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Directors Report of Triochem Products Ltd.

Mar 31, 2015

Dear Shareholders,

The Directors have pleasure in presenting the 43rd Annual Report together with the Audited Statement of Accounts of Triochem Products Limited for the year ended 31st March, 2015.

SUMMARISED FINANCIAL HIGHLIGHTS (Rs.)

Current Year Previous Year

Gross Turnover and other receipts 3,075.46 3,395.24

Profit / (Loss) before Interest and Depreciation 128.33 156.31

Less: Interest 41.24 46.55

Profit / (Loss) before Depreciation 87.09 109.79

Less: Depreciation 32.28 31.01

Profit / (Loss) Before Tax 54.81 78.78

Less: Provision for taxation 13.21 26.19

Profit / (Loss) After Tax 41.60 52.59

Balance brought forward from previous year 211.25 158.66

Balance carried to Balance Sheet 252.85 211.25

AMOUNT CARRIED FORWARD TO RESERVES

Your Company has not transferred any amount to its reserves.

OUTLOOK 2015-2016

The domestic pharmaceuticals Industry is showing of improvement and is expected to grow at a rate of 10% to 12%. However, with various new programmers that the Company has undertaken and in view of the available unused capacity, the company is expected to grow by about 11% in the domestic market.

BUSINESS PERFORMANCE

Due to recessionary trends which continued globally, your company's turnover is slightly decreased in comparison to performance of previous year. The aforesaid turnover was results of a steep fall in the global crude prices by more than 50% from a high of 115 USD/barrel adversely affecting economic slowdown globally and not restricted to USA & European countries. This year has been challenging in response to high volatility in foreign currency and devaluation of rupee.

The current situation is expected to continue during the financial year 2015-16. The market is expected to improve slowly during the second half of the year 2015-16. With inventory available on the ground, the selling price will b( under pressure. Further, the increase in the cost of power and consumables will have an impact on the margins With the expectation of an improvement in the market conditions during the year, the Company will endeavor tc perform better than last year.

As regards to infrastructure, Your Company's head office and factory are adequately equipped to provide complete support to the customer. Internal control systems have been well established and cost consciousness in factor) operation will lead to improved profitability in the long run.

Your Directors are confident that the company will strive hard to improve the performance in the current year. DIVIDEND

Since there is inadequate profit, the directors are unable to declare the dividend during the year.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2015 was Rs.24.25 Lacs. During the year under review the company has not issued any shares or any convertible instruments,

FIXED DEPOSIT

The Company has not accepted any fixed deposit during the year under review falling within the purview of 73 of Companies Act, 2013.

DEMATERIAIIZATION

Your Company has tied up with National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd, (CDSL) to enable the shareholders to trade and hold share in an electronic/dematerialized form. The shareholders' are advised to take benefits of dematerialization.

CHANGES IN THE NATURE OF BUSINESS

There were no changes in the nature of business during the year ended 31st March, 2015.

CREDIT FACILITIES

Your Directors wish to place on record their appreciation for the support from Company's bankers namely State Bank of India.

INSURANCE

All insurable assets of the Company including inventories, warehouse premises, etc. are adequately insured. ECONOMIC SCENARIO AND OUTIOOK

India is set to become the world's fastest-growing major economy by 2016 ahead of China, the international Monetary Fund (IMF) said in its recent forecast. India is expected to grow at 6.3 per cent in 2015, and 6.5 per cent in 2016 by when it is likely to cross China's projected growth rate, the IMF said the latest update of its World Economic Outlook.

The government, engineering an economic rebound with a slew of reforms, has unveiled a new statistical method to calculate the national income with a broader framework that the turned up a pleasant surprise: GDP in the past year 2013-14 grew 6.9 per cent instead of the earlier 4.7 per cent.

The International Monetary Fund (IMF) and the World Bank in a joint report have forecasted that India will register a growth of 6.4 per cent in 2015, due to renewed confidence in the market brought about by a series of economic reforms pursued by the government.

