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Directors Report of Transpek Industry Ltd.

Mar 31, 2015

The Members

The Directors have pleasure in presenting the Forty Ninth Annual Report together with the Audited Financial Statements of the Company for the financial year ended 31st March, 2015.

1. FINANCIAL RESULTS

2014-15 2013-2014 Rs Lahk Rs Lahk

Net Sales including Trading and Operating Income 25934.95 24094.52

Other Income 477.65 746.27

Profit/(Loss) before Interest, Depreciation, Amortization, Taxes and Extraordinary Items 3599.93 3,061.42

Interest 1166.38 1,151.82

Cash Profit/(Loss) before Extraordinary Items and Taxes 2433.55 1,909.60

Less:

Depreciation 845.58 708.31

Amortization 12.34 13.87

Profit/(Loss) before Tax 1575.63 1,187.42

Provision for Taxation Current:

(i) Current Tax (MAT) 286.55 298.33

(ii) MAT - (297.00)

(iii) Deferred Tax (Asset) / Liability 195.59 456.10

(iv) Tax adjustment for earlier years (12.31) 10.24

Profit/(Loss) after Tax 1105.80 719.75

Balance brought forward from Previous Year 1696.60 1,298.60

Amount available for appropriation 2802.40 2,018.35

Appropriations to:

a) Proposed Dividend 293.60 146.80

b) Tax on Proposed Dividend 58.70 24.95

c) Transfer to General Reserve 250.00 150.00

d) Balance Carried to Balance Sheet 2200.10 1696.60

TOTAL 2802.40 2018.35

Note: Previous year figures have been regrouped / rearranged wherever necessary.

2. AMOUNT TO BE TRANSFERRED TO GENERAL RESERVE:

Your Board of Directors of the Company have decided to transfer a sum of Rs.2,50,00,000/- to General Reserve, aggregating to 22.61% of Profits.

3. DIVIDEND

Your Directors have recommended a dividend of Rs. 5/- (i.e. 50%) per equity share of Rs.10/- on the Equity Share Capital of Rs.587.20 lakhs for the year ended 31st March, 2015 (Previous Year [PY]: 25%, i.e. Rs.2.5/-).

The dividend will be paid to members, whose names appear in the Register of Members as on 21st September, 2015 and in respect of shares in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date.

4. RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS

1. The net sale of the Company for the year under review is Rs.257.38 crores as compared to Rs.233.96 crores in the previous year, an increase of 10.01%.

2. Exports registered Rs.161.50 crores (PY: Rs.142.56 crores) an increase of 13.29%, and domestic sale registered Rs.95.88 crores (PY: Rs.91.39 Crores).

3. During the financial year 2014-2015, the Company registered net profit of Rs.11.05 crores as against net profit of Rs.7.20 crores in the previous year, an increase of 53%.

Performance in the year 2014-2015, improved over the previous year, due to the following key points:

1. Optimization of plant capacity utilization for major products in second half of the year.

2. Efforts to increase number of customers and spread of market resulted in higher sales.

3. Increase in market demand for few products.

5. OUTLOOK

Your Company is focusing on increasing its market spread in terms of more customers & new products which are expected to result in higher sales volumes & profits. The margins are expected to remain stable barring any uncertainty of major foreign exchange fluctuations or economic conditions.

6. QUALITY. ENVIRONMENT, HEALTH AND SAFETY MANAGEMENT SYSTEMS:

The Re-certification Audit of the Company's existing Integrated Management System of QMS ISO 9001: 2008, EMS ISO 14001:2004 and BS OHSAS 18001: 2007 was successfully completed by TUV NORD - a certification agency - in January, 2015. The Company's existing Integrated Management System is in compliance with the requirements of the Management System.

The Company is totally committed to ensure protection of environment & maintenance of biodiversity. The Company takes many initiatives to achieve this goal.

The Company puts a strong emphasis on ensuring safety of the employees and surrounding population and has robust safety management systems in place. The Company is a member of the Indian Chemical Council and signatory to 'Responsible Care', a Chemical Industry initiative.

7. SUBSIDIARY COMPANIES:

(i) Transpek Industry (Europe) Ltd.

During the year under review, the wholly owned subsidiary of the Company - Transpek Industry (Europe) Limited - continued to provide services to the five participant companies under REACH regulations.

(ii) Sam Fine O Chem Ltd.

During the year under review, your Company divested its investments from Sam Fine O Chem Limited (SFOCL) and hence, SFOCL ceased to be the Subsidiary of the Company w.e.f. 03.01.2015.

8. DISCLOSURE UNDER THE COMPANIES ACT. 2013:

Information given below is pursuant to various disclosure requirements prescribed under the Companies Act, 2013 and the rules thereunder, to the extent applicable to the Company. Some of the disclosures have been included in appropriate places in the Corporate Governance Report which is part of Board's Report.

a) CONSERVATION OF ENERGY, TECHNICAL ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed to this report as 'Annexure - I'.

b) EXTRACTS OF ANNUAL RETURN AND OTHER DISCLOSURES UNDER COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

The Extract of the Annual Return in form no. MGT - 9 as per Section 134 (3) (a) of the Companies Act, 2013 read with Rule 8 of Companies (Account) Rules, 2014 and Rule 12 of Companies (Management and Administration) Rules, 2014 is annexed to this report as 'Annexure - II'.

c) REMUNERATION POLICY AND INFORMATION REGARDING REMUNERATION:

Particulars of the Company's Remuneration Policy and information pursuant to Rule 5(1) of the Companies (Appointment & Remuneration) Rules, 2014 are annexed to this report as 'Annexure - III'.

d) PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

During the year under review, Your Company has not directly or indirectly:

a) given any loan to any person or other body corporate other than usual advances envisaged in a contract of supply of materials if any,

b) given any guarantee or provided security in connection with a loan to any other body corporate or person and

c) acquired by way of subscription purchase or otherwise, the securities of any other body corporate exceeding sixty percent, of its paid-up share capital, free reserve and securities premium account or one hundred percent of its free reserves and securities premium account whichever is more.

e) RELATED PARTY TRANSACTIONS:

All the transactions with related parties are in the ordinary course of business and on arm's length basis; and there are no material contracts or arrangement or transactions with related party at arm's length basis for which approval of the Board was required and thus disclosure in form AOC-2 is not required to be made.

The policy on materiality of related party transactions and dealing with related party transactions as approved the Board is placed on the Company's website on the link: http://www.transpek.com/pdf/policy-on-related-party-transactions.pdf.

Your Directors draw attention of the members to Note no.29 (D) to the financial statement which sets out related party disclosures.

f) RISK MANAGEMENT :

Pursuant to the provisions of section 134(3)(m) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has formulated a policy to identify and evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance Company's competitive advantage.

The Company has also put a mechanism in place for managing risk factors in technical and commercial areas. The Risk Management Procedures adopted by the Company are developed on the basis of ISO: 31000 standards.

