Dear Members,
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 March 31, 2024 |
Previous year ended 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 sep?rate 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 Non- Executive 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.
interna! 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 year
Board 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.
AUDITORS
i) 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 henee, 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
certif?cate 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 Certif?cate 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.
|
|
By order of the Board of Directors |
|
|
For TRANSCHEM LIMITED |
| PLACE: Thane |
(Mahesh S Rananavre) |
(Mirza Saeed Kazi) |
| DATE : July 20, 2024 |
Whole Time Director |
Director |
|
(DIN 08296631) |
(DIN 03348588) |
|