PHARMA INDUSTRY OUTLOOK AND OPPORTUNITIES

The "organized" sector of India's pharmaceuticals industry consists of 250 to 300 companies, which account for 70 percent of products on the market, with the top 10 firm representing 30 percent. However, the total sector is estimated at nearly 20,000 businesses, some of which are extremely small, approximately 75 percent of India's demand for medicines is met by local manufacturing.

The Indian pharmaceuticals market is third largest in term of volume and thirteen largest in term of value, as per a pharmaceutical's sector analysis by equity master. The market is dominated majorly by branded generics which constitute nearly 70 to 80 per cent of the market considered to be a highly fragmented industry; consolidation has increasingly become an important feature of the Indian pharmaceuticals market.

The Indian pharmaceuticals industry is estimated to grow at 20 per cent compound annual growth rate (CARG) over the next five years, as pr Indi Ratings, a Fitch Group company, Indian pharmaceutical manufacturing facilities registered with US Food and Drug Administration (FDA) as on March 2014 was the highest at 523 for any country outside the US,

The union Cabinet has given is approval to amend the existing FDI policy in the pharmaceutical sector in order to cover medical devices. The Cabinet gas allowed FDI up to 100 per cent under the automatic route for manufacturing of medical devices subject to specified conditions,

HUMAN RESOURCES

The well-disciplined workforce which has served the company for four decades lies at the very foundation of the company's major achievements and shall well continue for the years to come. Maintenance of a cordial and supportive environment is a pre-requisite for the smooth functioning of any organization. This requires the management and the employees to fully understand and respect each other, On an ongoing basis the management identifies and implements necessary measures to maintain a positive climate and improve performance levels. The management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The company has always recognized talent and has judiciously followed the principle of rewarding performance.

The Company continued the welfare activities for the employees, which include Medical Care, Group Insurance and Canteen Facility. To enrich the skills of employees and enrich their experience, the Company arranges, Practical Training Courses by Internal and External Faculty.

Your Directors also wish to place on record their appreciation for the dedication and commitment displayed by all executives' officers and staff at all levels of the company.

BUSINESS RISK MANAGEMENT

Although the company has long been followed the principle of risk minimization as is the norm in every industry, it has now become a compulsion. Therefore, the Board members were informed about the risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the company.

The main objective of this policy is to ensure sustainable business growth with stability and to promote a proactive approach in reporting, evaluating and resolving risks associated with the business. In order to achieve with the key objectives, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

In today's challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are; Regulations, competitive, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities.

Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk.

As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same,

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate system of internal control to safeguard and protect from loss, unauthorised use or disposition of its assets. All the transactions are probably authorised, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. The company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business,

SIGNIFICANCE AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There were no significance and material orders passed by regulators or courts or tribunals impacting the going concern status and company operations in future. There were no material changes and commitments affecting the financial position of the company occurring between March 31, 2015 and the date of this Report of the Directors.

SUBSIDIARIES, TOINT VENTURE OR ASSOCIATES COMPANIES DURING THE YEAR

The Company has no subsidiaries, joint ventures or associated companies therefore disclosures in this regards are not provided in this report,

DECLARATION BY INDEPENDENT DIRECTORS: ISECTION 134 ffl fDU

The Independent Directors of the company are not associated with the Company in any manner as stipulated under section 149(6) of Companies Act, 2015 and at same time possess relevant expertise and experience that are additive to the Board of the company for delivering higher growth and higher value.

RISK & MITIGATION

The Company has identified various risks faced by the Company from different areas, As per the provision of the Companies Act, 2013 and listing agreements, the Board has adopted a risk management policy whereby a proper framework is set up. Appropriate structures are present so that risks are inherently monitored and controlled. A combination of policies and procedures attempts to counter risk as and when they evolve.

PARTICULARS OF INVESTMENTS HELD BY THE COMPANY UNDER SECTION 186 WITH DETAILS

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years, Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF),

AWARDS

Your Company has not received any Award during the financial 2014-2015.

RESEARCH & DEVELOPMENT

The information on Research and Development in Form B is annexed herewith as "Annexure - 2".