The Board of Directors of the Company have also constituted a Risk Management Committee to monitor and review the Risk Management Plan of the Company, comprising of the following:

1. Shri Bimal V Mehta : Executive Director & Chairman of the Committee

2. Shri Ravi A. Shroff : Promoter Director & member of the Committee

3. Shri R.B.Shetty : Vice President - Technical

g) EVALUATION OF THE PERFORMANCE OF THE BOARD, COMMITTEES OF DIRECTORS AND INDIVIDUAL

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 as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees of the Board. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

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

There were no material changes and commitments that have affected the financial position of the Company which have occurred between the financial year ended on 31.03.2015 and the report dated 25.05.2015.

i) ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

j) CORPORATE SOCIAL RESPONSIBILITY:

Your Company has been contributing in the development of the surrounding areas since its inception. The Company supports and contributes in activities relating to promotion of education, sports, medical and health care, vocational skill development & livelihood enhancement and programmes and activities relating to environment sustainability, etc.

These projects are largely in accordance with Schedule VII of the Companies Act, 2013.

Your Company imparted basic Computer literacy to 488 students of Primary Schools situated in the vicinity of the Company's plant premises. The Company had earlier installed software called 'Learning Delight' in 10 Primary Schools, as a result of which, 2800 students from Std. I to VIII are getting education through the said software programme. Apart from these initiatives, the medical team of the Company also conducted programmes in the nearby villages, for making them aware about Swine Flu and its implications. Also, 38 adolescent girls were given health and hygiene awareness.

The Company's medical team examined 639 children from 3 schools and identified certain children who were suffering from skin problems, dental problems and eye problems. They were then directly linked to Cluster Health Centre, a Govt. Hospital in Padra for providing them medical treatment.

Your Company has been making substantial contribution in the upgradation of training facilities at the Industrial Training Institute (ITI) at Padra for many years. One of the initiatives that the Company has taken through ITI, Padra is to teach the Central Jail inmates short term courses on Plumbing, Wiring and Technician, which covered theory & practical course materials. The objective behind this initiative is to enhance their vocational skills and empower the Jail inmates to earn a livelihood for future, post their term in jail.

Your Company also provides educational support and also gives awards to the bright students studying in the 11 no. of schools surrounding Ekalbara Village.

The brief outline of the policy and the Annual Report on CSR Activities is annexed to this report as 'Annexure - IV'.

k) PARTICULARS OF EMPLOYEES:

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as 'Annexure - V' and forms part of this report.

l) SECRETARIAL AUDITOR AND SECRETARIAL AUDITORS REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder, the Board of Directors have appointed Shri Vijay L. Vyas, Practicing Company Secretary (FCS: 1602; CP No. 13175), Vadodara, as the Secretarial Auditor of the Company to conduct Secretarial Audit for the year ended 31st March, 2015. The Secretarial Auditor has submitted his Report on Secretarial Audit conducted by him which is annexed to this report as 'Annexure - VI'. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Shri Bimal V. Mehta, Executive Director of the Company will retire by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment. The Directors recommended his re-appointment.

During the year under review, the Company has applied to Central Government:

- for increase in Remuneration payable to Shri Atul G. Shroff, Managing Director for a period from 01.12.2013 to 30.11.2014 ; and

- Remuneration payable to Shri Atul G. Shroff for the periods from 01.12.2014 to 30.11.2015 and 01.12.2015 to 30.11.2016 respectively.

Your Directors, with deep sense of regret, have to inform you that Shri Shailesh K. Solanki, Vice President and Company Secretary of the Company, passed away on 13th February, 2015. His contribution during his tenure of 28 years with the Company was commendable.

Shri Ashok FI Shah, Vice President and Chief Financial Officer of the Company has been designated as Chief Financial Officer of the Company w.e.f. 30th May, 2014.

10. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirements under section 134 (3) (c) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, the Directors state that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and made judgements 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 and loss of the Company for that period;

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

d) the directors had prepared the annual accounts on a going concern basis; and

e) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f) 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.

11. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Act as well as under Clause 49 of the Listing Agreement with the BSE Limited.

12. CORPORATE GOVERNANCE:

A separate report on Corporate Governance as required under Listing Agreement is included in this Report along with a certificate of Auditor confirming its compliance with the conditions of Corporate Governance stipulated under clause 49 of the Listing Agreement.

13. AUDITORS AND AUDITOR'S REPORT :

a) STATUTORY AUDITORS:

M/s. CNK & Associates, LLP Chartered Accountants, Vadodara, who have given a letter to the Company certifying that their proposed appointment as Auditors would be in accordance with the limits specified in Section 139 (2) of the Companies Act, 2013, are proposed to be re-appointed as the Auditors of the Company for a period of five years. The Company will place the matter of re-appointment of the auditors for ratification by members at every annual general meeting during the said period of five years.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

b) COST AUDIT COMPLIANCE:

The Board has appointed M/s. YS.Thakar& Co., Cost Accountants, as the Cost Auditors for conducting cost audit of cost records of the Company for the Financial Year 2014-2015.

Pursuant to Section 209(1) (d) of the Companies Act, 1956, Cost Audit Report for the financial year ended 31/03/2014 was submitted to the Central Government on 28/07/2014.

14. DISCLOSURES:

a) AUDIT COMMITTEE:

The details of Composition of the Audit Committee of Directors of the Company have been mentioned in the Corporate Governance Report of the Company.

Also, during the year under review, there were no such instances wherein the Board of Directors of the Company did not accept the recommendations of the Audit Committee.

b) MEETINGS OF THE BOARD:

During the year under review seven (7) Board meetings were held. For further details, please refer the Report on Corporate Governance.

15. CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there was no change in the nature of the business of the Company.

16. FIXED DEPOSITS:

During the year under review, your Company has accepted deposits amounting to Rs.16,61,04,000/-. The deposits that remained unpaid or unclaimed as at 31.03.2015 amounts to Rs.35,53,000/-.

As required under section 74 of the Companies Act, 2013, the Company has repaid before 31st March, 2015 all the deposits from public accepted before the commencement of Companies Act, 2013 with interest payable thereon.

During the year, there has been no default in repayment of deposits or payment of interest thereon. Also, during the year, there were no deposits accepted by the Company which did not comply with the requirements of Chapter V of the Companies Act, 2013.

17. STOCK EXCHANGE:

The Company's equity shares are listed on the BSE Limited and the Listing Fees of the Company during the Financial Year 2014-2015 have been paid. The address of the said Exchange is as under:

Bombay Stock Exchange: Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai - 400 001. Scrip ID: 'transpek'; Scrip Code: 506687; Group: 'B'; I SIN: INE687A01016

18. HEALTH CARE AND WELFARE OF EMPLOYEES:

Employees' Welfare Schemes such as subsidized food in the Company's canteen at the factory, medical facilities, Group Mediclaim insurance and Group Accident insurance continued to be maintained by the Company. Sports and cultural activities were also given due importance. Monetary support is also given to employees who wish to acquire higher educational qualifications.

Merit awards are also given to employees' children. The Company promotes innovation, rewards performance and provides opportunities for people to grow. In addition, your Company has put in place a range of initiatives for attracting and retaining a high performance work force.

19. DISCLOSURE UNDER THE SEXUAL HARASSMENT AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has been employing number of women employees in various cadres in the Organisation. The Company has in place a Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Committee of Women Employees is also set up to redress complaints received and are monitored by Women supervisor who are fully aware of the Policy & redressal mechanism. All employees (Permanent, Contractual, Temporary, Trainees) are covered under this policy. There was no complaint received from any employee during the financial year 2014-15 and hence no complaint is outstanding as on 31.03.2015 for redressal.

