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Triochem Products Ltd. Annual Report 2021

Aug 28, 2021

63375_rns_2021-08-28_6b1cc5c2-40b8-4d46-aa88-2c1073b8530c.pdf

Annual Report

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MANUFACTURERS OF ETHICAI, PIIARMACEUTICAI, PRODUCTS Registered Office: 4th Floor, Sanbava Chambers, Sir. P. M. Road, Fort, Munbai, Maharashtra, PIN: 400001. Telephone: 00 91 (22) 2266 3150 Fax: 00 91 (22) 2282 8181 E-mall: info@ami]hrav.com Wdbsite: www.triochemoroducts.com Corporate Identity Number: L24249MH1972PLC015544

Ref No: TPL PP 20210365 2021; 28th August 2021

To The General Manager The Corporate Relationship Department, BSE Limited Phiroze ]eejeebhoy Towers, Dalal Street, Fort, Mumbai: 400 001.

Dear Sir / Madam,

Sub: Armual Report - Regulation 34 of the SEBI qisting Obligation and Disclosure Reci_uirements\ Rendon. 2015. Ref: sccuritv code NO. 5i2ioi -ISIN NO.: INE33iEoioi3.

The Forty-Nine Annual General Meeting (AGM) of the Company will be held on Saturday, 25th September 2021 at 3.00 p.in. at SambavA Chambers, 4th Floor, Sir. P. M. Road, Fort, Mumbal: 400001.

Pursuant to Regulation 34 of the Securities Exchange Board of India qisting Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulation"), we are submitting herewith the Annual Report of the Company along with the Notice of AGM for the financial year 2020-21. Which is being dispatchisent to the members by the pemitted mode(s).

The Annual Report for the financial year 2020-21 containing the notice is also available on Company's website, at https:/twww.triochemproducts.com^iploadsAnvestor-relationstydf§/annual-report-20202021- •1 I i.1'11

Kindly take sane on your records. Thanhing you , your falthfutry, For TRIOCIIEM PRODUCTS LIMITED -

-_

RAMU "id= DE DIRECTOR & CEO DIN: 00312369 Encl.: as al>ove

L

Triochem Products Limited

(Corporate Identity No. : L24249MH1972PLC015544)

49th Annual Report 2020 -2021

a

Board of Director and Corporate Information

Board of Directors:

Mr. Ramu S. Deora . Director & CEO Mr. Sunil S. ]hunjhunwala Mr. Shyam Sunder Sharma Mrs. Grace R. Deora Mr. Girish Kumar Pungalia Mr. Rajesh R. Deora

Company Secretary: Ms. Ureca Shirish Shirole

StatutoryAuditors:

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M/s. Kanu Doshi Associates LLP Chartered Accountants 203, The Summit, Hanuman Road, Western Express Highway, Vile Parle Cast), Mumbai: 400057

Cost Auditors :

M/s. N. Ritesh & Associates Cost Accountant 602, Matruprabha Building, Cama Lane, Kirol Road, Ghatkoper (West), Mumbal 400086

Secretarial Auditors: Ragini Chokshi & Co Company Secretaries 34, Kamer Building, 5th Floor, 38 Cawasji Patel Street, Fort, Mumbai: 400001

Bankers:

State Bank of India

Union Bank of India

ReSstrar & Transfer Agent:

Mts Link Intime India Private Limited C 101, 247 Park, L. 8. S. Marg, Vikhroli Ovest), Mumbai: 400083 Phone: + 91 . 22 . 49186270 Fax: + 91 -22 . 49186060 E-mail : mt. helndesk@ linkintime. co. in ~.Iinkintime.co.in

Regivtered Office: Triochem Products Limited Corporate Identity Number (CIN) L24249MH1972PLC015544 4th Floor, Sambava Chambers, Sir P. M. Road, Forty Mumbai: 4000ol Plione: + 91 -22 -22663150 Fax: + 91 -22 -22024657 E-mail : investor@ triochemoroducts. com www.triochcmDroducts.com

Factory: Plot No: 10/2 MIDC Industrial Area, Village Morivali, Ambemath (West), Dist. Thane, Maharashtra -421501

Registered Office: 4th Floor, Sanbava Chambers, Sir. P. M. Road, Fort, Mumbai, Maliarashtra, PIN: 400001. Telephone: 00 91 (22) 2266 3150 Fax: 00 91 @2) 22202 4657 E-mail: [email protected] Wchsite: www.triochcmDroducts.com Corporate Identity Number: L24249MH1972PLC015544

Notice

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NOTICE IS HEREBY GIVEN TRAT THE 49m ANNUAL GENERAI, MEETING OF THE MEMBERS OF TRIOCHEM PRODUCTS LIMITED (GIN: L24249MH1972PLC015544) will be held at the Registered Office of the Company at Sambava Chambers, 4th Floor, Sir. P. M. Road, Fort, Mumbai -400001 on Saturday, 25th September 2021 at 3.00 P.M. to transact the fouowing business:

Ordinary Business

    1. To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended 31" March 2021 together with the Reports of the Board of Directors and Auditors' thereon.
    1. To appoint a Director in place of Mrs. Grace Ranu Deora @IN 00312080), who retires by rotation and being eligible for re-appointment.

3. Ratification of appointment of statutory Auditors

To consider and, if though fit, to pass with or without modification(s), the fouowing resolution as an Ordinary Resolution :

"RESOI;VED THAT pursuant to the provision of Section 139 and other applicable provision, if any, of the Companies Act, 2013 ("Act") read with Companies (Audit and Auditors) Rules, 2014 as amended from time to time, the Company hereby ratified the appointment of M/s. Kanu Doshi Associates LLP, Chartered Accountants, Mumbai ¢CAI Firm Registration No.104746W/W100096) as Auditors of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of 50tb Armual General Meeting to be held in 2022 to examine and audit the accounts of the Company for the financial year 2021 - 2022 at such remuneration to be fixed by the Board of Directors of the Company, based on the recommendation of the Audit Committee, mutually agreed to between the Company and Auditors."

Special Business

4. Ratification of Remuneration payable to cost auditor

To consider and, if though fit, to pass with or without modification(s), the following resolution as an OrdinaryResolution:

"RESOI;VED THAT pursuant to the provision of Section 148 and other applicable provision, if any, of the Companies Act, 2013 [including any statutory modification(s) or re€nactment(s) thereof for the tine being in force] and the Companies (Audit and Auditors) Rules, 2014, as amended and the company hereby ratifies the remuneration of Rs.25,000/- Qupces Twenty Five Thousand) plus applicable taxes and out-of-pocket expenses incurred in connection with the cost audit, payable to M/s. N. RItesh & Associates, (Certificate of Practices No. R100675) Cost Accountants (the Cost

Auditors) who are appointed as Cost Auditors by the Board of Directors of the Company to conduct audit of cost records of the Company for the financial year ending March 31, 2022 .

RESOLVED FURTHER TIIAT the Board of Directors of the Company be and is hereby authorized to do all acts and take all such steps as may be necessary proper or expedient to give effect to this resolution".

5. Authorization for Related party Transaction

To consider and if though fit, to pass with or without modification, the following Resolution as a Special Resolution :

"RESOI;VED THAT in continuation of and in addition to the Resolution passed through Special resolution in Annual General Meeting held on 26th September, 2020 and pursuant to the Section 188 of the Companies Act, 2013 read with Companies queeting of Board & its Powers) Rules, 2014 and other applicable provisions, if any, of the Act, and such other approvals, sanctions, consents and permissious as may be deemed necessary consent be and is hereby accorded to the Board of Directors of the Company or any Committee thereof, to enter into contracts / agreements as defined in the Companies Act, 2013 with the related parties up to maximum per annum amounts with effect from April 1, 2021, as appended herein below:

Name of Related Parties / Companies Transaction defined u/s 188(1) of Companies Act, 2013
Qs. in Crores)
Name of Related Parties Sale of any Purchase of any E Payment of
Companies goods and goods and Expenses and
materials materials Reinbursement Paid
On Actual basis, exempted being in the ordinary course of business and on am's length basis.
(Subject to a maximum of amount p.a. as mentioned against the name of the Company).
G Amphray Pharmaceuticals Pvt Ltd 15 20
Triochem Laboratories Pvt Ltd 15 20
Ambemath Plasto Packaging Pvi Ltd 20
10
PROPRIETORSHIP FIRM :
G Amphray Lal]oratories 60 40 20
DIRECTORS/KMPsAILATIVES OF DIRECTORS & KMPs/OTHER FIRMS & COMI'ANIES in which
Director have some interest as per the provisions of section 206) of the Companies Act, 2013
Mrs. Grace R. Deora
Mr. Rajesh R. Deora
Mr. Rajiv R. Deora
Ramu M. Deora HUF
Ramu S. Deora HUF
Any Contract or transaction with all the above parties for selling or otherwise disposing of, or
u .ng, property of any kind to bc on market value and on arm lengths relationship basis only.

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TRIOCHEM PRODUCTS LIMITED Registered Office: 4th Floor, Sambava Chambers, Sir. P. M. Road, Fort, Mumbal, Maharashtra, PIN: 400001. Telephone: 00 91 (22) 2266 3150 Fax: 00 91 (22) 22202 4657 Email: [email protected] Website: www.triochemoroducts.com Corporate Identity Number: L24249MH1972PLC015544

RESOLVED FURTHER THAT the Board of Directors of the Company or any Committee thereof, be and are hereby authorized to execute the documents, deeds or whtings required to be executed in relation to the and other incidental documents, make applications to regulatory and government authorities for the puaposes of obtaining all approvals, consents, permissions and sanctions required by the Company and to do all acts and deeds to give effect to this resolution."

NOTES:

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    1. Pursuant to the provisions of the Act, a member entitled to attend and vote at the Annual General Meeting ("AGM") is entitled to appoint a proxy to attend and vote instead of hinselfitherself and the proxy need not be a Member of the Company. The proxy form, in order to be effective, must be received at the Company's Registered Offlce not less than 48 hours before the Meeting. Proxies submitted on behalf of companies, societies, partnership firms, etc. must be supported by appropriate resolution/authority, as applical>le, issued on behalf of the nomination organization. The proxy form is annexed to this notice.
    1. Members are requested to note that a person can act as a proxy on behalf of members not exceeding 50 and holding in aggregate not more than 10% of the total share capital of the Company carrying voting rights. If proxy is proposed to be appointed by Members holding more than 10% of the total share capital of the Company carr}ing voting rights, then such proxy shall not act as a proxy for any other person or Members.
    1. In case of joint holders attending the meeting, only such joint holder who is higher in the order of name will be entitled to vote.
    1. Entry to the place of mccting will be regulated by an attendance slip which is annexed to this notice. The Members#roxies attending the meeting are kindly request to complete the enclosed attendance slip and affix their signature at the place provided thereon and hand it over at the venue of the meeting.
    1. Route map showing direction to reach the venue of the 49th Annual General meeting is given at the end of the Notice.
    1. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 setting out material facts concerning the business under Item Nos. 4 to 5 of the Notice is annexed hereto. The Board of Directors have considered and decided to include Item Nos. 4 to 5 as given above, as Special Business in the forthcoming AGM as they are unavoidable in nature.