WEBSITE OF THE COMPANY

The Company maintains a website www.triochemproducts.com where detailed information of the company and its products are provided

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Code has been placed on the Company's website www.triochemproducts.com The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

DISCLOSURE OF VARIOUS POLICIES:

The Board has approved various policies in their meeting so that the Committees work effectively and in accordance with the provisions as stipulated in the Policies. Various policies as approved by the Board are posted in the Website of the Company.

Remuneration Policy

The Board has, on the recommendation of the Appointment & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is posted in the Website of the Company,

Risk Management Policy: [Section 134 (3) (N)]

The Company has implemented Risk Management Policy and the Board of Directors has prepared a comprehensive framework of risk management for assessment of risks and to determine the responses to these risks so as to minimize their adverse impact on the organization. The policy as approved by the Board of Directors is uploaded on the Company's website.

Vigil Mechanism / Whistle Blower Policy

In order to ensure that the activities of the company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior the company has adopted a vigil mechanism policy. The aim of the policy is to provide adequate safeguards against victimization of whistle blower who avails of the mechanism and also provide direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases.

Accordingly, ‘Whistle Blower Policy' has been formulated with a view to provide a mechanism for the Directors and employees of the Company to approach the Ethics Counsellor or the Chairman of the Audit Committee ofthe Company.

The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing. It protects employees willing to raise a concern about serious irregularities within the Company.

This policy posted on the website of company.

BOARD OF DIRECTORS

Appointment of Director

Pursuant to the provision of the section 161(1) of the Companies Act, 2013 read with the Articles of Association of the company, at a Board meeting held on 30.03.2015 the board had appointed Mrs. Grace R. Deora (DIN: 00312080) as an Additional Directors in the category of Woman Director and she shall hold office only up to the date of this Annual General Meeting and being eligible to offer herself for re-appointment as Director.

Appointment of Independent Directors

At a board meeting held on 30.03,2015 the Board had appointed Mr. Sunil S. Jhunjhunwaia (DIN: 00312529) and Mr. Girish Kumar Pungalia (DIN: 00032757) as an Additional Director in the category of Independent Directors under the companies Act, 2013 for 5 consecutive years for a term upto the conclusion of 48th Annual General Meeting.

All independent directors have given declaration that they meet the criteria of independence as laid down under section 149(6) ofthe Companies Act, 213 and listing agreement.

The requisite Resolutions for the appointment of Mr. Sunil S. Jhunjhunwaia (DIN: 00312529) and Mr. Girish Kumar Pungalia (DIN: 00032757) as an Independent Director, are being proposed in the Notice ofthe ensuing Annual General Meeting for the approval of the Members.

Mr. Mahabirprasad S. Deora (DIN: 01073326), Director of the Company, retire by rotation and being eligible has offered himself for re-appointment.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an evaluation of every director's performance was carried out. An evaluation sheet was given to each director wherein certain criteria were set out for which ratings are to be given.

DETAILS KEY MANAGERIAL PERSONNEL:

The following three persons were formally appointed / designated as Key Managerial Personnel of the Company in compliance with provisions of Section 203 of the Companies Act, 2013.

1. Mr. Ramu S. Deora - Chief Executive Officer

2. Mr. Puran J. Parmar - Chief Financial Officer

Mr. Ramu S. Deora is formally designated as CEO w.e.f. 30th March, 2015.

Mr. Puran J. Parmar, is formally designated as Chief Financial Officer w.e.f. 30th March, 2015.

Pursuant to section 203 of the Companies Act, 2013 fead along with rule 8 of Companies (Appointment and Remuneration) Rules, 2014, it is mandatory to appoint Company Secretary if paid up share capital of the Company is more than 5 crores. Since our Company's paid up capital is less than 5 crores, so requirement for appointment Company Secretary is not mandatory.