20. MANAGEMENT DISCUSSION AND ANALYSIS:

The report on Management Discussion and Analysis dealings with the Operations, Business Performance, etc. is given separately and it forms part of this Annual Report.

ACKNOWLEDGMENTS:

Your Directors wish to acknowledge the co-operation and assistance extended to the Company by the Company's Bankers and State Government agencies. Your Directors also wish to place on record their appreciation of the contribution made by employees at all levels towards the growth of the Company. Your Directors also acknowledge with gratitude the support of the shareholders, other investors, customers and suppliers for the faith reposed in the Company and its management.

BY ORDER OF THE BOARD PLACE: Vadodara A. C. SHROFF DATED: 25th May, 2015 CHAIRMAN (DIN:00019952)


Mar 31, 2014

The Members

The Directors have pleasure in presenting the Forty Eighth Annual Report together with the Audited Financial Statements of the Company for the financial year ended 31st March, 2014.

FINANCIAL RESULTS

2013-2014 2012-2013 Rs. in Lakhs Rs. in Lakhs

Net Sales including Trading and Operating Income 24094.52 21079.70

Other Income 746.27 343.91

Profit/(Loss) before Interest, Depreciation, Amortization, 3061.42 2,904.17

Taxes and Extraordinary Items Interest 1151.82 1,139.79

Cash Profit/(Loss) before Extraordinary Items and Taxes 1909.60 1,764.38

Less:

Depreciation 708.31 646.41

Amortization 13.87 18.65

Profit/(Loss) before Extraordinary Items and Tax 1187.42 1,099.32

Less:

Extraordinary Items

- Assets written off (Net) - -

Profit / (Loss) before Tax 1187.42 1,099.32

Provision for Taxation Current:

(i) Current Tax (MAT) 298.33 181.05

(ii) MAT (297.00) (181.00)

(iii) Deferred Tax (Asset) / Liability 456.10 (74.79)

(iv) Tax adjustment for earlier years 10.24 -

Profit / (Loss) after Tax 719.75 1,023.48

Balance brought forward from Previous Year 1298.60 781.22

Amount available for appropriation 2018.35 1804.70

Appropriations to:

a) Proposed Dividend 146.80 176.17

b) Tax on Proposed Dividend 24.95 29.94

c) Transfer to General Reserve 150.00 300.00

d) Balance Carried to Balance Sheet 1696.60 1298.60

TOTAL 2018.35 1804.70

Note: Previous year figures have been regrouped / rearranged wherever necessary.

DIRECTORS'' REPORT

DIVIDEND

Your Directors have recommended a dividend of 25% i.e. Rs. 2.50/- per equity share on the Equity Share Capital of Rs.587.20 lakhs for the year ended 31st March, 2014 (Previous Year [PY]: 30%, i.e. Rs.3/-).

REVIEW OF OPERATIONS

The net sale of the Company for the year under review is Rs.219.13 crores as compared to Rs.207.02 crores in the previous year, an increase of 5.58%. During the financial year 2013-14, the Company registered net profit of Rs.7.00 crores as against net profit of Rs.10.23 crores in the previous year.

Exports registered Rs.142.56 crores (PY: Rs. 130.80 crores) an increase of 9%, and domestic sale registered Rs.71.74 crores (PY: Rs.76.22 Crores).

Performance in the year 2013-2014 was better than the previous year, due to the following key points:

1. The Company maintained the average contribution as compared to last year.

2. During the year, good amount of non moving stocks of raw materials and finished goods was sold.

3. The Company improved the quality and efficiency of various Acid Chlorides Products during the year, which resulted in higher sales volumes.

4. With the installation of Agro Waste Boiler and implementing Power Trading, the Company could substantially reduce the cost of Fuel and Power during the year.

5. Exports of various key products of the Company increased as compared to previous year.

However, due to increased raw material cost and diminution in the value of investment, the net profit has reduced in comparison to the previous year.

SUBSIDIARY COMPANIES

(i) Transpek Industry (Europe) Ltd.

During the year under review, the wholly owned subsidiary of the Company – Transpek Industry (Europe) Limited - continued to provide services to the five participant companies under REACH regulations.

(ii) Sam Fine O Chem Ltd.

During the year under report, the company focused on production efficiencies and cost control aimed at achieving profitable operations while stabilising production and sales. The company earned revenue of Rs.30.24 crores from operations compared to Rs.33.83 crores in the previous year. Though the revenue generation was lower, it could reduce its losses significantly. During the year, the company earned a net profit of Rs.4.30 lakhs as against loss of Rs.2.87 crores in the previous year.

Your Company had acquired shares in Sam Fine O Chem Limited with a view to build synergies for further growth. However, the objectives of the investment are not being met due to various issues and, therefore, the management is considering exit from this investment.

Pursuant to a resolution passed by the Board of Directors of the Company in terms of the General Circular dated 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India, the audited financial statements and the Reports of the Boards of Directors and the Auditors of the Company''s subsidiaries are not attached to this Annual Report. These documents shall be made available to the members of the Company seeking such documents. The same are available for inspection by members at the Registered Office of the Company and that of the respective subsidiaries and on the Company''s website www.transpek.com.

OUTLOOK

With the global presence and wide spread customer base, your Company is expected to achieve substantial growth in the volumes in the year 2014-15. The margins are expected to remain stable barring any uncertainty of major foreign exchange fluctuations or economic conditions.

BIOFILTRATION PROCESS

In its endeavour to preserve the environment, the Company has taken the initiative to develop in-house technical know-how for the treatment of liquid effluent through the bio-filtration process. Adoption of this process for treating the effluents from the Company''s plants has resulted in substantial savings in capital and operating costs. A few facilities for treatment of municipal sewage based on the Company''s biofiltration technical know-how have been set up and are operating successfully. Further work is in progress for extending this initiative for treatment of industrial effluents of diverse composition.

QUALITY, ENVIRONMENT, HEALTH AND SAFETY MANAGEMENT SYSTEMS

The Surveillance Audit of the Company''s existing Integrated Management System of QMS ISO 9001: 2008, EMS ISO 14001:2004 and BS OHSAS 18001: 2007 was successfully completed by TUV NORD - a certification agency - in February, 2014. The Company''s existing Integrated Management System is in compliance with the requirements of the Management System.

HEALTH CARE AND WELFARE OF EMPLOYEES

Employees'' Welfare Schemes such as subsidized food in the Company''s canteen at the factory, medical facilities and the Group Mediclaim and Group Accident Insurance continued to be maintained by the Company. Sports and cultural activities were also given due importance. Monetary support is also given to employees who acquire higher educational qualifications.

Merit awards are also given to employees'' children. The Company promotes innovation, rewards performance and provides opportunities for people to grow. In addition, your Company has put in place a range of initiatives for attracting and retaining a high performance work force.

RISK MANAGEMENT

A two-tier system of risk assessment and implementation of measures to mitigate their effect has been in operation. The outcome of these efforts is periodically reviewed by the Managing Director and the Executive Director.