The relevant details pursuant to Regulation 26(4) and 36(3) of the SEBI Listing Regulations and Secretarial Standards - 2 on General Meetings issued by the lnstimte of Company Secretaries of India of Directors seeking rc-appointment at this AGM are also annexed to this Notice.

TRIOCHEM PRODUCTS LIMITED Registered Office: 4th Floor, Sambava Chambers, Sir. P. M. Road, Fort, Mumbal, Maharashtra, PIN: 400001. Telephone: 00 91 ¢2) 2266 3150 Fax: 00 91 ¢2) 22202 4657 E-mail: info@ami]hrav.com Website: www.triochemoroducts.com Corporate Identity Number: L24249MH1972PLC015544

    1. The Register of Directors and Key Managerial Persormel and their shareholding, maintained under Section 170 Of the Companies Act, 2013 (`the Act') and the Register of Contracts or Arrangements in which Directors are interested, maintained under Section 189 of the Act will be available for inspection by the Members at the Annual General Meeting.
    1. In line with the MCA Circulars and SEBI Circulars, the Notice of the AGM along with the Annual Report 2020-21 is being sent though electronic mode to those Members whose emall addresses are registered with the Company/Depositories. The Notice conveying the 49th AGM has been uploaded on the website of the Company at www.triochemDroducts.com under `Investor Relatious' section and may also be accessed on the websites of the Stock Exchanges i.c. BSE Limited at www.bseindia.com. The Notice is also available on the website of CDSL at www.evotinindia.com.
    1. Pursuant to section 91 of the Companies Act, 2013 read with Rule 10 of the Companies quanagonent and Administration) Rules, 2014 and Regulation 42 of the SEBI ousting Obligations and Disclosure Requirements) Regulations, 2015, the Register of Members and Share Transfer Books of the Company will rcmaln closed from Fnday, September 17, 2021, to Saturday, September 25, 2021 (both days inclusive) for the purpose of 49th AGM.

For Shares held in electronic form: To all the beneficial Owners as at the end of the day on Thursday, September 16, 2021, in the list of beneficial owners to be furnished by NSDL and Central Depository Service andia) Limited (`CDSL') ; and

For Shares held in physical form: To all Members in respect of shares held in physical form after giving effect to valid transmission and transposition request lodged with the Company as of the close of business house on Thursday, September 16, 2021.

    1. Effective April 1, 2019, the Company has stopped accepting any flesh transfer requests for securities held in physical form. In view of this and to eliminate all risks associated with physical shares, Members holding shares in physical form are requested to dematerialised their holdings. Members may contact RTA i.e. Link lntime India Pvt. Ltd, Address: C-101, 1st Floor, 247 Park, L.B.S. Many Vilchroli (West), Mumbal 400 083, Maharashtra at mtheli)[email protected] for assistance in this regards. Members may also refer to Frequentry Asked Questions (FAQs') on the Company's website at httos:/farww.triochemoroducts.com^iDloadsthvestomelations/bdtsrfuenltwaskedfluesations-facliJJrdl
    1. The format of the Register of Members prescribed by the MCA under the Act requires the Company / Registrar to records additional details of Members, including their PAN details, e-mall address, bank details for payment of dividend, etc. A form for capturing additional details is available on the Company's website under the section Investor Relatious' tabInvestor Service' at

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TRIOCHEM PRODUCTS LIMITED Registered Office: 4th Floor, Sanbava Chambers, Sir. P. M. Road, Fort, Mumbal, Maharashtra, PIN: 400001. Telephone: 00 91 (22) 2266 3150 TRto `,-CHEM Fax: 00 91 (22) 22202 4657 E-mail: [email protected] Website: www.triochemDroducts.com Corporate Identity Number: L24249MH1972PLC015544

Members are requested to intimate changes, if any, pertaining to their name, postal address, emall address, telephone/mobile numbers, PAN, registering of nomination, power of attorney registration, Bank Mandate details, etc. to their DPs in case the shares are held in electronic form and to the Registrar at [email protected] in case the shares are held in physical form, quoting their folio number . Further, Members may note that SEBI has mandated the submission of PAN by every participant in the securities market.

    1. Nomination Facility: As per the provisions of Section 72 of the Act, the facility for making nomination is available for the Members in respect Of the shares held by them. Members holding shares in single name and who have not yet registered their nomination are requested to register the sane by submitting Form No. SH-13. If a member desire to cancel the earlier nomination and record fresh nomination, he may submit the same in Form No. SH-14. Both Forms are appended at the ended of the Annual Report. Members holding shares in physical form are requested to submit the forms to the Companys Share Registrars and Transfer Agents. Members holding shares in electronic fom may obtain fom from their respective Depository Participant,
    1. Consolidation of Physical Share Certificates: Members holding shares in physical form, in identical order of names, in more than one folio are requested to send to the Company or RTA, the details of such folios together with the shares certificates for consolidating their holdings in one folio. A consolidated share certificate will be issued to such Members after making requisite changes,
    1. To prevent fraudulent transaction, Members are advised to exercise due diligence and notify the Company of any change in address or demise of any Members as soon as possible. Members are also advised not to leave their demat account(s) dormant for long. Periodic statement of holdings should be obtained from the concerned DP and holdings should be verified from tine to time.
    1. Process for registering email address to receive this Notice along with credentials for remote e-voting:
  • a. Online update on web portal at httDs:/Ainkintime.co.in/EmaflRe£/Emall Register.html
  • b. For Physical shareholders: please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (selfattested scanned copy of PAN card), AADIIAR (self-attested scanned copy of Aadhar Card) by email to CompanyflTA email to [email protected]

TRIOCHEM PRODUCTS LIMITED Registered Office: 4th Floor, Sanbava Chambers, Sir. P. M. Road, Fort, Mumbai, Maharashtra, PIN: 400001. Telephone: 00 91 (22) 2266 3150 _-_ `-CHEM Fax: 00 91 @2) 22202 4657 E-mall: [email protected] Website: www.triochemDroducts.com Corporate Identity Number: L24249MH1972PLC015544

  • c. For Demat shareholders: please provide Demat account details (CDSL-16 digit beneficiary ID or NSDL-16 digit DPID+CLID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (selhattested scanned copy Of Aadhar Card) to CompanyflTA emall to [email protected]
  • d. The companyfoTA shall coordinate with CDSL and provide the login credentials to the aboveme ntioned shareholders.
    1. Remote e-voting before/during the AGM:
    1. Pursuant to the provisions of Section 108 of the Act read with Rule 20 Of the Companies (Management and Administration) Rule, 2014, as amended and Regulation 44 of SEBI histing Regulations, as amended and MCA Circulars, the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has appointed Central Depository Services qndia) Limited (CDSL) for facilitating voting through electronic means. The facility of casting votes by a Member using remote e-voting system as well as remote e-voting during the AGM will be provided by CDSL.
    1. Members of the Company holding shares either in physical form or in electronic form as on the cutoff date of Saturday, September 18, 2021, may cast their vote dy remote e-voting. A person who is not a Member as on the Cutoff date should treat this Notice for information purpose only. A person whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the cutoff date only shall be entitled to avail the facility of remote e-voting before as well as during the AGM. Any nen-individual shareholders or shareholder holding securities in physical mode who acquires shares of the Company and becomes a Member of the Company after the dispatch of the Notice and holding shares as on the cutoff date i.e. Thursday, September 16, 2021, ray chtain the User ID and Password by sending a request at [email protected].

Individual shareholders holding securities in demat mode, who acquire shares of the Company and become a Member of the Company after dispatch of the Notice and holding shares as of the cutoff date i.e. Saturday, September 18, 2021 may fouow the lqgin process mentioned below in point 18.

  1. The remote e-voting period commences on Wednesday, September 22, 2021, at 9.00 a.in. OST) and ends on Friday, September 24, 2021, at 5.00 pin ¢ST). The remote e-voting module shall be disal)led by CDSL for voting thereafter. Once the vote on resolution is cast by the Member, the Member shall not be allowed to change it subsequently. The voting rights of the Members (for voting through remote e-voting before/during the AGM) shall be proportion to their share of the paid-up equity share capital of the Company as on the cutoff Saturday, September 18, 2021.

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    1. The remote e-voting module during the AGM shall be disabled by CDSL for voting 15 minutes after the conclusion of the Meeting.
    1. Mrs. Ragini Chokshi, Practicing Company Secretary (C.P. No. 1436) has been appointed by the Board of Director of the Company as Scrutiniser for providing facility to the Members of the Conipany to scrutinise the remote e-voting process as well as voting through Poll paper at the Meeting, in a fair and transparent manner.

The Scrutiniser shall, immediately after the conclusion of voting at the AGM, first count the rates cast at the Armual General Meeting, thereafter unblock the votes cast through e-voting in the presence of two witnesses not in the employment of the Company. Scrutinjzer shall, submit within the time stipulated under the applicable laws, a consolidated scrutinizer's report of the total votes cast in favor or against, if any to the Chaiman or a person authorized by him in writing who shall counterulgn the sane. Therealier, the Chalman or the person authorized by him in writing shall declare the results Of the voting forthwith.

The Results declared along with the Scrutinizers Report shall be placed on the Company's website www.triochemoroducts.com and on the website of CDSL immediately after the result is declared by the Chairman/Authorized person and the results will also be communicated to the Stock Exchange where the shares of the Company are listed.

18. THE INTRucTloNs roR slIAREIIOLDREs roR REMOTE E-VOTING ARE As UNDER:

  • 0 The voting period begins on 22nd september 2021 at o9.00 a.in. and ends on 24th september 2021 at 05,00 p,in. During this period shareholders of the Company, holding shares either in physical form or in dematerializcd fom, as on the cutoff date 18th September 2021 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
  • Qi) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.
  • ® Pursuant to SEBI circular No. SEBIAloroFDroMDroIR/P#020¢42 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India qisting Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders' resolutions. However, it has been observed that the participation by the public non-institutional shareholders/ietall shareholders is at a negligible level. In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a sinale login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be al]le to cast their

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vote without having to register agaln with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

(iv) In terms of SEBI circular no. SEBIAlo/CFD/CMD/CIR##020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode arc allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and emall ld in their demat accounts in order to access e-Voting facility.