NUMBER OF BOARD MEETING HELD

The Board of Directors duly meets 5 times during the financial year from 1st April, 2014 to 31s1 March, 2015. Th< dates on which the meetings were held are as follows:

28th May 2014,14th August, 2014, 15!h November, 2014,13 February, 2015 and 30th March, 2015

COMMITTEES

Audit Committee

The company is having an audit committee comprising of the following directors:

Name Status Category

Mr. Sunil S. Jhunjhunwala Chairman Non-Executive (Additional Independent Director)

Mr. Girish Kumar Pungalia Member Non-Executive (Additional Independent Director)

Mr. Shyam S. Sharma Member Director

Nomination and Remuneration Committee

The company is having a Nomination and Remuneration Committee comprising of the following directors:

Name Status Category

Mr. Sunil S. Jhunjhunwala Chairman Non-Executive (Additional Independent Director)

Mr. Girish Kumar Pungalia Member Non-Executive (Additional Independent Director)

Mr. Shyam S. Sharma Member Director

DIRECTOR'S RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Sections 134(3) (c) read section 134(5) of the Companies Act, 2013 ofthe Companies Act, 2013:

a) that in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) the Directors 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 that period;

c) the Directors have 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) that the annual financial statement have been prepared on going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and,

1) there is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

RELATED PARTY TRANSACTIONS

There were no contracts or arrangements entered into by the company in accordance with provisions of section 188 of the Companies Act, 2013. All material related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which have a potential conflict with the interest of the Company at large. Thus, disclosure in Form AOC-2 is not required.

None of the Directors has any pecuniary relationships or transactions vis a-vis the company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the company and its future operations,

AUDIT OBSERVATIONS

The observation of the Auditors in their report read together with the Notes to Accounts are self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation. The auditor's reports do not contain any reservation, qualification & adverse remark for the financial year under review.

AUDITORS

Statutory Auditors

M/s. M. L, Bhuwania & Co.(Firm Registration No.; 101484W), Chartered Accountants who are to retire at the conclusion of the forthcoming Annual General meeting have offered themselves for re-appointment as Auditors of the Company, A written certificate to the effect that their appointment, if made, would be within the prescribed . limits under section 139 of the Companies Act, 2013, has been obtained by the Company from them. The Members are requested to consider their re-appointment and fix remuneration.

Secretarial Auditors

Pursuant to the provision of section 204 of the Companies Act, 2013 and The Companies (Appointment am Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Ragini Chokshi & Co. (CP No 1436, FCS: 2390), Company Secretaries to undertake the secretarial audit of the company. The Secretarial Audi Report is annexed herewith as "Annexure - 1."

The observations made in the report with regard to E-forms were delayed filed with MCA. The Companies Act, 2013 with Rules, 2014 become applicable from 1S1 April, 2014. Since the Companies Act, 2013 was new; we were not accustomed to Act so the company filed E-forms delayed with MCA authority. Our intention is never disobey any regulations and provisions. However; the Company would ensure in future compliance of the requisite provisions and take all precaution in this regards.

Internal Auditors

M/s Haren Sanghvi & Associates, Chartered Accountants performs the duties of internal auditors of the company anc their report is reviewed by the audit committee from time to time,

Cost auditor

In accordance with the provisions of Section 148 of Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, the Company is required to appoint a cost auditor to audit the cost records of the applicable products of the Company. Accordingly, during the year, Board appointed M/s N. Ritesh & Associates, Cost Accountants (Ritesh N. T. Proprietors) to conduct the cost audit ofthe Company.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Companies Act, 2013 regarding Corporate Social Responsibility shall not be applicable to companies having net worth not exceeding Rs.500 crore or more or turnover not exceeding Rs.1,000 crore or net profit not exceeding Rs.5 crore or more during any financial year, as on the last day of the previous financial year.

In this connection, we wish to inform you that in respect of our Company as on the last audited balance sheet as at 31.03.2014 neither the net worth exceeds Rs.500 crores or turnover exceeds Rsl,000 crore or net profit exceeding Rs.5 crore, Hence, the provisions of Companies Act, 2013 regarding Corporate Social Responsibility would not be applicable.

CORPORATE GOVERNANCE

In terms of circular no.: CIR/MRD/DSA/31/2013 dated 30.03.2013 and circular no.: CIR/CFD/POLICY CELL/7/2014 dated 15.09.2014 issued by the Securities and Exchange Board of India, Clause 49 ofthe Listing Agreement shall not be applicable to companies having paid up equity share capital not exceeding Rs.10 crore and net worth not exceeding Rs.25 crore, as on the last day of the previous financial year. In this connection, we wish to inform you that in respect of our Company as on the last audited balance sheet as at 31.03.2014 neither the paid-up capital exceeds Rs.10 crores not the net worth exceeds Rs.25 crores. Hence, Clause 49 would not be applicable.

ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conversation of energy, technology adsorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) ofthe Companies Act, 2013 read with Rule, 8 ofthe Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure - 2".

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure 3". PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the company is as follows:

The company has one Executive Director and due to financial constraints being faced by the company he has forgone remuneration. Further no sitting fee has been paid to any director during the year,

The particulars of the employees who are covered by the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are:

a) Employed throughout the year Nil

b) Employed for part of the year Nil

The remuneration paid to all key management personnel was in accordance with remuneration policy adopted by the company,

In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Chief Financier officer in advance.

IMPAIRMENT OF ASSETS & CAPITAL WORK-IN-PROGRESS

In compliance with Accounting Standard AS-28 relating to "Impairment of Assets'', the company has reviewed the carrying amount of its fixed assets as at the end ofthe year. Based on the strategic plans and such valuation ofthe fixed assets of the company, on impairment of assets is envisaged at the balance sheet date.

ACKNOWLEDGEMENTS

The company has been very well supported from all quarters and therefore your directors wish to place on record their sincere appreciation for the support and co-operation received from Employees, Dealers, Suppliers, Central, and State Governments, bankers, and others associated with the Company,

Your Directors wish to thanks the banks, financial institutions, shareholders and business associates for their continued support and cooperation.

We look forward to receiving the continued patronage from all quarters to become a better and stronger company. CAUSIONARY STATEMENT

The statements contained in the Board's Report and Management Discussion and Analysis contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities, laws and regulations. Various factors such as economic conditions, changes in government regulations, tax, regime, other statues, market forces and other associated and individual factors mar however lead to variation in actual results. Readers are cautioned not to place undue reliance on the forward looking statements.

For and on behalf of the Board For Triochem Products Limited Ramu S. Deora Director & CEO DIN:00312369 Place: Mumbai Dated: 30th May, 2015


Mar 31, 2014

Dear Members,

The Directors take great pleasure in presenting the 42nd Annual Report and Audited Accounts of your Company for the financial year ended 31st March, 2014.

FINANCIAL PERFORMANCE

The Financial performance of the Company for the Financial Year 2013-2014 in comparison to the previous financial year 2012-2013 are summarized as below: (Rs. In Lacs)

Current Year Previous Year

Sales & Other Income 3,395.24 3,106.84 Profit / (Loss) for the year before Depreciation 109.79 154.10

Less: Depreciation 31.01 32.92

Profit / (Loss) before Tax 78.78 121.18

Less: Provision for Tax

Current Year 27.83 34.97

Earlier Year 2.90 1.06

Deferred (4.54) 4.96

Profit / (Loss) after Tax for the year 52.59 80.19

Add: Profit / (Loss) carried forward from previous 158.66 78.47

Balance carried forward to next year 211.25 158.66

DIVIDEND

Since there is inadequate profit, the directors are unable to declare the dividend during the year. OPERATIONS

During the year under review the turnover for your Company was Rs.3,395.24 Lac as compared to Rs.3,106.84 lac in the previous year. The Company has earned profit after tax and exceptional item of Rs.52.59 lac in 2013 - 2014 as compared to Rs.80,19 lac in the previous year.

Due to recessionary trends which continued globally, your company''s turnover is slightly increased in comparison to performance of previous year. The aforesaid turnover was results of economic slowdown globally and not restricted to USA & European countries. This year has been challenging in response to high volatility in foreign currency and devaluation of rupee.

As regards to infrastructure, your Company''s head office and factory are adequately equipped to provide complete support to the customers. Internal control systems have been well established and cost consciousness in factory operation wilt lead to improved profitability in the long run.

Your Directors are confident that the company will strive hard to improve the performance in the current year

DIRECTORS

According to the provisions of the Companies Act, 2013, Mr Sunil Jhunjhunwala, who retires by rotation and being eligible, offers himself for re-appointment.