DIRECTORS

Shri Mukesh D. Patel and Shri Atul H. Patel, Directors of the Company requested to be relieved from the Directorship. Their resignation became effective on 10th July, 2014.

The Board places on record its deep sense of appreciation of the valuable contributions made by Shri Mukesh D. Patel and Shri Atul H. Patel during their long association with the Company.

Shri Dipesh K. Shroff and Shri Ravi A. Shroff, Directors of the Company will retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment. The Directors commend their re-appointment.

Pursuant to the provisions of section 149, 152 and 160 of the of the Companies Act, 2013, your Board has appointed Smt. Geeta A. Goradia and Shri Hemant J. Bhatt as an Additional Director and seeks your approval for their appointment as an Independent Directors on the Board of Directors of the Company for a period of five consecutive years.

The Board has also recommended to the members for their approval, pursuant to the provisions of sections 149, 152 and 160, read with Schedule IV and the Companies (Appointment and Qualification of Directors) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013 the appointment of Dr. Bernd Dill, Shri Ninad D. Gupte and Shri Nimish U. Patel as Independent Directors for a term of five consecutive years.

In the classification of Directors as Independent, the Board has relied on the declaration of independence provided by the Independent Directors as prescribed both under section 149 (7) of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the BSE Ltd.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under section 217 (2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, the Directors hereby confirm that:

a) in the preparation of the financial statements for the financial year ended 31st March, 2014 the applicable accounting standards have been followed and that no material departures have been made from the same;

b) they have 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 of the Company for the year under review;

c) they have 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; and

d) they have prepared the financial statements on a going concern basis.

CORPORATE SOCIAL RESPONSIBILITY

Your Company has been contributing in the development of the surrounding areas before the Corporate Social Responsibility found a place in business lexicon. The Company contributes in areas like social development, school support programme, skill development programme, medical activities etc.

Your Company has conducted need assessment survey of surrounding six villages to know the present situation of community. Indicators for intervention that have emerged from the survey will be used for strategic interventions, where necessary, with community participation along with necessary government linkages to achieve sustainable growth. There were many villages adversely affected in the floods in the month of July, 2013 in Vadodara District. In association with Shroffs Foundation Trust, the Company had carried out sanitation work and distributed food grain kits in various villages of Padra

Taluka.

Awareness about preservation of the environment was spread by undertaking workshops at the village school level with participation by the local community.

During the year, the Company conducted three medical check-up camps for residents of nearby villages. Health awareness programmes including spreading awareness about HIV/AIDS and kidney-related diseases were conducted in the Company''s premises for 3 days through exhibitions and popular folk media.

Your Company has been making substantial contribution in the upgradation of training facilities at the Industrial Training Institute at Padra since 2008.

Your Company also gives educational support and also gives awards to the bright students studying in the 11 schools surrounding Ekalbara Village.

CORPORATE GOVERNANCE

A separate statement on Corporate Governance is included in this Report along with a certificate of the Auditors on its compliance.

MANAGEMENT DISCUSSION AND ANALYSIS

The report on Management Discussion and Analysis forming part of this Annual Report deals with the Operations, Business Performance, etc.

FIXED DEPOSITS

During the year under review, your Company accepted deposits from the public, shareholders, employees and senior citizens and has complied with the provisions of section 58A of the Companies Act, 1956 and the Rules framed thereunder. There were 65 deposits aggregating to Rs.17.91 lakhs which were due for repayment and remained unclaimed as on 31st March, 2014 of which 26 deposits amounting to Rs.12.74 lakhs have since been repaid or renewed.

Under the provisions of the Companies Act, 2013, the Company can accept/renew deposits only from its members after a resolution is passed at a general meeting and upon fulfillment of other requirements. The Company is required to repay its existing deposits upon their maturity or by 31st March 2015 whichever is earlier. Your approval is being sought for accepting/renewing deposits from the members of the Company to the extent of 25% of the paid-up share capital and free reserves of the Company.

AUDITORS

M/s. Contractor, Nayak & Kishnadwala, Chartered Accountants, Vadodara, who have given a letter to the Company certifying that their proposed appointment as Auditors would be in accordance with the limits specified in Section 139 (2) of the Companies Act, 2013, are proposed to be re-appointed as the Auditors of the Company.

TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In terms of the provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 particulars as prescribed therein relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in Annexure "A" forming part of this Report.

COMPANIES (PARTICULARS OF EMPLOYEES) RULES, 1975

Information required pursuant to Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is given in Annexure "B" forming part of this Report.

GREEN INITIATIVES IN CORPORATE GOVERNANCE

Your Company has since the last three years, in line with the "Green Initiative" circulars issued by the Ministry of Corporate Affairs (MCA) effected electronic delivery of Notice of Annual General Meeting and Annual Report to those shareholders whose email ids were registered with the respective Depository Participants and downloaded from the Depositories viz. National Securities Depository Limited (NSDL) /Central Depository Services (India) Limited (CDSL) and also with the Company. Securities and Exchange Board of India (SEBI) has also in line with the MCA circulars and as provided in Clause 32 of the Listing Agreement executed with the BSE Limited, permitted listed companies to supply soft copies of full Annual Reports to those shareholders who have registered their email addresses for the purpose. The Companies Act, 2013 and the rules framed thereunder also permit the dissemination of financial statements in electronic mode to the shareholders. Your Directors are thankful to the shareholders for actively participating in the Green Initiative and seek your support for its continued implementation of the Green Initiative.

ACKNOWLEDGEMENTS

Your Directors wish to acknowledge the co-operation and assistance extended to the Company by the Company''s Bankers and State Government agencies. Your Directors also wish to place on record their appreciation of the contribution made by employees at all levels towards the growth of the Company. Your Directors also acknowledge with gratitude the support of the shareholders, other investors, customers and suppliers for the faith reposed in the Company and its management.

BY ORDER OF THE BOARD

PLACE: Vadodara A. C. SHROFF

DATED: 11th July, 2014 CHAIRMAN


Mar 31, 2013

To, The Members,

The Directors are pleased to present the Twentieth Annual Report and the Audited Accounts of the Company for the year ended on 31st March, 2013.

1. FINANCIAL RESULTS

[Rupees in Lacs]

Particulars 31.03.2013 31.03.2012

Operating Revenue 34.70 27.91

Others 27.10 27.15

Total Income 61.80 55.06

Expenditure 39.63 32.67

Finance Charges 17.05 7.94

Gross Profit/ (Loss) after interest but before depreciation and taxation 5.12 14.45

Depreciation 4.61 4.85

Profit / (Loss) before Tax 0.51 9.60

Provision for tax (current) NIL NIL

Deferred Tax Added back/written off NIL NIL

Profit for the year 0.51 9.60

Earning per Equity Share

Basic 0.01 0.27

During the period under review, the Company earned total income of Rs. 61.80 lacs compared to Rs. 55.06 lacs in the previous year. However, due to increase in interest burden and other expenses, the net profit after tax is arrived at Rs. 0.51 lacs compared to net profit of Rs. 9.60 lacs in the previous year.

