:

The industrial relations continued to be cordial throughout the year.

CORPORATE GOVERNANCE:

The Board has been committed to adopt, besides any obligations under relevant laws or regulations, relevant best practices for Corporate Governance. Further, the Company is regular in tiling and submitting compliance reports on Corporate Governance to the Stock Exchange wherein it is listed and has fully implemented all the requirements of Clause 49 of the Listing Agreement.

AUDIT COMMITTEE:

Pursuant to the Companies Act, 1956 and Clause 49 of the Listing agreement Board of Directors has constituted an audit Committee. The present constitution of Audit Committee is of three Non-Executive Directors, majority of them being Independent Directors. Mrs. Bina Shah, a Fellow member of the Institute of Company Secretaries, an expert in the financial matter. Mr. Hemant Laad and Mr. Rajen Desai, holding Bachelor Degree in Commerce and have financial literacy are members of the Audit Committee. Mrs. Bina Shah a Non- Executive Independent Director is the Chairperson of the said committee.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to section 217(2AA) of the Companies (Amendment Act) 2000, the Directors of the Company state as under that:

(i) in the preparation of annual accounts, applicable Accounting Standards have been followed.

(ii) the Directors had selected such accounting policies and consistently applied them and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit / loss for the year.

(iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) the Directors had prepared annual accounts on a going concern basis.

AUDITORS:

M/s. L. T. Jadav & Co., Chartered Accountants of Mumbai, will retire as Auditors of the Company at the conclusion of the ensuing Annual General Meeting and being eligible have expressed their willingness for re- appointment.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation of the support and co-operation received from the Government authorities and the Companys Bankers. Yours Directors also commend the contribution made by the employees.

By order of the Board of Directors

For TRANSCHEM LIMITED

PLACE : THANE (RAJEN DESAI)

DATE : 02-09-2010 CHAIRMAN