AUDITORS ;

M/s, M. L. Bhuwania & Co. Chartered Accountants who are to retire at the conclusion of the forthcoming Annual General meeting have offered themselves for re-appointment as Auditors of the Company. A written certificate to the effect that their appointment, if made, would be within the prescribed limits under section 139 of the Companies Act, 2013, has been obtained by the Company from them. The Members are requested to consider their re-appointment and fix remuneration.

AUDITORS REPORT

The observation of the Auditors in their report read together with the Notes to Accounts are self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation. The auditor''s reports do not contain any reservation, qualification & adverse remark for the financial year under review.

HUMAN RESOURCE

Maintenance of a cordial and supportive environment is a pre-requisite for the smooth functioning of any organization. This requires the management and the employees to fully understand and respect each other. On an ongoing basis the management identifies and implements necessary measures to maintain a positive climate and improve performance levels.

Your Directors also wish to place on record their appreciation for the dedication and commitment displayed by all executives'' officers and staff at all levels of the company.

INSURANCE

All insurable assets of the Company including inventories, warehouse premises, etc. are adequately insured.

BANKS

Your Directors wish to place on record their appreciation for the support from Company''s bankers namely State Bank of India.

DIRECTORS''RESPONSIBILITY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 1956, the directors confirm that:

a) In the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relation to material departure:

b) Appropriate accounting policies have been selected and have 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 2013-2014 and Profit of the Company for that the year ended on 31st March, 2014;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

DEMATERIALIZATION

Your Company has tied up with Notional Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) to enable the shareholders to trade and hold share in an eiectronic/demateriailzed form. The shareholders'' are advised to take benefits of demateriaiization

LISTING OF SHARES

The Company''s equity shares continue to be listed on The Bombay Stock Exchange Limited (BSE). The listing fee for the financial year 2013-2014 was duly paid to BSE.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

A statement giving details of conservation of energy and technology absorption in accordance with the Companies (Disclosure of Particulars in the report of the Board of Directors) Rules, 1988, is annexed. PARTICULARS OF EMPLOYEES

As required by the provision of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 9as amended), there are no Employees who were in receipt of remuneration of Rs.12,00,000/- or more during the financial year under review or Rs.1,00,000/- per month x or more.

COMPLIANCE CERTIFICATE

Compliance Certificate issued by Practicing Company Secretary Is annexed.

APPRECIATION

Your Directors take place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The Directors also take this opportunity to thanks all Investors, Shareholders, State Government Authorities, Regulatory bodies, Business Associated, Banks and Financial Institutions for the support and encouragement during the year under review.

For and On behalf of the Board ForTriochem Products Limited

Director Place: Mumbai Dated: 28lh May, 2014


Mar 31, 2013

To The Shareholders

The Directors present their Annual Report together with the Audited Accounts of the Company, for the year ended 31st March, 2013.

1 FINANCIAL RESULTS

2012-2013 2011-2012 Rupees in Lacs Rupees in Lacs

Sales & Other Income 3,106.84 1,244.10

Profit / (Loss) for the year before Depreciation 154.10 249.23

Less: Depreciation 32.92 16.32

Profit/(Loss) before Tax 121.18 232.91

Less: Provision for Tax- Current Year 34.97 60.66

-EarlierYear 1.06 0.75 -Deferred 4.96 14.17

- MAT Credit Entitlement 0.00 0.00

Profit/(Loss)after Tax for the year 80.19 157.33

Add: Profit/ (Loss) carried forward from previous year 78.47 (78.86)

Balance carried forward to next year 158.66 78.47

The Company has started manufacturing activity of Bulk Drug Plant during the previous year 2011 - 2012. The Company has decided to exporting its products through an Export house who is continuously attempting to develop new Export avenues. In view of present slow down in world economy and stiff competition. The Directors are constantly reviewing the situation, as and when the situation improves, the members would be informed the developments.

The working for the year resulted in a Net Profit of Rs 80.19 Lacs as against Net Profit of Rs 157.33 Lacs after provision of Taxation during the year 2012 - 2013 after meeting all expenses.