2. DIVIDEND

In view of carried forward losses, your Directors do not recommend any dividend on the Equity Share Capital

3. DIRECTORS

At the ensuing Annual General Meeting, Shri Yashwant F. Patel and Shri Upendra C. Patel, Directors of the Company shall respectively retire by rotation and they being eligible, offer themselves for re-appointment.

4. PUBLIC DEPOSITS

The Company has neither accepted nor renewed any Public Deposits during the year under review.

At the end of the financial year, No deposit remained unclaimed on the due dates. In fact the Company has fully repaid all its public deposits and as on date the Company does not hold any fixed deposit from public.

5. AUDITORS

M/s. Deepak Desai & Co., have forwarded a certificate to the Company stating that their re-appointment at the ensuing Annual general Meeting, if made, will be within the limit specified in Section 224 of the Companies Act, 1956.

6. OBSERVATIONS OF AUDITORS

Regarding observation made by the Auditors for not having internal audit system, the Board of Directors would like to mention that the Company has already in place the adequate internal control system under the direct supervision of Managing and Executive Directors.

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

Since your Company is not a manufacturing Company, the statement with respect to conservation of energy, technology absorption is not applicable to the Company.

The Company has neither earned nor used any foreign exchange during the year under review.

8. PARTICULARS OF EMPLOYEES

The Company did not have any employee falling within the scope of sub-section [2A] of Section 217 of the Companies Act, 1956.

9. CORPORATE GOVERNANCE

The report on Corporate Governance pursuant to clause 49 of the listing agreement with Mumbai and Vadodara Stock Exchanges along with the certificate of M/s. Deepak Desai & Co., Chartered Accountants, Vadodara, Statutory Auditors of the Company form part of this report and attached to this report.

10. DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the Companies (Amendment) Act, 2000, the Directors state that:

a. In the preparation of the annual accounts for the year ended on 31st March, 2013, the applicable Accounting Standards have been followed.

b. Accounting Policies have been consistently applied. The judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2013 and the profit and loss of the Company for the accounting year ended on that date;

c. Proper and sufficient care for maintenance of adequate accounting records has been taken in accordance with the provision of the Act so as to safeguard the assets of the Company and to prevent and detect fraud and other irregularities;

d. The annual accounts have been prepared on a going concern basis.

11. ACKNOWLEDGEMENT

Your Directors acknowledges the support received from all its Business Associates, Bankers, Shareholders and other business constituents.

Your Directors also wish to place on record their appreciation for the continued co-operation made by employees during the year.

Regd. Office: By Order of the Board,

For Transpek Finance Limited

1st Floor, ABS Towers, Old

Padra Road,

Vadodara – 390 007 Mukesh D. Patel

Date: 20/05/2013 Chairman & Managing Director


Mar 31, 2012

The Directors are pleased to present the Twentieth Annual Report and the Audited Accounts of the Company for the year ended on 31st March, 2012.

1. FINANCIAL RESULTS

[Rupees in Lacs]

Particulars 31.03.2012 31.03.2011

Operating Revenue 27.91 18.10

Others 27.15 8.80

Total Income 55.06 26.90

Expenditure 32.67 27.69

Finance Charges 7.94 0.51

Gross Profit/(Loss) after interest but before depreciation and taxation 14.45 (1.30) Depreciation 4.85 4.32

Profit / (Loss) before Tax 9.60 (5.62)

Provision for tax (current) NIL NIL

Deferred Tax Added back/written off NIL NIL

Profit / (Loss) after tax 9.60 (5.62)

Excess (short) provision of earlier year written off / back (net) NIL (1.85)

Balance brought forward from previous year (173.34) (165.87)

Loss carried to Balance Sheet (163.74) (173.34)

During the period under review, the Company liquidated its investments held in the forms of preference share capital in Oneiro Chemicals Limited (OCL) being a group company and increased its exposure in the equity share capital of said OCL. The Company has ' their fully liquidated its investment held in Infinity Consultant Limited and generated profit of Rs. 2.11 lacs on saL of said investment. The Company regularly received interest on its ICDS advanced to group companies and also received dividend income on its investment held in said OCL. Further, with fresh rental arrangements entered into with lessees, the Company could boost its rental income for the financial year ended on 31.03.2012

2. DIVIDEND

In view of carried forward losses, your Directors do not recommend any dividend on the Equity Share Capital.

3. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

a) Industry Structure

According to its principal business, NBFC can be broadly classified into Hire Purchase Finance or Equipment Leasing Company, Investment Company and Loan Company. The classification could be from RBI's monitoring point of view i.e. NBFC accepting Public Deposits which is subject to stringent compliances and NBFC without accepting Public Deposits which is subject to relatively lesser compliances. NBFC in India are a combination of heterogeneous entities.

Despite facing strong competition from Banks and facing strict regulatory norms for raising funds, NBFC has become an integrated part of India's financial system. In recent times NBFC are playing pivotal in catering to the needs of small and medium enterprises in rural and semi urban areas. They are backbone to lending against

securities, retail loans, auto loans and micro finance. In terms of relative importance of various activities financed by NBFC, HP is the largest activities followed by loans and ICDS and investments.

b) Opportunities and Threats

The NBFC industry holds immense potential and the recent steps taken by the Government of India to create infrastructure for NBFC showed a positive sign for growth. Province feting banking licenses to NBFC, emergence of REMF for real estate and allowing NBFC to take part in insurance agency business on a fee basis have brought new scope for NBFC.

Unfortunately, the RBI removed the priority sector tag for loan given by the Banks to NBFC which has pushed up the cost of funds for NBFCs and put pressure on their operations margins. Further, the rising of bad loans has put the microfinance under fire. The increased competitions from local and multinational players have led tough competition in the industry.

c) Outlook

As far as your Company is concerned, it has established itself as investment vehicle in promoting existing group companies by providing able equity and inter corporate loans, from time to time and closely monitoring their corporate activities. The investments so held by the Company have in the recent times started yielding in terms of interest and dividend. The rental arrangements for Company's unoccupied premises are also time and again getting renewed to the benefits of the Company. Moreover, your Company has continued on recovering outstanding dues, expediting its pending appeals with tax authorities and liquidating its non-yielding loans and investments.

As a conscious decision, your Company has decided to keep itself away from retail / micro finance activities.

d) Risks and Concerns

Your Company is subject to external risks like increasing interest rates, liquidity crunch, inflationary pressure, plunging capital market, slowdown in Indian and global economy etc. the company manages this risk by conservative financial profile, cost reducing measures and prudent business practices.

Apart from external risks, the performance of your Company is linked to its group companies which are manufactured companies and further subject to the vulnerability of all market forces. The company manages this risk by looking the affairs of its group companies with a peer view on a regular basis.

e) Adequacy of Internal Control

The Company has an adequate internal controls system commensurate with its size and the nature of its business.

The Audit Committee of the Board of Directors reviews the adequacy of internal controls.

f) Human Resource Development

Your Company continued to have cordial and harmonious relations with its employees.

g) Discussion on financial performance with respect to operational Performance

The Company has generated total income of Rs. 55.06 lacs in this financial year. The Profit after depreciation and interest stood at Rs. 9.60 lacs. There is no need for any provision for Non-Performing Assets and Bad Debts. After providing NIL provision for taxes and carried forward loss of Rs. 173.34 lacs, the total loss of Rs. 163.74 lacs has been carried over.

