DIRECTORS' REPORT Dear Members, Your Directors are pleased to submit their Thirty Eighth Annual Report, together with the Audited Statement of Accounts of your Company for the financial year ended 31st March 2015. 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 and other viable products. 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 no significant surplus, no fund has been transferred to reserve. REPORT ON SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES: Your Company is not having any subsidiary, associate or joint venture. DIRECTORS RESPONSIBILITY STATEMENT: Pursuant to section 134(5) of the Companies Act, 2013, 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 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 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 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: In the meeting of Board of Directors held on 14th August 2015, Mr. Rajen Desai steps down as chairman of the Company. Board has appointed Mrs. Bina Shah, an independent director as chairperson of the Board. Independent directors have submitted declaration of their being independent in terms of Section 149(6) of the Act. Mr. Rajen Desai, Director, shall retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Apart from the above there is no change in directors and key managerial personnel during the period under review. Company has framed a policy for remuneration of its directors and key managerial personnel. The policy is being placed at the web-site of the Company. NUMBER OF BOARD MEETINGS HELD DURING THE YEAR: The Board of directors duly met five times during the financial year ended 31st March 2015. The dates on which the meetings were held are 30th May 2014, 13th August 2014, 6th September 2014, 14th November 2014 and 14th February 2015. EVALUATION OF BOARD AND DIRECTORS: Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually. The performance of the Board was evaluated after seeking input from all directors on the basis of the criteria such as the Board effectiveness of Board process, information and functioning etc. 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 directors' report. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY: Commensurate to its size Company has adequate system of internal controls to safeguard its assets. M/s Vandana V Dodhia & Co. has been appointed as Internal Auditor of the Company. AUDIT AND OTHER BOARD COMMITTEES: Pursuant to the Companies Act, 2013 and Clause 49 of the Listing agreement Board of Directors has constituted/ renamed following Committees: • Audit Committee • Nomination and Remuneration Committee • Risk Management Committee • Stakeholders Relationship Committee • Compliance Committee The details of the aforesaid committees have been provided in the report on Corporate Governance. AUDITORS: i) Statutory 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. ii) Secretarial Auditor According to the provisions of Section 204 of the Companies Act, 2013 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 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: During the year company has neither given nor obtained any loan or guarantee. No investment was made by the Company during the year. RELATED PARTY TRANSACTIONS: Except payment of salary to executive director and sitting fee to non executive directors Company has not entered into any related party transaction. CORPORATE SOCIAL RESPONSIBILITY: The provisions of Corporate Social Responsibility are not applicable to your company as your company has not earned profit during last financial years. EXTRACTS OF ANNUAL RETURN: The details forming part of the extracts of annual return in Form MGT 9 is annexed with the report and forming part of it. 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 - 1.17 b. The Percentage increase in remuneration of Director - There was no increase in remuneration of 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. The explanation on the relationship between average increase in remuneration and Company performance: Since the Company is not performing well, just to meet the cost of living for the employees a nominal annual increase of 5% was provided to employees. i. 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%, no increase was provided to directors. j. Comparison of each remuneration of key managerial personnel against the performance of the Company and other information: Since company is not carrying on any business activity no comparison is possible and other information is also not applicable. The Company affirms the remuneration is as per the remuneration policy of the Company Further no employee is drawing salary equal to or in excess of the amount as specified in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and none of the employee alongwith his spouse and dependent children is holding 2% or more shares in 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. 217 (1) (e) OF THE COMPANIES ACT 1956: a). Conservation of Energy: Conservation of energy is regular 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 of Clause 49 of the Listing Agreement. 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 (DILIP S SHINDE) EXECUTIVE DIRECTOR (RAJEN K DESAI) DIRECTOR PLACE: MUMBAI DATE : 05.09.2015 |