Pursuant to al>ovesaid SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode is given below:

Type of Logiv Method
shareholders
Individual 1)
Users of who have opted for CDSL's Easi / Easiest facility, can login through
Shareholders their existing user id and password, Option will be made available to reach
Holding e-Voting page without any further authentication. The URIC for users to
securities in login to Easi / Easiest are: httl]s:/tweb.cdslindia.com/inveasithomeAoedn or
Demat mode www.cdslindia.com and click on Login icon and select New System Myeasi.
with CDSL
2)
After successful lQgin the Easi / Easiest user will be able to see the e-Voting
Menu. On clicking the e-voting menu, the user will be able to see hi§ther
holdings along with links of the respective e-Voting service provider i.e.
CDSL/ NSDI/ KARVY/ LINK INTIME as per information provided by Issuer /
Company. Additionally, we are providing links to e-Voting Service
Providers, so that the user can visit the e-Voting service providers' site
directly.
3)
If the user is not registered for EasvEasiest, option to register is available
at httDs : /tweb. cdslindia. com/inveasi.Aleqistration/ EasiRefistration
4)
Alternatively, the user can directly access e-Voting page by providing Dematt
Account Number and PAN No. from a link in www.cdslindia.com home
page. The system will authenticate the user by sending OTP on registeredd
Mobile & Emall as recorded in the Demat Account. After successful
authentication, user will be provided links for the respective ESP where the
e-Vbting is in progress during or before the AGM.
Individual 1)
If you are aheady registered for NSDL IDeAS facility, please visit the e
Shareholders Services website of NSDL. Qpcn web browser by typing the following URL:
holding httDs://eservices.nsdl.com either on a Personal Computer or on a mobtlc.
securities in Once the home page of e-Services is launched, click on the "Beneficial

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Registered Office: 4th Floor, Sambava Chambers, Sir. P. M. Road, Fort, Mumbal, Maharashtra, PIN: 400001. Telephone: 00 91 (22) 2266 3150 Fax: 00 91 @2) 22202 4657 E-mail: [email protected] Website: www.triochemDroducts.com Corporate Identity Number: L24249MH1972PLC015544

TRto
-
CHEM
,
demat mode
with NSDL
Owner" icon under "Login" which is available under `IDeAS' section. A new
screen will open. You will have to enter your User ID and Password. After
successful authentication, you will be able to see e-Voting services. Click on
"Access to e-Voting" under e-Voting services and you will be al]le to see e
Voting page. Click on company name or e-Voting service provider name
and you will be rerdirected to e-Voting service provider website for casting
your vote during the remote e-Voting period or joining virtual meeting &
voting during the meeting.
2)
If the user is not registered for IDeAS e-Services, option to register is
awhlahle at httDs://dservices.nsdl.com. Select "Register Online for IDeAS
" Portal or click at httDs : //eservices. nsdl. convsecurcwchAdeasD irectReg. i so
3)
Vlsit the e-Voting website of NSDL. Open web brouser by typing the
following
URL:
httos:/twrww.evotinq.nsdl.com/
either
on
a
Personal
Computer or on a mobile. Once the home page of e-Voting system is
launched,
click
on
the
icon
"Login"
which
is
available
under
`Shareholder"ember' section. A new screen will open. You will have to
enter your User ID a.e. your sixteen digit demat account number hold with
NSDL), PasswordroTP and a verification Code as shown on the screen.
After successful authentication, you will be redirected to NSDL Depository
site wherein you can see e-Voting page. Click on company name or e-Voting
service provider name and you will be redirected to e-Vbting service
provider website for casting your vote during the remote e-Voting period or
joining virtual meeting & voting during the meeting.
Individual
Shareholders
¢olding
securities in
dcmat
You can also login using the login credentials of your demat account through
your Depository Participant registered with NSDL/CDSL for e-Voting fachity.
After successful login, you will be able to see e-Voting option. Once you click on
e-Voting option, you will be redirected to NSDI/CDSL Depository site after
successful authentication, wherein you can see e-Voting feature. Click on
mode) login
through
their
Depository
Participants
company name or e-Voting service provider name and you will be redirected to
e-Voting service provider's website for casting your vote during the remote e
Voting period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at al)ovementioned website.

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Registered Office: 4th Floor, Sanbava Chambers, Sir. P. M. Road, Fort, Mumbai, Maharashtra, PIN: 400001. Telephone: 00 91 (22) 2266 3150 Fax: 00 91 @2) 22202 4657 E-mail: [email protected] Website: www.triochemDroducts.com Corporate Identity Number: L24249MH1972PLC015544

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Login type Helpdesk details
Individual Shareholders Members facing any technical issue in login can contact CDSL
holding securities in Demat helpdcsk by sending a request at
mode with CDSL helDdesk. evoting@ cdslindia. com or
contact at 022-23058738 and 22-2305854243.
Individual Shareholders Members facing any technical issue in login can contact NSDL
holding securities in Demat helpdesk by sending a request at
mode with NSDL [email protected] or
Call at toll free no.: 18001020 990 and 1800 22 44 30
  • (try login method for e-Voting for shareholders other than individual shareholders & physicaal shareholders.
  • 1) The shareholders should log on to the e-voting website www.evotinqindia.com
  • 2) Click on "Shareholders" module.
  • 3) Now enteryour user ID
    • a. For CDSL: 16 digits beneficiary ID,
    • b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
    • c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company,
  • 4) Next enter the Image Verification as displayed and Click on Login.
  • 5) If you are holding shares in demat form and had logged on to www.evotineindia.com and voted on an earlier e-voting of any company, then your edsting password is to be used.
  • 6) If you are a firsttime user follow the steps given below:
For Shareholders holding shares in Demat Form and Physical Form
PAN Enter your 10rdigit alpha-numeric *PAN issued by Income Tax Department
(Applicable for both demat shareholders as well as physical shareholders)
Shareholders who have not updated their PAN with the Company/
®
Depository Participant are requested to use the sequence number sent by
CompanyflTA or contact CompanyflTA.
Dividend
Bank Details
Enter the Dividend Bank Details or Date of Birth (in dd/mmAryryy format) as
recorded in your demat account or in the company records in order to login.
OR
Date of
Birth @08)
If both the details are not recorded with the depository or company, please
®
enter the member id / folio number in the Dividend Bank details field as
mentioned in instruction (v) ,

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7) After entering these details appropriately, click on "SUBMIT" tab.

Registered Office: 4th Floor, Sanbava Chambers, Sir. P. M. Road, Fort, Mumbai, Maharashtra, PIN: 400001. Telephone: 00 91 (22) 2266 3150 Fax: 00 91 (22) 22202 4657 E-mail: [email protected] Website: www.triochemoroducts.com Corporate Identity Number: L24249MH1972PLC015544

  • 8) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach `Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are elitlble to vote, provided that company opts for e-voting through CDSL platform. It is strongiv recommended not to share your password with any other person and take utmost care to keep your password confidential.
  • 9) For shareholders holding shares in physical form, the details can bc used only for evoting on the resolutions contained in this Notice.
  • 10) Click on the EVSN for TRIOCHEM PRODUCTS LIMITED on which you choose to vote.
  • 11) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the sane the option "YESINO" for voting. Select the option YES or NO as desired. The option YES inplies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
  • 12) Click on the "RESOLUTIONS FILE I.INK" if you wish to view the entire Resolution details.
  • 13) After selecting the resolution, you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confim your vote, click on "OK", else to change your vote, chick on "CANCEL" and accordingiv modfty your vote.
  • 14) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.
  • 15) You can also take a print of the votes cast by clicking on "Click here to print" option on the Voting page.
  • 16) If a demat account holder has forgotten the login password, then Enter the User ID and the inage verification code and click on Forgot Password & enter the dctalls as prompted by the system.
  • (vi) Facility for Non -Individual shareholders and custodians -Rcmotc voting
  • Non-Individual shareholders a.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotinfindia,com and register themselves in the "Corporates" module.

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  • A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emalled to helodesk. evotinq@ cdslindia. com.
  • After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for whch they wish to vote on.
  • The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.
  • A scanned copy of the Board Resolution and Power of Attorney OOA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the sane.
  • Altematively, Non Individual shareholders are required to send the relevant Boardd Resolution/ Authority letter etc. together with attested specinen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the emall address investor@triochemi>roducts.com if they have voted from individuaal tab & not uploaded saine in the CDSL e-voting system for the scrutinizer to verify the Sane.

19. INSTRUCTIONS FOR SHAREHOLDERS E.VOTING DURING MEETING ARE AS UNDER:

    1. The procedure e-Voting on the day of the AGM is same as the instructions mentioned above for Remote e-voting.
    1. Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote at the AGM
    1. PROCESS FOR THOSE SIIAREHOLDERS WIIOSE EMAII, ADDRESSES ARE NOT REGISTERED WITH THE DEPOSITORIES FOR OBTAINING I,OGIN CREDENTIALS FOR E.VOTING FOR THE RESOLUTIONS PROPOSED IN THIS NOTICE:
    1. For Physical shareholders -please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by emafl to CompanyflTA emal Id.
    1. For Demat shareholders -please provide Demat account details (CDSL-16 digit beneficiary ID or NSDL-16 digit DPID + CIJD), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aedhar Card) to CompanyATA emal ld.

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ReSseered Office: 4th Floor, Sanbava Chambers, Sir. P. M. Road, Fort, Mumbai, Mcharashtra, PIN: 400001. Telephone: 00 91 (22) 2266 3150 Fax: 00 91 (22) 22202 4657 E-mail: [email protected] Wc te: www.triochemoroducts.com corporate Identity Number: L24249MH 1972PLC015544

    1. If you have any queries or issues regarding attending AGM & e-voting from the CDSL e-Voting System, you can whte an email to hell)desk.evotin£@cdslindia.com or contact at 022- 23058738 and 022- 2sO58542/43.
    1. All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Manager, (CDSL,) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon FutumaL Mafatlal Mill Compounds, N M Joshi Marg, hewer Panel (East) , Mumbai -400013 or send an emall to helDdesk.evotin£@cdshadia.com or call on 022-23058542/43.

