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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)

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)