4. DIRECTORS

At the ensuing Annual General Meeting, Shri Dushyant D. Patel, Director of the Company shall retire by rotation and he being eligible offer himself for re-appointment.

5. PUBLIC DEPOSITS

The Company has neither accepted nor renewed any Public Deposits during the year under review.

At the end of the financial year, No deposit remained unclaimed on the due dates. In fact the Company has fully repaid all its public deposits and as on date the Company does not hold any fixed deposit from public.

6. AUDITORS

M/s. Deepak Desai & Co., have forwarded a certificate to the Company stating that the appointment, if made, will be within the limit specified in Section 224 of the Companies Act, 1956.

7. OBSERVATIONS OF AUDITORS

Regarding observation made by the Auditors for not having internal audit system, the Board of Directors would like to mention that the Company has already in place the adequate internal control system under the direct supervision of Managing and Executive Directors.

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

Since your Company is not a manufacturing Company, the statement with respect to conservation of energy, technology absorption is not applicable to the Company.

The Company has neither earned nor used any foreign exchange during the year under review.

9. PARTICULARS OF EMPLOYEES

The Company did not have any employee falling within the scope of sub-section [2A] of Section 217 of the Companies Act, 1956.

10. CORPORATE GOVERNANCE

The report on Corporate Governance pursuant to clause 49 of the listing agreement with Mumbai and Vadodara Stock Exchanges along with the certificate of M/s. Deepak'Desai & Co., Chartered Accountants, Vadodara, Statutory Auditors of the Company form part of this report and attached to this report.

11. DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the Companies (Amendment) Act, 2000, the Directors state that:

a. In the preparation of the annual accounts for the year ended on 31st March, 2012, the applicable Accounting Standards have been followed.

b. Accounting Policies have been consistently applied. The judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2011 and the profit and loss of the Company for the accounting year ended on that date;

c. Proper and sufficient care for maintenance of adequate accounting records has been taken in accordance with the provision of the Act so as to safeguard the assets of the Company and to prevent and detect fraud and other irregularities;

d. The annual accounts have been prepared on a going concern basis.

1 12. ACKNOWLEDGEMENT

Your Directors acknowledges the support received from all its Business Associates, Bankers, Shareholders and other business constituents.

Your Directors also wish to place on record their appreciation for the continued co-operation made by employees during the year.

Regd. Office: By Order of the Board,

For Transpek Finance Limited

1 st Floor, ABS Towers,

Old Padra Road, Vadodara - 390 007

[ Mukesh D. Patel ]

Date: 15/05/2012 Chairman & Managing Director


Mar 31, 2011

The Members

The Directors have pleasure in presenting the Forty Fifth Annual Report together with the Audited Accounts of the Company for the financial year ended 31st March, 2011.

FINANCIAL RESULTS

2010-2011 2010-2011 2009-2010 Rs. in Lacs Rs. in Lacs Rs. in Lacs

Net Sales including Trading Income 18230.25 11340.74

Other Income 352.22 244.85

Profit before Interest, Depreciation, Amortisation, 3135.62 1823.86

Taxes and Extraordinary Items

Interest 744.30 527.38

Cash Profit before Extraordinary Items and Taxes 2391.32 1296.48

Less:

Depreciation 639.92 561.00

Amortization 41.50 43.91

Profit/(Loss) before Extraordinary Items and Tax 1709.90 691.57

Less:

Extraordinary Items - Assets written off (Net) - 85.04

Profit / (Loss) before Tax 1709.90 606.53

Provision for Taxation Current:

(i) Current Tax 331.26 190.79

(ii) MAT (45.00) 286.26

Deferred Tax (Asset) / Liability 146.43 (10.78)

Profit/(Loss) after Tax 1277.21 426.52

Add:

a) (Excess)/Short Previous Year's (1.83) 28.08

Tax Provision

b) Prior Years'Adjustments 0.77

1278.27 454.60

Balance brought forward from Previous Year 1057.78 1024.36

Amount available for appropriation 2336.05 1478.96

Appropriations to:

a) Proposed Dividend 234.88 146.80

b) Tax on Proposed Dividend 38.10 24.38

c) Transfer to General Reserve 250.00 250.00

d) Balance Carried to Balance Sheet 1813.07 1057.78

TOTAL 2336.05 1478.96

DIVIDEND

Your Directors have recommended a dividend of 40% i.e. Rs. 4/- per equity share on the Equity Share Capital of Rs.587.20 lacs for the year ended 31 st March, 2011 (Previous year: 25%, i.e. Rs.2.50 per equity share).

REVIEW OF OPERATIONS

The net sales of the Company for the year under review is Rs. 182.30 crores as compared to Rs. 113.41 crores in the previous year, rise of about 61%. During the year Profit After Tax is Rs.12.78 crores vis-a-vis Rs.4.55 crores in the previous year. During the year under review, Exports registered Rs. 104.34 crores (Previous year: Rs. 63.66 crores) a rise of 64%, while domestic sales registered a growth of 57% in comparison to previous year.

During the year under review, your Company focused on the following developmental activities:

Reduction in the quantity of effluents to be treated at source through R&D resulting in substantial savings.

The increasing costs of energy inputs prompted the Company to purchase a coal-fired boiler which would generate steam and power. The unit is likely to be operational in the financial year 2011 -12.

SUBSIDIARY COMPANIES

(i) Transpek Industry (Europe) Ltd.

During the year under review, the wholly owned subsidiary of the Company - Transpek Industry (Europe) Ltd. - whose incorporation under the laws of the United Kingdom was reported in our previous Report, has facilitated registration of three (3) products of Excel Industries Ltd. under REACH.

(ii) Sam Finechem Ltd.

The Company with an intention to diversify its activity in pharma based products, had identified for acquisition a small pharma company viz. Sam Finechem Ltd. (SFL), having its registered office at Mumbai and works at Rajkot, engaged in manufacturing of various drug intermediates and has acquired 50% holding in SFL.

In accordance with the relevant provisions of the current Articles of Association of SFL, the Chairman of SFL is a nominee of the Company and has a casting vote. As the erstwhile promoters of SFL and the Company hold 50% each of the paid up equity share capital of SFL, in any appointment of Directors in general meetings, the casting vote of the Chairman if exercised will determine the outcome and hence the Company is deemed to control the composition of the Board of Directors of SFL. Accordingly, by virtue of the provisions of section 4 (1) (a) of the Companies Act, 1956 SFL is a deemed subsidiary company.

Further, pursuant to section 212 of the Companies Act, 1956, there shall be attached to the Balance Sheet of the holding company having a subsidiary at the end of the financial year as at which the holding company's balance sheet is made out the audited financial statements and Reports of the Directors and Auditors of the subsidiary.

Pursuant to a resolution passed by the Board of Directors of the Company in terms of the General Circular No.2/2011 - File No.51/12/2007-CL-lll dated 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India, the audited financial statements and the Reports of the Boards of Directors and Auditors of the Company's subsidiaries are not attached to this Annual Report. These documents shall be made available to the members of the Company seeking such documents. The same are available for inspection by members at the Registered Office of the Company and that of the respective subsidiaries and on the Company's website www.transpek.com.