23. GENERAL INSTRucnoNs

    1. Members may avail dematcriaLization facility by opening Demat Accounts with the Depository Participants of wither Natioml Securities Depository Limited or Central Depository Services Qndia) Limited and get the equity share certificate held by them dcmaterialized. The ISIN No. of the Company is INE331E01013
    1. Members may also note that an electronic copy of the 49th Annual Report including Notice along with attendance slip and proxy form will be available on the Company's website at www.triochemDroducts.com Even after reSstering for e-communication, Members are entitled to receive such communication in physical form, upon maldng such a request for the same free of cost. For any communication, the shareholders may also send their request to the Company's investor E-mall ld : investor@ triochemDroducts. com

By order of the Board of Directors For Triochem Products linited

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Director

W, '-I.r Director & CEO

DIN: 00312080 DIN: 00312569 Place: Mumbai; Dated: 29`h]une 2021 RIngistend office : 4th Floor, Sambava Chambers, Sir P. M. Road, Fort, Mumbai: 400 001 GIN: L24249MH1972PLC015544 EEmail:[email protected]:Wcbsite:www.triochcmoroducts.com Phone No.: 9122 22663150; Fax No.: 9122 22024657

Registered Office: 4th Floor, Sambava Chambers, Sir. P. M. Road, Fort, Mumbai, Maliarashtra, PIN: 400001. Telephone: 00 91 (22) 2266 3150 Fax: 00 91 (22) 22202 4657 E-mail: info@ani]hrav.com Wchsite: www.triochemDroducts.com Corporate Identity Number: L24249MH 1972PLC015544

Amexure to Notice

PROFILE oF DIRECTORs sEEmNG AppolNTMENT / REAppolNTMENT AT THE AI\INUAL GENERAL MEETING

Pursuant to Regulation 36(3) of the SEBI qisting Obligations and Disclosure Requirements) Regulations, 2015, and pursuant to clause 1.2.5 of the Secretarial Standard on General Meetings (SS-2) the details of the Directors seeking appointment / re-appointment at the 49'h Annual General Meeting is furnished below:

Name of Director Mrs. Grace Ramu Deora
Director Identification Number 00312080
Designation Non-Executive Director
Date of Birth / Age 7th September 1948 / 73 Years
Qualification B.A.
Expertise Her knowledge of the business environment and vast
experience in general management and leadership has
been assets to the Company.
Date of first appointment in the current 30th March 2015
designation
Shareholding in the Company as on 31st 36,000
March, 2021
Directorships and Committee memberships Nil
held in other companies as on 318' March
2021 q=xcluding Private Companies)
Relationships with other Directors and Key Mr. Ranu S. Deora @IN 00312369) quusband)
Managerial Personnel Mr. Rajcsh R. Deora (DIN 00312316) (Son)
No. of Board Meetings attended during the Four
financial year 2020 -21
Terms and conditions of re-appointment Terms and Conditions shall be same as before Mrs.
Grace Ramu Deora (DIN 00312080) was appointed as a
Non-Executive Directors of the Company, liable to retire
by rotation. As per the resolution passed by the
Shareholders of the Company in the 46th Armual General
Meeting held on 25th August 2018.
Details of proposed remuneration Nil

The Board of Directors proposed the re-appointment of Mrs. Grace R. Dcroa as Non-Executive Director on the Board of Directors of the Company and recommends the resolution as set out at Item no. 2 of the Notice for the approval of the members at the ensuing Annual General Meeting.

Except Mrs. Grace R. Deora, Mr. Ranu S. Deora and Mr. Rajesh R. Deora and their relatives, no other Director or Key Managerial Persormel of the Company or their relatives arc conccmed or interested in the re-appointment of Mrs. Grace R. Deora as a Non-Executive Director of the Company, expect to extent of

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Registered Office: 4th Floor, Sambava Chambers, Sir. P. M. Road, Fort, Mumbal, Maharashtra, PIN: 400001. Telephone: 00 91 (22) 2266 3150 Fax: 00 91 (22) 22202 4657 E-mail: info@ani)hrav.com Websitc: www.triochemDroducts.com Corporate Identity Number: L24249MH1972PLC015544

Amexne to Notice

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 0F THE COMPANIES ACT, 2013:

Pursuant to Section 102 of the Companies Act, 2013 (`the act'), the following Explanatory Statement sets out all material facts relating to the Business mentioned under Item no. 3, 4 and 5 of the accompanying Notice dated 29th June, 2021.

Item No.3:

This explanatory statement is provided through strictly not require as per Section 102 of the Act.

M/s. Kanu Doshi Associates I,LP ¢CAI Fin Registration No. 104746W/W100096), Chartered Accountants, Mumbal were appointed as the statutory auditors of the Company for a period from five years at the ® Annual General Meeting of the company held on 26th August, 2017 to hold office from the conclusion of Forty Five till the conclusion of Fifty Annual General Meeting to be held in 2022.

As per the provision of Section 139(1) of the Act, their appointment for the above tenure is subject to ratification by members at every Annual General Meeting.

Accordingiv, ratification of the members is being sought for appointment of statutory auditors as per the proposal contained in the Resolution set out at item no. 3 of the notice.

The Board commends the Ordinary Resolution at item no. 3 for approval by the members. None of the Directors or Key Managerial Personnel pup) or relatives of Directors and KMPs is concerned or interested in the resolution set out at item no. 3 of the accompanying notice.

Item No. 4:

The Company is directed, under provision of Section 148 of the Act, read with the Companies (Cost ® Records and Audit) Rules, 2014, as aniended, to have the audit of its cost records conducted by a cost Accountant. Further, in accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified by the Members of the Company.

The Board of Directors, on the recommendation of the Audit Committee, approved the appointment of M/s. N. Ritesh & Associates, Cost Accountants (Ritesh N. T. Proprietors) (Certificate of Practices No. R100675), as the Cost Auditors of the Company to conduct audit of the cost records of the Company for the year ending Slat March, 2022, at a remuncration of Rupees Twenty Five Thousand plus applicable taxes and out-of-pocket expenses.

M/s. N. Ritesh & Associates have submitted a certificate regarding their eligivility for appointment as Cost Auditors of the Company. M/s. N. Ritesh & Associates have vast experience in the field of cost audit and have conducted the audit of the cost records of the Company for the past several years.

Registered Office: 4th Floor, Sambava Chambers, Sir. P. M. Road, Fort, Mumbai, Maharashtra, PIN: 400001. Telephone: 00 91 (22) 2266 3150 Fax: 00 91 (22) 22202 4657 Ermail: info@anl)hrav.com Wchsite: www.triochemDroducts.com Corporate Identity Number: L24249MH1972PLC015544

Accordingiv, consent if the Members is sought by way of an Ordinary Resolution as set out at Items No. 4 of the accompanying Notice for ratification of the remuneration amounting to Rs. Twenty Thousand plus an applicable tax and outof-pocket expenses payable to the Cost Auditors for the financial year ending March 31, 2022.

The Board commends the Ordinary Resolution set out at Item No. 4 accompanying Notice for the approval of the Members.

None of the Directors or Key Managerial Persormel of the Company and their respective relatives are concerned or interested, financially or otherwise, in the resolution at item No. 4 of the accompanying notice.

Item no. 5:

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Pursuant to Section 188 of the Companies Act, 2013 ("the Act"), read with Rule 15 of the Companies queetings of Board and its Powers) Rules, 2014 the Company is rcquircd to obtain consent of the Board and prior approval of the members by Special Resolution in case certain Related Party Transactions exceed such sum as is specified in the Rules. The aforesaid provisions are not applicable in respect trausactious entered into by the Company in the ordinary course of business on am's length basis. Though the Company always does the business with its related parties at arm lengiv and in ordinary course of business but there may be some trausactious done in the interest of the Company and for which your approval is required under the provisions of the Act.

The proposal oudined above is in the interest of the Company and the Board recommends the resolution setting out in accompanying Notice as Special Resolution.

None of the Director or Key Managerial Personnel of the Company is concerned or interested in the said resolution expect to extent of their sharcholding in the company or any other interest as Director or shareholder or partner or otherwise in such related party entity, if any. I-

The Board recommends this Resolution for your Approval.

By order of the Board of Directors For Triochem Products Limited

i?y-ytEL q= Grace R. Dcora

mrector DIN: 00312080

Ranu S. Dcora Director & CEO DIN: 00312369

Place: Mumbai; Dated: 29th]une 2021 Re9stend Office : 4th Floor, Sambava Chambers, Sir P. M. Road, Fort, Mumbai: 400 001

CIN: L24249MH1972PLC015544 Email : investor@ triochemDroducts. com: Website : www. triochemDroducts. com

e No.: 9122 22663150; Fax No.: 9122 22024657

Google Maps Triochem Products

ROUTE MAP to the venue of the 49th Annual General Meeting

Registered Office: 4th Floor, Sambava Chambers, Sir. P. M. Road, Fort, Mumbal, Maharashtra, PIN: 400001. Telephone: 00 91 @2) 2266 3150 Fax: 00 91 (22) 22202 4657 E-mall: [email protected] Website: www.triochemDroducts.com Corporate Identity Number: L24249MH1972PLC015544

BOARD'S REPORT & MANAGEMENT DISCUSSION AND ANALYSIS

To the Members,

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The Board of Directors are pleased to present the Forty-Nine (49th) Annual Report on the business and operation of the Company along with the Audited Financial Statements for the Financial Year ('FY') ended Slat March 2021.

FINANCIAL RESULTS Qupee in Lakh)
Particulars Year endedMarch2021 Year endedMarch2020*
Revenue from Operation 1,393.84 2,003,18
Earnings Before Interest, Tares, Depreciation and Amortization (33.33) 494.83
Less: Finance Cost 10.90 2;2.ffrl
Less: Depreciation and Amortization Expense 13.88 16.68
Profit before exceptional items and tax (58.11) 455.18
Exceptional Itc ms
Profit Before Tax (58.11) 455.18
Less: Tax Expense (13.41) 114.90
Profit for the period from continuing operations (44.70) 340.28
Profit before tax from discounted operations
Tax expense of discontinued operations
Profit for the period from discontinued operations
Profit for the period (44.70) 340.28
Other Comprehensive Income (net of tax) (1.75) (0.22)
Total Comprehensive Income (1.75) (0.22)
Opening balance in Retained Eaming§ 1,01533 675.05
Closing balance in Retained Earnings 970.63 1,015.33

* Previous year figure has been recast/iestated.

DrvlDrun

Since there is loss, the directors are unable to recommend any dividend for the financial year ended March 31, 2021. The Dividend Distribution Policy of the Company is set out as "Anne"re A" and the sane is pposted on the Company's website at following the link:

htto:/furww.triochemoroducts.comAnvestor+relationsthvestor+elations.asi)x.

TRANSFER OF AMOuNTs ro INVEs'ItoR EDucATION AND pROTEc'IION Fur\ro

Your Company did not have any funds lying unpald or unclalmed for a period Of seven years. Therefore, therewerenofundswhichwererequiredtobetransferredtolnvestorEducationandprotectionFundQEPD.

AMOur\IT CARRIED roRWARD ro RESERVEs

The Board of Directors have decided to adjust the entire amount of loss for the FY 2020-21 in the profit and loss account.