2 DIVIDEND

Since there is inadequate profits, the directors are unable to declare the dividend during the year.

3 DIRECTOR''S RESPONSIBILITY STATEMENT

In term of Section 217 (2AA) of the Companies Act, 1956,The Directors would like to state that:

a. In the preparation of annual accounts, the applicable accounting standards have been followed.

b. The directors have selected such accounting policies and applied them consistently and made judgements and estimates that were 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 forthe year under review;

c. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

4 DIRECTORS

Shri Shyam S. Sharma retires by rotation at the forth coming Annual General Meeting and being eligible, offer himself for re- appointment.

Shri Ramu S. Deora who retires by rotation at the forth coming Annual General Meeting and being eligible, offer himself for re- appointment.

5 AUDITORS

M/s M.L.Bhuwania & Co., Statutory Auditors of the Company hold office until the conclusion of the forthcoming Annual General Meeting and being eligible to offer themselves for re-appointment.The Directors recommend them for re-appointment and to fix their remuneration. .

6 PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABOSRPTION & FOREIGN EXCHNAGE EARNING & OUTGO.

As required U/s 217 (1) (e) of the Companies Act, 1956 and the Rules made therein the concerned particulars relating to conservation of Energy, Technology, Absorption and Foreign Exchange Earning and Outgo are given in the Annexure " A " attached hereto which forms a part of this Directors1 Report.

The relevant information in respect of the foreign exchange earnings and outgo has been given in the Notes to accounts for the yearended March 31,2013

7 PARTICULARS OF EMPLOYEES

As required by the provision of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 (as amended), there are no Employees who were in receipt of remuneration of Rs 12,00,000/- or more during the financial year under review or Rs 1,00,000/- per month or more.

8 COMPLIANCE CERTICATE

Compliance Certificate issued by Practising Company Secretary, is Annexed here to

9 APPRECIATION

Your Directors wish to acknowledge and thank its Customers, Shareholders, State Government Authorities, Business Associates, Banks and Financial Institutions for the support extended to the Company. Your Direcots also records their appreciation forthe commitment and dedication of the employees of your company.

FOR AND ON BEHALF OF THE BOARD

CHAIRMAN

Place :Mumbai

Dated :30th May, 2013


Mar 31, 2012

The Directors present their Annual Report together with the Audited Accounts of the Company, for the year ended 31st March, 2012.

1 Financial Results 2011-2012 2010-2011

Rupees Rupees in Lacs in Lacs

Sales & Other Income 1,244.10 531.86

Profit/(Loss) for the year before Depreciation 249.23 86.81

Less: Depreciation 16.32 284

Profit/(Loss) before Tax 232.91 83.97

Less: Provision for Tax - Current Year 60.66 16.58

- Earlier Year 0.75

-Deferred 14.17 5.60

- MAT Credit Entitlement 0.00 (2.17)

Profit/(Loss) after Tax for the year 157.33 63.96

Add: Profit/(Loss) carried forward from previous year (78.87) (142.83)

Balance carried forward to next year 78.46 (78.87)

The Company has started manufacturing activity of Bulk Drug Plant during the year 2011 - 2012. The Company has decided to exporting its products through an Export house who is continuously attempting to develop new Export avenues. In view of present slow down in world economy and stiff competition. The Directors are constantly reviewing the situation, as and when the situation improves, the members would be informed the developments.

The working for the year resulted in a Net Profit of Rs. 157.33 Lacs as against Net Profit of Rs 63.96 Lacs after provision of Taxation during the year 2011 - 2012 after meeting all expenses.

2 Dividend

Since there is inadequate profits, the directors are unable to declare the dividend during the year.

3 Directors

Shri Mahablrprasad S. Deora retires by rotation at the forth coming Annual General Meeting and being eligible, offer himself for re-appointment.

Shri Sunil S. Jhunjhunwala who retires by rotation at the forth coming Annual General Meeting and being eligible, offer himself for re-appointment.