OUTLOOK

We expect favourable conditions in the domestic as well as international markets.

The end-use markets for the Company's products are growing and we expect reasonable growth in the coming period. With the Company's focus on working closely with customers, we expect to add more products in the portfolio which will contribute to the growth of the business.

QUALITY, ENVIRONMENTS HEALTH SAFETY MANAGEMENT SYSTEMS (QEHS MS):

During the year, the second surveillance audit of existing Integrated Management System of QMS ISO 9001: 2008, EMS IS014001:2004 and BS OHSAS 18001:2007 was successfully completed by TUV Nord, Germany.

HEALTH CARE AND WELFARE OF EMPLOYEES

The Company continues to put high premium on employees' health. Apart from taking health insurance cover for all the employees, regular health check up and counselling covering medical advice and life style changes is undertaken. Special care is taken of employees working in areas exposed to occupational hazards. A cash-less Mediclaim policy has been taken for all employees. Afund for financial support of deceased employees' families has also been created to which contributions are made by the Company as well as the employees.

RISK MANAGEMENT

All functional heads periodically review risks facing their areas of responsibility and implement an effective system of internal controls to manage them.

The Managing Director and the Executive Director give overall directions in controlling / mitigating risks generally.

DIRECTORS

Shri A. C. Shroff, Shri M. D. Patel and Shri A. H. Patel, Directors of the Company will retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment. The Directors commend their re- appointment.

The term of Shri Atul G. Shroff, as Managing Director of the Company will be expiring on 30.11.2011. The Board of Directors of the Company, has at its meeting held on 09.04.2011, proposed for the approval of shareholders and that of the Central Government, the re-appointment of Shri Atul G. Shroff, as Managing Director of the Company for a further period of five years on the terms and conditions and remuneration as recommended by the Remuneration Committee at its meeting held on the same day. The terms and conditions of the appointment, including payment of remuneration are given in the Explanatory Statement appended to the Notice to the Members.

Shri Bimal V. Mehta was appointed as an Executive Director of the Company for a period of three years with effect from 9th April, 2010 on the terms and conditions approved by the members by means of the Special Resolution passed at the Annual General Meeting held on 13th August, 2010 and incorporated in the agreement dated 14th August, 2010 between Shri Bimal V. Mehta and the Company. At present, the salary of Shri Bimal V. Mehta is Rs.1,60,000 per month.

Pursuant to the recommendations of the Remuneration Committee of Directors, the Board of Directors of the Company, at its meeting held on 27th May, 2011, increased the remuneration by way of additional amount of perquisite underthe head "Other Miscellaneous Perquisite" of Rs. 2,64,000/- p.a. payable to Shri Bimal V. Mehta with effect from 9th April, 2011 for the remainder of his tenure as set out in the draft deed of variation to be entered into between the Company and Shri Bimal V. Mehta, subject to the necessary approval of the shareholders of the Company and accordingly commends the Special Resolution for the approval of members.

DIRECTORS'RESPONSIBILITY STATEMENT

Pursuant to the requirements under section 217 (2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, the Directors hereby confirm that:

a) in the preparation of the accounts for the financial year ended 31 st March, 2011 the applicable accounting standards have been followed and that no material departures have been made from the same;

b) they had selected such accounting pcl;cies 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 of the Company for the year under review;

c) they have 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; and

d) they have prepared the annual accounts on a going concern basis.

SOCIAL RESPONSIBILITY

Your Company is managing ITI Padra under the Public Private Partnership scheme of Govt, of India by deputing a team of senior employees on regular basis. Skill upgradation of students is being done by sending them to various industries for visit, participating in various exhibitions, bringing job work from industries and also training them in basic English and computers. Students of the ITI are being sought by big Industrial houses. Various short term courses in plumbing, masonry, gardening, wiring etc. have been started to make students multi skilled. Three hundred and fifty students have benefited enabling them to be self employable. Encouraged by our experience with ITI Padra your Company has signed an MOU with Govt, of Gujarat to develop ITI Dashrath as a centre of excellence in chemical trade.

The Company has also trained 120 ladies of Ekalbara Village in tailoring as part of community development programme of Union Ministry of HRD. Last year, the Company decided to improve infrastructural facilities in eleven schools of nearby villages having strength of more than 2000 students. Schools were provided with benches, fans, cupboards, blackboards, carpets, tube light, lunch dishes etc.

Since last more than 30 years, every year the Company is organizing summer workshop for the children of surrounding villages. Activities covered are meditation, painting, computer, traffic education, first aid training, etc. to encourage talent, the Company distributed awards to 118 students who were 1 st or 2nd ranker in their schools.

As part of industry academia interaction, your Company is engaging with various engineering / management institutions of Vadodara and Vallabh Vidyanagar.

Medical camps benefitting 389 people were organized last year. Your Company is also supporting various NGO's engaged in social, rural and tribal welfare activities.

CORPORATE GOVERNANCE

Aseparate statement on Corporate Governance is included in this Report along with a certificate of the Auditors on its compliance.

MANAGEMENT DISCUSSION AND ANALYSIS

The report on Management Discussion and Analysis forming part of this Annual Report deals with the Operations, Business Performance etc.

FIXED DEPOSITS

During the year under review, your Company accepted deposits from Public/Shareholders/ Employees/ Senior Citizens and has complied with the provisions of section 58A of the Companies Act, 1956 and the Rules framed thereunder. There were 113 deposits aggregating to Rs.30.93 lacs which were due for repayment and remained unclaimed as on 31st March, 2011 of which 34 deposits amounting to Rs. 5.91 lacs have since been repaid or renewed.

AUDITORS

M/s. Contractor, Nayak & Kisnadwala, Chartered Accountants, Vadodara, who have given a letter to the Company certifying that their proposed appointment as Auditors would be in accordance with the limits specified in Section 224 (1B) of the Companies Act, 1956, are proposed to be re-appointed as the Auditors of the Company.

AUDITORS'REPORT

With regard to the Auditors' qualificatory remarks at item (b) of their report, as mentioned in note no. 18 in Schedule 22 to the Accounts, the Board is of the opinion that in view of the significant uncertainties associated with the said contract, whose ultimate outcome depends on future events, the exchange gain or loss, if any, on the strike date would be accounted for in the profit and loss account as and when it crystallizes.

TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In terms of the provisions of Section 217(1 )(e) read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 particulars as prescribed therein relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in Annexure "A" forming part of this Report.

COMPANIES (PARTICULARS OF EMPLOYEES) RULES, 1975

Information required pursuant to Section 217 (2A)of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is given in Annexure "B" forming part of this Report.

ACKNOWLEDGEMENTS

Your Directors wish to acknowledge the co-operation and assistance extended to the Company by the Company's Bankers and State Government agencies. Your Directors also wish to place on record their appreciation of the contribution made by employees at all levels towards the growth of the Company. Your Directors also acknowledge with gratitude the support of the shareholders, other investors, customers and suppliers for the faith reposed in the Company and its management.