TRIOCHEM PRODUCTS LIMITED Registered Office: 4th Floor, Sambava Chambers, Sir. P. M. Road, Fort, Mumbal, Maharashtra, PIN: 400001. Telephone: 00 91 @2) 2266 3150 Fax: 00 91 (22) 22202 4657 Email: [email protected] ._I-_ •- CHEM - Website: www.triochemproducts.com Corporate Identity Number: L24249MH1972PLC015544

ORGANISATIONAL RESILIENCE & COMBATING COVID.19

In these difficult times of the Covid-19 pandemic, resilience for an organization is paramount. During the year, the Company focused on achieving its business goals hand-in-hand with improving cash from operations and cutting costs. Necessary efforts were made towards business continuity and resilience,

The Company has endeavored to expand in areas of digital technology and upskill its employees during the year. Efforts were made to support the work, workforce, and workplace experiences by an ecosystem of virtual resources, digital technology and behavior that has defined work as a thing we do, not place we go to, resulting in quality pcrfomance and output.

The office-based employees sustained the practice of remote workingtworking from home with the help of adequate digital and other assistance and those working from plans and other locations always ensured undertaking utmost care and precaution.

COMPANY' S PERFOMANCE

During the financial year 2020-21, revenue from operation decreased to Rs.1,393.84 lakhs as against Rs. 2,003.18 lakhs in previous year. Cost of goods sold as a percentage to revenue from operation increase to 90.47% as against 67.95% in the previous year. Employee cost as a percentage to revenue from operations increase to 4.80% as against 4.11% in the previous year. Other expense as a percentage to revenue from operations increase to 8.08% as against 5.57% in the previous year. The loss after tax for the current year is Rs.44.70 lakhs against profit of 340.28 lakhs in the previous year. Increased in cost resulted in net loss in the cunent year.

The Company is taking all necessary measures in tens of mitigating the inpact of the challenges being faced in the business. The Company is working towards being resilient in order to sail through the current situation. It is focused on controlling the fixed costs, maintaining liquidity and closely monitoring the supply chain to ensure that the manufacturing facilities operate smoothly.

BUSINESS O PERATI0NS

During the year under review reduce business activity due to the on-going Covid-19 pandemic in India as well as its customers markets. The view taken was unavailal)ility of persons in the target customer offices in their countries due to revised work culture i.e. work from home. The business being such that requires personal presentation & relationship building has taken a tremendous hit & is unlikely to see any possibility of revival with the addition of new customers in the immediate future due to uncertainties on account of the prevalent worldwide pandemic, even business from the company's regular customers is likely to shrink by 50% in the short term. Add to this the devastating effect the second ware of Covid-19 has had in India, leading to massive disruptions across supply of chain. Given this, we do not see significant improvement till overseas markets open completely. Till such time, the Company will complete pending orders and any new order received from regular customers. The Company will temporarily reduce activities till a clearer emerges.

TRIOCHEM PRODUCTS LIMITED Registered Office: 4th Floor, Sambava Chambers, Sir. P. M. Road, Fort, Mumbai, Maharashtra, PIN: 400001. Telephone: 00 91 (22) 2266 3150 TRto •- CHEM Fax: 00 91 @2) 22202 4657 E-mall: info@aml]hrav.com Website: www.triochemi]roducts.com Corporate Identity Number: L24249MH1972PLC015544

The Company has cousidercd the possible effects, if any that may impact the carrying amounts of inventories, receivables, goodwill, intangibles, and other assets. In making the assumptions and estimates relating to the uncertainties as at the balance sheet date in relation to recoverable amounts, the management has considered subsequent events, internal and external information and evaluated economic conditions prevailing as at end of financial year 51" March 2021.

The Company expects no inpaiment to the carrying amounts of these assets. The Management will continue too closely monitor any changes to future economic conditions and asses its impact on the operation.

The Company has sufficient liquidity to meet its financial obligations. There is no major impact on the collection from our customers and we are also making regular payments to our suppliers, employees, and other concerned persons. The liquidity position of the company is in comfortable zone.

The market is expected to stable during the end of FY2021-22, with the expectation of an improvement in the market conditions during the year, the Company will endeavor to 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. Intcmal control systems have been well established and cost consciousness in factory operation will lead to inproved profitability in the long run. Your Directors are confident that the company will improve the performance in the current year

OUTLOOK 2021.2022

Global Development and Their Effect: The economy cane to standstill during 2020 due to the COVID-19 pandemic. The ensuing lockdowns impacted consumer sentiments which resulted in the contraction of the economy by 3.3% during the year. Several developed and emerging nations are witnessing the second and third wave of the virus and this has caused uncertainty in the near to medium term recovery. Most countries have launched nationwide vaccination initiatives to restrict the virus. This is anticipated to bring some relief to economic activity in 2021. The combination of gradual easing of lockdowns, mass vaccination drives, and accommodative monetary pdicies are anticipated to support the global economic recovery.

hdian Economy: The Indian economy was impacted during 2020-21 on account of internal and extcmal factors. This was further aggravated due to the pandemic. During the second half of the year, the country experienced a V-shaped recovery post the gradual opening of the economy. There are still uncertainties in the overall recovery in the near term due to the second phase of the covid-19, however the situation is gradually inproving. Furthermore, continued public investment, accelerated vaccine rollout and surge in domestic demand is anticipated to support the growth forecast for the current year.

Effect on Manufacturing Sector: The manufacturing sector was drasticauy impacted by the pandemic. China, which is the manufacturing hub of the world, was severally inpacted by the lockdowns. It brought manufacturing facilities to a standstill, derailing the entire global supply chain. Mandatory closures,

TRIOCHEM PRODUCTS LIMITED Registered Office: 4th Flcor, Sambava Chambers, Sir. P. M. Road, Fort, Mumbai, Maharashtra, PIN: 400001. Telephone: 00 91 (22) 2266 3150 Fax: 00 91 (22) 22202 4657 E-mail: info@aml]hrav.com TRlo ` CHEM Website: www.triochemDroducts.com Corporate Identity Number: L24249MH1972PLC015544

changes in buyer behaviour, disruptions to the supply chain, amongst other factors, contributed to the overall risk that the manufacturing industry is facing. The industry felt most of the impact, causing unemployment, decreases in revenue, and notal)le delays in production.

Specialty Perfomance Chemicals and Solutions Manufacturing Industry: All the major sectors of the process manufacturing industry are faced supply chain disruptions during the pandemic. This has led to a majority of the companies adapting to the new norm and innovate to remain

relevant. The need of the hour though, for them, is to: . Introduce worker safety measures, along with best hygiene & sanitization practices, at work; . Revisit their sourcing strategies, and line up alternate suppliers; • Rationalize their product ranges; . Evaluate supply chain agivity, and make it more resilient; . Review their crisis or emergency response plans; . Optimize and streamline e{ommerce and distribution networks

API is the largest segment of Indian Pharmaceutical Market. Depending on Apt type, the market is divided into biological Apt, synthetic chemical API and high potency active pharmaceutical ingredients QIPAPI) , The biological API segment is further categorized into biotech and biosinflar. The synthetic chemical API segment is further divided into branded/innovative and generic/non- branded. The global API market is segmented based on synthesis, business type, therapeutic applications, and geography. Depending on synthesis, the market is classified into synthetic API, biotech API and HPAPI. The major factors driving the synthetic chemical API market are patent expiration of synthetic drugs (small molecule drugs), increasing number of small molecules in clinical trials, and increasing outsourcing by the pharmaceutical companies.

In case of Active Pharma Ingredients (API) industry, China's loss could be India's gain. The disruption of trade supplies during COVID-19 pandemic has brought spotlight on the excessive dependence on neighbouring countries for API and Key Starting Materials qsMs). Meanwhile, India's border skirmishes with its neighbour have also added fuel to the fire.

The percentage of API inports from China has spiked from 1% in 1991 to 70% in 2019 and in recent past the actual market price of some of the Apls which are inported from China have gone up steeply. In context of the recent coronavirus outbreak, it has the potential of disrupting supplies of essential medicines, resulting in price volatility and ultimately leading to a situation where medicines are not avallal]le to patients. With up to two thirds of the total imports of bulk drugs or drug intermediaries being imported from China, any supply shock can literally put a halt on drug production in India and create huge shortages. As per the PwC report based on 68 critical Apls captured from 19 leading pharmaceutical companies, 50% of the critical Apls are being imported and almost all the inports are from China. Domestically produced Apls cover approxinately 50% of the total quantity however, KSMs for most Apls are still sourced from China.

API accounts for almost 100% of the total inports and because of this API prices have been very volatile and prices going up by more than 100% in recent past. High dependence on a single source can have significant impact in emergency-like situations.

Retlstered Office: 4th Floor, Sanbava Chambers, Sir. P. M. Road, Fort, Mumbai, Maharashtra, PIN: 400001. Telephone: 00 91 (22) 2266 3150 Fax: 00 91 (22) 22202 4657 E-mail: info@ami]hrav.com Website: www.triochemoroducts.com Corporate Identity Number: L24249MH 1972PLC015544

Challengesgalore:TheChineseAPIindustryhasaninherentadvantagebecauseofeconomiesofscaleand the support from its government in the form of financial incentives, infrastructure and regulatory policies. It has lower capex requirements due to large Special Economic Zones (10-15x the size of Indian SEZs). Apartfromthatlowerborrowingcostsof5-7%inChinaversus11-14%inlndiahelpthelocalindustrythrive well. Other factors include lower logistics costs, 1% of total costs in China as against 3% for India besides lower conversion costs as labour and electricity costs in China are relatively cheaper.

Indian API manufacturers lost competitive edge to manufacture lower cnd of the spectrum for Apls and fermentation technology to countries like China, majorly on account of factors like stricter implementation of pouution control norms, leading to higher costs of manufacturing Apls in India and issues in interpretation of the laws. Over that there are issues such as financial incentives like lower tax, cheaper utilities, and land subsidy to lower capex requirements. hack of large-scale mega parks to manufacture bulk drugs needs attention too.

Way forward: Given the fact that the domestic API industry has been struggling for a long time because of high dependence on China, it becomes even more prudent for the country to revive the domestic industry in the wake of an ongoing pandendc. To achieve that, the government has to review certain policies like stricter implementation of pollution control norms, inplementation of the Drug Price Control Order @PCO), 2013, lower import duties and address issues facing indigenous fermentation industry that have deeply affected the API industry.

Following API constraints due to the coronavrfus, the Indian government has taken measures to bolster domestic capal]ilities. Earlier in March this year, the government had approved the Production Linked Incentive ¢LI) scheme focusing on Apls and API Parks scheme to boost competitiveness of India's indigenous manufacturing. The scheme aims to reduce India's dependence on China for Apls to produce crucial antibiotics, anti-HIV drugs, vitamins and cardio medicines.