4 Foreign Exchange Earning and Outgo

The relevant information in respect of the foreign exchange earnings and outgo has been given in the Notes to accounts for the year ended March 31,2012

5 Directors' Responsibility Statement

In term of Section 217 (2AA) of the Companies Act, 1956, The Directors would like to state that:

a. In the preparation of annual accounts, the applicable accounting standards have been followed.

b. The directors have selected such accounting; policies and applied them consistently and made judgements and estimates that were 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. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

6 Particulars of Employees

As required by the provision of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 (as amended), there are no Employees who were in receipt of remuneration of Rs. 12,00,000/- or more during the financial year under review or Rs 1,00,000/- per month or more.

7 Company's (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988

As required U/s 217 (1) (e) of the Companies Act, 1956 and the Rules made therein the concerned particulars relating to conservation of Energy, Technology, Absorption and Foreign Exchange Earning and Outgo are given in the Annexure " A " attached hereto which forms a part of this Directors' Report.

8 Auditors

M/s M.L. Bhuwania & Co., Statutory Auditors of the Company hold office until the conclusion of the forthcoming Annual General Meeting and being eligible to offer themselves for re-appointment. The Directors recommend them for re-appointment and to fix

FOR AND ON BEHALF OF THE BOARD

CHAIRMAN

Place: Mumbai Dated: 14th May, 2012


Mar 31, 2010

The Directors present their Annual Report together with the Audited Accounts of the Company, for the year ended 31st March, 2010.

1 Financial Results 2009-2010 2008-2009 Rupees in Lacs Rupees in Lacs

Sales & Other Income 83.52 66.03

Profit / (Loss) for the year before Depreciation (23.68) 23.33

Less: Depreciation 1.64 1.78

Profit / (Loss) before Tax (25.32) 21.55

Less: Provision for Tax - Current 0.00 5.70

-Deferred (0.36) (0.32)

- Fringe Benefit Tax 0.00 0.01

Profit / (Loss) after Tax for the year (24.96) 16.16

Add: Short / (Excess) Provision for Income Tax (0.14) (0.03)

Add : Profit / (Loss) carried forward from previous year (117.73) (133.86)

Balance carried forward to next year (142.83) (117.73)



The manufacturing activity of Bulk Drug as well as Formulation Plant is likely to restart Production in the second quater of the next year. However the manufacturing of formulation against Export order is continued on job work basis. The mutual settlement has been arrived between workmen, union and the management.

During the year the Company got 9 million tablets manufactured on job work basis to fulfill export orders to our regular customers.

The working for the year resulted in a Net Loss of Rs 25.32 Lacs as against Profit of Rs 21.55 Lacs during 2008 - 2009 after meeting all expenses.

2 Dividend

Since there is inadequate profits, the directors are unable to declare the dividend during the year.

3 Directors

Shri Sunil S. Jhunjhunwala retires by rotation at the forth coming Annual General Meeting and being eligible, offer himself for re-appointment.

Shri Mahabirprasad S. Deora who retires by rotation at the forth coming Annual General Meeting and being eligible, offer himself for re-appointment.

4 Directors Responsibility Statement

In term of Section 217 (2AA) of the Companies Act, 1956,The Directors would like to state that:

a. In the preparation of annual accounts, the applicable accounting standards have been followed.

b. The directors have selected such accounting policies and applied them consistently and made judgements and estimates that were 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. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

5 Particulars of Employees

As required by the provision of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 (as amended), there are no Employees who were in receipt of remuneration of Rs 12,00,000/- or more during the financial year under review or Rs 1,00,000/- per month or more.

6 Companys (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988

As required U/s 217 ( 1 ) ( e ) of the Companies Act, 1956 and the Rules made therein the concerned particulars relating to conservation of Energy, Technology, Absorption and Foreign Exchange Earning and Outgo are given in the Annexure" A" attached hereto which forms a part of this Directors Report.

7 Auditors

M/s M.LBhuwania & Co., Statutory Auditors of the Company hold office until the conclusion of the forthcoming Annual General Meeting and being eligible to offer themselves for re-appointment.The Directors recommend them for re-appointment and to fix their remuneration.

FOR AND ON BEHALF OF THE BOARD

CHAIRMAN

Place: Mumbai

Dated : 29th May, 2010.

 
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