BY ORDER OF THE BOARD

PLACE : Vadodara A. C. SHROFF DATE : May 27,2011 CHAIRMAN


Mar 31, 2010

The Directors are pleased to present the Nineteenth Annual Report and the Audited Accounts of the Company for the year ended on 31 st March, 2010.

1. FINANCIAL RESULTS

[Rupees in Lacs]

Particulars 31.03.2010 31.03.2009

Total Income 31.12 13.79

Expenditure 24.59 23.80

Finance Charges 0.82 1.32

Gross Profit/ (Loss) after interest but before depreciation and taxation 5.71 (11.33)

Depreciation 4.78 6.41

Profit / (Loss) before Tax 0.93 (17.74)

Provisions and write offs NIL NIL

Provision for tax (current) NIL NIL

Fringe Benefit Tax NIL 0.35

Deferred Tax Added back/written off NIL NIL

Profit / (Loss) after tax 0.93 (18.09)

Excess (short) provision of earlier year written off/back (net) 0.45 (0.18)

Balance brought forward from previous year (167.25) (148.98)

Loss carried to Balance Sheet (165.87) (167.25)

2. DIVIDEND

In view of loss on the Balance Sheet, your Directors do not recommend any dividend on the Equity Share Capital

3. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

a) Industry Structure

During the financial year 2009-10, the country has witnessed rising domestic as well as external demands which suggest that the economy recovery is gaining momentum. There has been sustained increase in bank credit and in financial resources raised by the commercial sectors. In the market of retail finance and financial loans, there has been a definite recovery observed. The auto loans remained popular followed by housing loans. However, on personal loans front, there was a cautious approach adopted by the banks as well as NBFCs.The security and commodity markets remains bullish with the support of institutional and foreign investors but the confidence of small investors yet to gain in the capital markets.The other products like hire purchase and lease finance remains low profile. The insurance as well as mutual funds seems to have reposed their confidence in the investors.

b) Opportunities and Threats

The sector of finance is passing through a rapid phase of alteration. Under the present economic scenario, non banking finance companies (NBFCs) stands a good chance to succeed as they have an advantage of being lower in operating cost as compared with other financial intermediaries because of their small size, efficient operation and fast decision making.

On the other hand, due to stringent regulations, the small size of their balance sheet, resources and their distribution reach most of the small and medium sized NBFCs are now struggling hard to find reasons for continued existence and business areas for growth and earnings. Equally, NBFCs are facing stiff competition in retail financing specially from banks including foreign banks and FIs due to their ability to raise funds at low cost.

c) Outlook

NBFCs are in the process of changing the tracks and exploring new areas Efforts are made to extend their product portfolio to include asset management companies, housing Finance Firms and to venture into newly opened insurance sector for private participation.

As far as your Company is concerned,as in the past, it has continued on recovering outstanding dues, to expedite its pending appeals with tax authorities and to liquidate its non-yielding loan and investment products.Moreover, the strategic investments in the form of equity participation made in Universal Esters Limited and Oneiro Chemicals Limited, both being associate firms, are monitored vigilantly. In fact, in the current year, the Company has earned dividend income out of said investments and it is expected to receive better returns in the coming period.The Inter- corporate Deposits (ICDs) held in the associate firms are getting re-shuffled from time to time as per requirements and they are generating interest income as per agreed terms.

Under the circumstances,your Company has decided not to venture into retail financing but to convert its existing loan and investment products into profit centers and further firm up its position.

d) Risks and Concerns

Your Company is exposed to the normal industry risk factors of interest rate volatility, economic cycle, credit risk, liquidity rising and operational risk. The Company manages these risks by conservative financial profile, cost reduction measures and prudent business practices.

e) Adequacyof Internal Control

The Company has an adequate internal controls system commensurate with its size and the nature of its business.

The Audit Committee of the Board of Directors reviews the adequacy of internal controls.

f) Human Resource Development

Your Company continued to have cordial and harmonious relations with its employees

g) Discussion on financial performance with respect to operational Performance

The Company has generated total income of Rs. 31.12 lacs in this financial year.The Profit after depreciation and interest stood at Rs. 0.93 lacs.There is no need for any provision for Non-Performing Assets and Bad Debts. After providing NIL provision for taxes, writing back of excess provision of earlier year was NIL and carried forward loss of Rs. 167.25 lacs,the total loss of Rs. 165.86 lacs has been carried over.

4. DIRECTORS

At the ensuing Annual General Meeting, Mr. Upendra C. Patel and Mr.Yashvant F.Patel, Director of the Company shall retire by rotation and he being eligible offer himself for re-appointment.

5. PUBLIC DEPOSITS

The Company has neither accepted nor renewed any Public Deposits during theyear under review.

At the end of the financial year, No deposit remained unclaimed on the due dates. In fact the Company has fully repaid all its public deposits and as on date the Company does not hold any fixed deposit from public.

6. AUDITORS

M/s. Deepak Desai & Co., have forwarded a certificate to the Company stating that the appointment, if made, will be within the limit specified in Section 224 of the Companies Act, 1956.

7. OBSERVATIONS OF AUDITORS

Regarding observation made by the Auditors for not having internal audit system, the Board of Directors would like to mention that the Company has already in place the adequate internal control system under the direct supervision of Managing and Executive Directors. Nevertheless, the Company will introduce a separate internal audit system whenever found necessary. Further regarding observation made by the Auditors for having no provision made for leave encashment benefit, the Board of Directors would like to mention that the same is not required since there has been no liability outstanding/accruing to the employees for the year ended on 2009-10.

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

Since your Company is not a manufacturing Company, the statement with respect to conservation of energy, technology absorption is not applicable to the Company.

The Company has neither earned nor used any foreign exchange during the year under review.

9. PARTICULARS OF EMPLOYEES

The Company did not have any employee falling within the scope of sub-section [2A] of Section 217 of the Companies Act, 1956.

10. CORPORATE GOVERNANCE

The report on Corporate Governance pursuant to clause 49 of the listing agreement with Mumbai and Vadodara Stock Exchanges along with the certificate of M/s. Deepak Desai & Co., Chartered Accountants, Vadodara, Statutory Auditors of the Company form part of this report and attached to this report.

11. DIRECTORSRESPONSIBILITY STATEMENT

In accordance with the Companies (Amendment) Act, 2000, the Directors state that:

a. In the preparation of the annual accounts for the year ended on 31" March, 2010, the applicable Accounting Standards have been followed.

b. Accounting Policies have been consistently applied.The judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31" March, 2010 and the profit and loss of the Company for the accounting year ended on that date;

c. Proper and sufficient care for maintenance of adequate accounting records has been taken in accordance with the provision of the Act so as to safeguard the assets of the Company and to prevent and detect fraud and other irregularities;

d. The annual accounts have been prepared on a going concern basis.

12. ACKNOWLEDGEMENT

Your Directors acknowledges the support received from all its Business Associates, Bankers, Shareholders and other business constituents.

Your Directors also wish to place on record their appreciation for the continued co-operation made by employees during the year.

Regd. Office: By Order of the Board,

For Trartspek Finance Limited 1 st Floor, ABS Towers, Old Padra Road, Vadodara-390 007

[ Mukesh D. Patel ] Date: 30.04.2010 Chairman & Managing Director

 
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