Apls, popularly known as bulk drugs, produced under the scheme will now also be allowed for experts apart from sales in the domestic market. A committee appointed by the Department of Pharmaceuticals Pop) to chart a roadmap for an ambitious Rs.10,000 crores scheme to boost the production of raw materials for crucial drugs has readied an implementation plan. Rs.6,490 crore have been earmarked as incentives for companies making key starting materials for critical drugs and another Rs.3,000 crores has been reserved for creating bulkchg parks in various states.

However, the industry faces the challenge of escalating costs if it tries to scale up the local production of Apls, KSMs and solvents. Escalating costs are a challenge to profitable production and the private sector might not be a wholesome game for it. It is important therefore that the Government helps finance or subsidize production for the next few years either through public laboratories or through public private partnerships.

Registered Office: 4th Floor, Sambava Chambers, Sir. P. M. Road, Forty Mumbal, Mcharachtra, PIN: 400001. Telephone: 00 91 @2) 2266 3150 Fax: 00 91 @2) 22202 4657 E-mail: [email protected] Website: www.triochemoroducts.com Corporate Identity Number: L24249MH1972PLC015544

In keeping with the feedback from the industry, the government has further tweaked the PLI scheme for bulk drugs to extend the incentives to exports of the products and ease other norms such as minimum investment threshold. The move is set to encourage more drugmakers to apply for the scheme and boost production of active Apls used in making medicines. ¢e/erence jndz.¢acbGow¢c¢/"e®t;s,. /»dl'¢'s AP/ frodzrstry tostrthegolddwhng2021;50%OftbecriticalAplsarebeingtmportedandalmostalltbeinportsarefrom Cbira; By Rabul Koul | December 21, 2020)

SELARE CAPITAL

During the financial year under review Rs.24,50,000/-comprising of 2,45,000 equity shares of Rs.10/-each continues to be the issued and paid-up capital of the Company,

During the financial year 2020-2021, the Company has not issued any Equity Shares with differential voting rights, granted stock options nor issued sweat Equity Shares.

LISTING AT STOCK EXCHNAGES

The equity shares of the Company continue to listed and traded in BSE Limited. The Annual Listing fees for the year 2020-21 has been paid to the stock exchanges. There was no suspension on shares of the Company during the year.

DEMATERIALIZATION

Your Company has tied up with National Securities Depository Ltd. OJSDI.) and Central Depository Services qndia) 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.

SUBSIDIARIES, JOINT VENTURE OR ASSOCIATES COMPANIES DURING THE YEAR

During the year under review, Company does not have any subsidiaries, joint ventures, or associated companies, therefore disdosures in Form AOC-1 are not provided in this report. The policy for determining Material Subsidiaries in terns of Regulation 16(1)(c) of the Listing Regulation is not applicable to the Company.

CRED IT FACILITIES

Your Directors wish to place on record their appreciation for the support from Company's bankers namely State Bank of India. The Company's finance position continues to be robust. During the year under review, the cash generation from operation reflect a substantial increase. This has been the Company's philosophy throughout and can be vouched over the years. The Company is zero debt company. The borrowings are taken for short term requirements.

NEW PROJECTS

The Company assesses the future infrastructure requirements and continuously invests in the same on need basis. During the financial year under review the Company has spent Rs.2.37 lakhs towards capital enditures.

Registered Office: 4th Floor, Sambava Chambers, Sir. P. M. Road, Fort, Mumbai, Maharashtra, PIN: 400001. Telephone: 00 91 (22) 2266 3150 Fax: 00 91 (22) 22202 4657 E-mall: info@aml]hrav.com Website: www.triochemoroducts.com Corporate Identity Number: L24249MH1972PLC015544

CIIANGE IN THE NATURE OF THE BUSINESS, IF ANY

There has been no change in business of the Company during the year under review.

MATERIAL CIIANGES AND COMMITMENTS, AFFECTING THE FINANCIAL POSITION OF THE COMPAV.

There are no material changes and commitments affecting the financial position of the Company that have occurred between the end of the financial year of the Company to which the financial statements related and the date of the Report i.e. between 31" March 2021 to 29th June 2021.

slGNIFlcANT AND MATERIAI, oRDERs pAssED By THE REGulATORs oR couRTs oR TRIBUNArs

No significant material orders have been passed by Regulators or Courts or Tribunals which would inpact the going concern status of the Company and its future operations.

INSURANCE

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

AWARDS

Your Company has not received any Award during the financial 2020-21.

INTERNAL CONTROL sysThM AND THEIR AI)EQUAar

Internal financial control systems of the Company are commensurate with the nature of its business and the size and complexity of its operations. The internal control procedures have been planned and designed to safeguard and protect from loss, unauthorized use, or disposition of its assets. All the transactions are probably authorized, 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.

As require by the Companies Act 2013, your Company has implemented an Internal Financial Control ¢FC) Framework. Section 134(5) (e) requires the Directors to make an assertion in the Directors Responsibility Statement that your Company has laid down internal financial controls, which are in existence, adequate and operate effectively. Under Section 177(4)(vii), the Audit Committee evaluates the internal financial controls and malres a representation to the Board. The purpose of the IFC is to ensure that policies and procedures adopted by your Company for ensuring the orderly and efficient conduct of its business are implemented, including policies for and the safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and tinely preparation of relial>le financial information. The IFC implementation required all processes of your Company to be documented alongside the controls within the process. All processes were satisfactouly tested for both design and effectiveness the year.

Rectstered Officc: 4th Floor, Sanbava Chambers, Sir. P. M. Road, Fort, Mumbal, Maharashtra, PIN: 400001. Telephone: 00 91 (22) 2266 3150 TRIo ` CHEM Fax: 00 91 (22) 22202 4657 E-mall: info@ami]hrav.com Website: www.triochemoroducts.com Corporate Identity Number: L24249MH 1972PLC015544

The Audit Committee reviews the adequacy and effectiveness of the Company's internal control environment and monitors the implementation of audit recommendations, including those relating to strengtheulngoftheCompany'sriskmanagementpolicicsandsystems.Theultimateobjectivebeing,aZero Surprise, Risk controlled Organization.

FINANCIAL STATEMENTS

As per Regulation 33 of the Securities and Exchange Board of India qisting Obligations and Disclosure Requirements) Regulations, 2015 ¢ereinafter referred to as "Listing Regulations") and applical)le provisions of the Companies Act, 2013 read with the Rules issued thereunder, the Financial Statements of the Company for the financial year 2020-21 have been prepared in compliance with applicable Accounting Standards and on the basis of audited financial statements of the Company, as approved by the respective Board of Directors.

FIRED DEPOSIT

The Company did not accept any fixed deposits within the meaning of section 73 of the Companies Act, 2013 during the year. No amount on account of principal or interest on deposits from public was outstanding as on date of the Balance Sheet.

PARTICUIARS OF I,OANS, GUENTEES OR INVES"ENTS

During the year under review, the Company has not given any investment. Further, the Company has not given any loans or corporate guarantee or provide any security covered under the provisions of section 186 of the Companies Act, 2013.

REIATED PARTY TRANSACTIONS

All Related Party transaction that were enter into during the financial year were on an arm's length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Regulation.

TRIOCHEM PRODUCTS LIMITED kegistered Office : 4th Floor, Sambava Chambers, Sir. P. M. Road, Fort, Mumbal, Maliarashtra, PIN: 400001. Telephone: 00 91 (22) 2266 3150 Fax: 00 91 (22) 22202 4657 E-mail: [email protected] Website: www.triochcmDroducts.com Corporate ldentrty Number: L24249MH1972PLC015544

No material Related Party Transaction were entered into during the financial year by the Company. Therefore, the disclosure of Related Party Transaction as required under Section 134(3)a) of the Act on Fom AOC-2 is not applicable to the Company.

All Related Party Transaction are placed before the Audit Committee for review and approved. Prior omnibus approval of the Audit Committee is obtained on an annual basis for the transactions which are planned/repetitive in nature and omnibus approvals are taken as per the policy laid down for unforeseen transaction. Related Party Transactions entered into pursuant to omnibus approval so granted are placed before the Audit Committee for its review on quarterly basis, specifying the nature, value and terms and conditions of the transactions. All the Related Party Transactions under Ind AS-24 have been disclosed at a :;:e(;)t&)t:: t:mea::I:psia::smAec::2:°L#a8dpVlartth°RfuTeLS8(#ouf¥h:ecpo°:pi°L=(i:c:-u2n?s;::fst, t2°o]S4ecdt:°e: not form part of this report.

The Company has a polity on Related Party Transaction in place which is in line with the Act and the Listing Regulations and the same is also available on the Company's website at htto:/twww.triochemoroducts.com/investor-relations/investor-relations.asi)x.

DIRECTORS AND KEY MANAGEREL PERSONNEL

The Board received a declaration from all the directors under section 164 and other applicable provisions, if any, of the Companies Act, 2013 that none of the directors of the company is disqualified under the provision of the Companies Act, 2013 (`Act') or under the SEBI qisting Obligations and Disclosure Requirements) Regulations, 2015.

Appointment and Cessation:

Mr. Girish Kumar Pungalia PIN: 00032757) and Mr. Sunil S. Jhunjhunwala PIN: 00312529) were appointed as Independent Director of the Company in accordance with the approval of the Members Obtained at the Annual General Meeting (`AGM') held on 26th September 2020.

Retirement by rotation and subsequent re-appointment:

In accordance with the provision of Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re{nactment(s) thereof for the time being in force) and the Articles of Association of the Company. Mrs. Grace Ramu Deora @IN: 00312080) OJon-Executive Director) Director of the Company, retires by rotation at the ensuing AGM and being eligible, has offered himself for reappointment. In accordance with the provisions of the Companies Act, 2013 read with the Rules issued thereunder, the Listing Regulations and the Articles of Association of the Company, the Independent .Pjrsctors and the Managing Director of the Company are not lial]le to retire by rotation.

TRIOCHEM PRODUCTS LIMITED Realstered Office: 4th Floor, Sanbava Chambers, Sir. P. M. Road, Fort, Mumbai, Maharashtra, PIN: 400001. Telephone: 00 91 (22) 2266 3150 TRIo --CHEM Fax: 00 91 @2) 22202 4657 E-mail: [email protected] Wchsite: www.triochemDroducts.com Corporate Identity Number: L24249MH1972PLC015544

The said re-appointment and terms and conditions thereof shall be approved by the members at ensuing AGM as per the provision of the Act and Listing Regulations, Accordingly, a resolution is being proposed in the notice of 49th AGM for the approval of the members of the company.

