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Directors Report of Transchem Ltd.

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


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


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


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

 
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