Pursuant to the provision of Regulation 36 of the SEBI qisting Obligations and Disclosure Requirements) Regulation, 2015 and Secretarial Standard 2 on General Meeting issued by Institute of Company Secretaries of India ¢CSI), brief particulars of the directors proposed to be appointed/re-appointed are provided as an annexure to the notice convening the AGM.

Composition of the Board:

The Company's policy is to have an appropriate blend of non{xecutive and independent directors, to maintain the independence of the Board functions of governance and management.

The composition of the Board of Directors is fully complied with the provision of the Companies Act, 2013 and Regulation 17 of the Listing Regulations, including the appointment of requisite number of Independent Directors and Woman Director. As on 31 March 2021, the Board comprised of two (2) Non-Executive Independent-Directors and four (4) Non-Executive Non-Independent Directors. Woman Director is a Non€xecutive Non-Independent Directors. The Board has no institutional director.

Independent Directors with materially significant, pecuniary, or business relationship with the Company:

There is no pecuniary or business relationship between the Non-ExecutiveAndependent Directors and the Company. A declaration to this effect if also submitted by all the Directors at the beginning of each financial year'

Independent Directors :

In term of Section 149 of the Act, Mr. Girish Kumar Pungalia @IN: 00032757) and Mr. Sunil S. ]hunjhunwala @IN: 00312529) are the Independent Directors of the Company. The Company has received a declaration from all the Independence Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1) a) of the Listing Regulation (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and are independent from the management and have confirmed that they do not hold directorship more than the prescribed limit in the Listing Regulations. The Independent Directors of the Company hold office till the end of their term of appointment or until completion of 75 years, whichever is earlier. They are not liable to retire by rotation in terms of Section 149(13) of the Act. The Independent Directors have also confirmed that they have complied with the Company's Code of Conduct.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in chemicals/manufacturing industry, strategy, auditing, tax and risk advisory services, financial services, corporate governance, etc. and that they hold standards of integrity. They have a pivotal role in safeguarding the interests of all stakeholders. The Company has also issued formal

Registered Office: 4th Floor, Sambava Chambers, Sir. P. M. Road, Fort, Mumbai, Maliarashtra, PIN: 400001. Telephone: 00 91 (22) 2266 3150 Fax: 00 91 (22) 22202 4657 E-mall: [email protected] Wchsite: www.triochemDroducts.com Corporate Identity Number: L24249MH1972PLC015544

appointment letters to all the Independent Directors in the manner provided under the Companies Act, 2013 read with the Rules issued thereunder. The tenns and conditions for appointment of independent directorandasampleletterOfappointmentissuedtothe,arepostedontheCompany'swebsiteatfollowing the link: htti] : /twww. triochemDroducts.com/investoruelations/investomelatious. asox

The Independent Directors of the Company got included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs in tens of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification Of Directors) Rules, 2014.

Fandliarization programmes for the Independent Directors:

The Independent Directors are finiliarized through various progranmes on a continuing basis including the following:

  • (a) Nature of the industry in which Company operates;
  • a) business model of the Company;
  • (c) roles, rights, responsibilities of Independent Directors etc.,

In Compliance with the requirements of SEBI Regulations, familiarization progranmc along with their role, rights and responsibilities as Directors, the working of the Company, nature Of the industry in which the Company operates, business model, etc. it is also display on wibsite of the Company at following the link: htto:/twww.triochemoroducts.comfroloadsThvestoruelations/bdfathmilarizationroroeram-forindeDendentrdirectors-31.Ddf

COMMITTEES OF THE BOARD

The Board of Directors has the following Committees along with their composition, number of meetings and attendance at the meetings are provided:

1. Audit committee:

The Audit Committee function in accordance with Section 177 of the Act, 2013 read with the Rules issued thereunder and Regulation 18 of the Listing Rcgulatious and its Charter adopted by the Board. The term of reference of the Audit Committee. The members of the Audit Committee are financially literate and have experience in financial management.

The Audit Committee comprises of the following directors and Attendance of Directors at the Committee Meetings held during the financial year ended 31 March 2021.

Name Status Category Meeting
Held Attended
Mr. Sunil S. Jhunihunwala Chaiman Non-Executive - Independent Director 4 4
Mr. Girish Kumar Pungalia Member Non-Executive - Independent Director 4 4
Mrs. Grace R. Deora Member Director 4 4

have been no instances during the year when recommendations of the Audit Committee were not ted by the Board.

TRIOCHEM PRODUCTS I,IMITED Registered Office: 4th Floor, Sambava Chambers, Sir. P. M. Road, Fort, Mumbal, Maharashtra, PIN: 400001. Telephone: 00 91 ¢2) 2266 3150 Fax: 00 91 (22) 22202 4657 Ermail: [email protected] ._I-_ `. CHEM Website: www.trtochcmDroducts.com Corporate Identity Number: L24249MH1972PLC015544

The Nomination and Remuneration Committee (`NRC') functions in accordance with Section 178 of the Act, Regulation 19 of the Regulations and its Charter as adopted by the Board.

The Nomination and Remuneration Committee comprising of the following directors and Attendance of Directors at the Committee Meetings held during the financial year ended 31 March 2021.

Name Status Category Meeting
Held Attended
Mr. Sunil S, Jhunjhunwala Chalman Non-Executive - Independent Director 4 4
Mr. Girish Kumar Pungalia Member Non-Executive - Independent Director 4 4
Mrs. Grace R. Deora Member Director 4 4

All the recommendations made by the Nomination and Remuneration Committee were accepted by the Board of Directors of the Company.

3. Stakeholders' Relationship committee:

The Stakeholders Relation Committee (`SRC') looks into various aspects of interest of shareholders. The Committee oversees perfomance of the Registrar and Share Transfer Agents of the Company relating to investor service and recommends measures for improvement.

The company is having a Stakeholders Relationship Committee comprising of the following directors and Attendance of Directors at the Committee Meetings held during the financial year ended 31 March 2021.

Name Status Category Meeting
Held Attended
Mr. Sunfl S. Jhunjhunwala Chairman Non-Executive - Independent Director 4 4
Mr. Girish Kumar Pungalia Member Non-Executive - Independent Director 4 4
Mrs. Grace R. Deora Member Director 4 4

All the recommendations made by the Stakeholders Relationship Committee were accepted by the Board of Directors of the Company.

REV MAI\IAGERIAL PERSONNEL (`"P'):

Mr. Ranu S. Deora, Director & Chief Executive Officer; Mr. Puran J. Parmar, Chief Financial Officer; and Ms. Ureca Shirish Shirole, Company Secretary & Compliance Officer, are Key Managerial Personnel of the Company in accordance with the provisions of Section 2(51), and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulations 6(1) of Securities and Exchange Board of India qisting Obligations and Disclosure Requirements) Regulations, 2015.

There has been no change in the Key Managerial Personnel Q[MP) during the financial year.

uneration of directors, key managerial personnel, and particulars of employees:

Registered Office: 4th Floor, Sambava Chambers, Sir. P. M Road, Fort, Mumbal, Maharashtra, PIN: 400001. Telephone: 00 91 @2) 2266 3150 Fax: 00 91 (22) 22202 4657 Eunall: [email protected] Wchsite: www.triochcmDroducts.com Corporate Identity Number: L24249MH1972PLC015544

The remuneration paid to the Directors is in accordance with the Nomination and Remuneration policy formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the listing Regulations (including any statutory modifications(s) or re{nactments(s) thereof for the time being in Force). The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re€nactment(s) thereof for the time being in force) in respect of Directors/employee of the Company is as follows:

Thecompanydirectorhasforgoneremuneration.Furthernosittingfechasbeenpaidtoanydirectorduring the financial 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 increase in remuneration of employees other than the Key Managerial Personnel is considerably in line with the increase in remuneration of Key Managerial Personnel. It is affimed that the remuneration paid to the Directors, Key Management Persomcl and senior management is as per the Nomination and Remuneration Policy of 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 sane, such member may write to the Chief Financial Officer in advance.

Nomination and Remuneration Potty:

The Company has formulated and adopted the Nomination and Remuneration Policy in accordance with the provisions of Companies Act, 2013 read with the Rules Issued thereunder and the Listing Regulations. The said Policy of the Company, /%Jer ¢/!¢, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment if Executive, Non-Executive and Independent Directors on the Board of Directors on the Board of Directors of the Company and persons in the Senior Management of the Company, their remuneration including determination of qualifications, positive attributes, independence of Directors and other matters as provided under sub-section (5) of section 178 of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being inforce).

The Policy is also available on the website of the Company at following the link: htto:/ftriochemoroducts.comAioloadsAnvestor-relations/ndfs/nomination-and-remuneration-oolicv-26.ndf

Evaluation:

Registered Office: 4th Floor, Sambava Chambers, Sir. P. M Road, Fort, Mumbal, Maharashtra, PIN: 400001. Telephone: 00 91 @2) 2266 3150 Fax: 00 91 (22) 22202 4657 E-mail: [email protected] TRto ` - CHEM Website: www.triochem|]roducts.com Corporate Identity Number: L24249MH1972PLC015544

NUMBER OF BOARD MEETING HELD

® #;L8°Thared d°:t:sir::tow:i::LL:emeetset::u: tw¥recs i:Lr:eth2e7gTT:nceLal2oy:o¥ 2fro°thmA:8:uAs:¥o:::01 :: iLo8|e¥ 2020, and 12th February 2021

INDEPENDENT DIRECTOR MEETING

Schedule IV of the Companies Act, 2013 and the Rules thereunder and Regulation 25(3) of SEBI qoDR) Listing Regulation 2015, the Independent director held their separate mccting on 30th March 2021, without attendance of non-independent directors and members of Management, to inter alia: ALL Independent directors were present in meeting.

ATTENDANCE OF DIRECTORS

Attendance Of Directors at the Board Meetings held during the financial year ended 31St March 2021 and at last AGM:

Name of Director(inalphal>eticalorder) Category Numberofmeetings Attendance at the last AGM
Held Attended Held
on
26th
September2020'
Mr. Girish Kumar Pungalia Non-Executive,Independent 4 4 Yes
Mrs. Grace R. Deora Non-Executive 4 4 Yes
Mr. Shyan Sunder Sharma Non-Executive 4 3 Yes
Mr. Surd S. Thunjhunwala Non-Executive,Independent 4 4 Yes
Mr. Rajesh R. Dcora Non-Executive 4 4 Yes
Mr. Ranu S. Deora Non-Executive 4 4 Yes

CO RPORATE GOVERNANCE

In terms of circular no.: CIR/MRI)DSAB1#013 dated 30.03.2013 and circular no. : CIR/CFD#OLICYCELL/ 7/2014 dated 15.09.2014 issued by the Securities and Exchange Board of India, Regulation 15 of Securities and Exchange Board of India qisting Obligations and Disclosure Requirements) Regulations, 2015 shall not apply to listed entities having paid up equity share capital not exceeding rupees ten crore and net worth exceeding rupees twenty five crore, as on the last day of the previous financial year. In this cormection,

TRIOCHEM PRODUCTS LIMITED Registered Office: 4th Flcor, SambavA Chambers, Sir. P. M Road, Fort, Mumbai, Maliarashtra, PIN: 400001. Telephone: 00 91 @2) 2266 3150 Fax: 00 91 (22) 22202 4657 E-mail: [email protected] TRro `` CHEM Website: www.triochemDroducts.com Corporate Identity Number: L24249MH1972PLC015544

we wish to inform you that in respect of our Company as on the last audited balance sheet as at 31.03.2021 paid up equity capital of the company is Rs.24.50 lakh whch is less than ten crores and net worth Rs.11.71 Crore which is less than rupees twenty-five crore. Hence, Regulation 15(2) of securities and Exchange Board of India qisting Obligations and Disclosure Requirements) Regulations, 2015 not be apphicable to us.

DIRECTOR's REspONslBILlrv sTA"ENT

Based on the framework of internal financial control and compliance system established and maintained by the Company, work performed by the Internal, Statutory, Cost and Secretarial Auditors, including audit of the intcmal financial control over financial reporting by the Statutory Auditor and the reviews performed by Management and the relevant Board Committee, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2020-21.

Accordingiv, pursuant to Section 134(3) (c) and 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that for the year ended March 31, 2021 :

  • a) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;
  • b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonal)le and prudent so as to give a true and fall 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) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
  • d) they have prepared the annual accounts on going concern basis;
  • e) they have laid down internal financial controls to be followed by the Company and that such intcmal financial controls are adequate and are operating effectively; and
  • f) they have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

AunlT AND AUDITORs

1) Statutory Auditors:

At the AGM of the Company held on 26th August 2017 pursuant to the provisions of the act and the Rules made thereunder, M/s. Kanu Doshi Associates LIJ', Chartered Accountants (`KDA') firm Registration No. 104746W/W100096), were appointed as the Statutory Auditors of the Company from the conclusion of the 45tb AGM held on 26th August 2017 tar the conclusion of the 50th AGM to be held in the year 2022. i.e. for a of 5 years. The Company received their consent along with a certificate from the auditors confirming

Registered Office: 4th Floor, Sambava Chambers, Sir. P. M. Road, Fort, Mumbal, Maharashtra, PIN: 400001. Telephone: 00 91 @2) 2266 3150 Fax: 00 91 @2) 22202 4657 E-mall: [email protected] Websitc: www.triochemDroducts.com Corporate Identity Number: L24249MH1972PLC015544

that they have not attracted any disqualifications as prescribed under the Companies Act, 2013 and the Chartered Accountant Act, 1949 read with rules made thereunder.

In view of the above, based on The Auditor KDA have conflrmed their eligivility and qualification required under Section 159, 141 and other applicable provision of the Companies Act, 2013 and Rules issued thereunder (including any statutory modification(s) or re{nactment(s) thereof for the time being in force). In terms of the Listing Regulations, the auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI.

In view of the chove, based on the recommendations of Audit Committee, The Board recommends the Ordinary Resolution set out at Item No. 3 of the Notice of 49th AGM for approval of the Members.

The Audit Report issued by KDA on the Financial Statements of the Company for FY 2020-21 is a part of the Annual Report. The Report does not contain any qualification, reservation, adverse remark, or disclaimer.

TheobservationoftheAuditorsintheirrepor[readtogetherwiththeNotestoAccountsareselfexplanatory and therefore, in the opinion of the Directors, do not call for any further explanation.

2) Intonal Auditors:

®

M/s. Haren Sanghvi & Associates, Chartered Accountants performs the duties of internal auditors of the company and their report is reviewed by the audit committee from tine to time and the Audit Committee is appraised about the observations of the internal auditors and on corrective actions, if any, that need to be taken,

3) Cost auditor:

The Board of Directors of the Company, on the recommendations made by the Audit Committee, has ® appointed M/s. N. Ritesh &Associates, CostAccountants qutesh N. T. Proprietors) to conduct the cost audit of the Company to conducts the audit of cost records for the financial year 2021-22. The remuneration proposed to be paid to the Cost Auditors, subject to ratification by the shareholders of the Company at the ensuing 49th Annual General Meeting.

The Company has received consent from M/s. N. Ritesh & Associates, Cost Accountants Qitesh N. T. Proprietors), to act as the Cost Auditors for conducting audit of the cost records for the financial year 2021- 22 along with a certificate confiming their independence and arm's length relationship.

4) Secretarial Auditors:

In terms of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Ragini Chokshi & Co. (CP No. 1436), have been appointed as Secretarial Auditors of the Company. The Company has received consent from M/s. Ragini Chokshi & Co. (CP No. 1436), Company Secretaries to act as the auditors for conducting audit of the Secretarial records for the year ended 31St March 2022.

Registered Office: 4th Flcor, Sambava Chambers, Sir. P. M. Road, Fort, Mumbai, Malrarashtra, PIN: 400001. Telephone: 00 91 (22) 2266 3150 Fax: 00 91 (22) 22202 4657 E-mail: [email protected] Website: www.triochemoroducts.com Corporate Identity Number: L24249MH1972PLC015544

The report of the Secretarial Auditors is enclosed as "Annexune 8". There has been no qualification, reservation, adverse remark, or disclaimer given by the Secretarial Auditors in their Report,

SECRETARIAL STANDARDS

The Director have devised proper systems and process for complying with the requirements of applicable Ssecretarial Standards issued by the Institute of Company Secretaries of India (ICSI') and that such system were adequate and operating effectively.

HUMAN RESOURCES

Human resources policy is armed at having a universal and scientific method to hire the best talent in the industry with optimum skflls and aptitude required for the jch. The company has atways recognized talent and has judiciously folloved the principle of rewarding performance. 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 perfomance and inparted training at periodic intervals. 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 dy all exeoutives' officers and staff at all levels of the company.

PREVENTION OF SEXUAL IIARASSMENT AT WORKPIACE

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition, and Redressal of Sexual Harassment at workplace as per the requirement of the Sexual Harassment of women at the workplace ¢revention, Prohibition & Redressal) Act, 2013 (`POSH Act') and Rules made thereunder. The Company has constituted an Internal Committee to redress conxplaints receive regarding sexual harassment. With the objective of providing a safe working environment, all employees ®ermanent, contracmal, trainees) are covered under this policy.

The said policy is available on the wcbsite of the Company at htto://triochemoroducts.com^ioloadsflnvestor-relationsfodfeforeventionofsexualharasmentutworkoalce-Dolicv-78.odf

During the year under review, the Company has not received any complaints on Semal Harassment under the said Act.

BUSINESS RISK MAI\IAGEMEI\IT

The company has long been followed the principle Of risk minimization as is the nom in every industry, it

Retlstered Office: 4th Floor, Sambava Chambers, Sir. P. M. Road, Fort, Mumbai, Maharashtra, PIN: 400001. Telephone: 00 91 (22) 2266 3150 Fax: 00 91 (22) 22202 4657 E-mall: info@aml]hrav.com Website: www.triochemoroducts.com Corporate Identity Number: L24249MH1972PLC015544

and minimization procedures after which the Board formally adopted steps for framing, inplementing, 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 pro-active 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. The Risk Management Policy is posted on the Website of the Company.

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 hamewock 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 theyevolve.

wHlsTIE BrowER roLlcT AND VIGIL MEcllANISM

The Company has a vigil Mechanism and a W7histlchlower Policy in place to enable its Directors, employees, and its stakeholders to report their concerns, if any. The said Policy provides for (a) adequate safeguards against victimization Of persons who use the Vigil Mechanism; and a) direct access to the Chairperson of the Audit Committee of the Board of the Company. The Company beheves in the conducts of the affairs of a its constituents by adopting the highest standards of professionalism, honest, integrity and ethical behavior, in line with the TPL Code of Conduct (Code'). All the stakeholders are encouraged to raise their concerns or make disclosures on being aware of any potential or actual violation of the Code, policies, or the law. ThcCompanymaintainsawebsitewww.triochemoroducts.comwheredetailedinformationofthecompany and its products are provided.

Details of the Vigil Mechanism and Whistlcblower policy are made available on the Company's website at htti)s:/twww.triochemDroducts.comfuoloadsthvestor+relationsfodfo^rifil-mechanismwhistleJ)lower-Dolicv-28.odf

PREVENTION OF INSIDER TRADING

Pursuant to SEBI (Prohibition of Insider Tradin® Regulations, 2015 as amended, the Company has adopted the Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Designated Persons and their Immediate Relatives along with Code of Fair Disclosures.

Rectstcred Office: 4th Floor, Sambava Chambers, Sir. P. M. Road, Fort, Mumbai, Maharashtra, PIN: 400001. Telephone: 00 91 (22) 2266 3150 Fax: 00 91 @2) 22202 4657 E-mail: info@aml)hrav.com Website: www.triochemoroducts.com Corporate Identity Number: L24249MH 1972PLC015544

The Code of Conduct to Regulate, Monitor and Report Trading by employees and other connected persons has been displayed on website of the Company at following the link:

httos:/twww.triochemoroducts.com^iDloadsAlnvestoruelationsfodfeAteoulatemonitor-and-reDor[-tradin£ bv€mDlovees4nd-connecteduerson-23.odf

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 dayrforday business operations of the company. 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 workylace, in business practices and in dealing with stakeholders. All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

The Code has been displayed on website of the Company at following the link: htti):/furww.triochemDroducts.com^iDloadsThvestor-relationsfodfo/directors-senior-manarementoersormel-24.odf

DlscrosuRE oF vARlous poLlclEs

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 on the Website of the Company.

Risk Management Pdicy:

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.

httD:/twww.triochemoroducts.comfui]loadsAnvestoruelationsfodforfuskmanaREmentroolicv-25.Ddf

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

Registered Office: 4th Floor, Sambava Chambers, Sir. P. M. Road, Fort, Mumbal, Maharashtra, PIN: 400001. Telephone: 00 91 (22) 2266 3150 Fax: 00 91 (22) 22202 4657 Emall: [email protected] Wchsite: www.triochemoroducts.com Corporate Identity Number: L24249MH1972PLC015544

http:/twww.triochemproducts.comfu_ploadsflnvestor-relations/edfsMal-mechanism-whistle-blower-_Dolicv-2aipif

REroRTING oF FRAUDs By AUDITORs

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employee, to the Audit Committee under Section 143(12) of the Act, details of which needs to be mentioned in this Report.

ANNUAL RETURN

Pursuant to Section 92 and 134(3) of the Act and Rule 12 of the Companies quanagement and Administration) Rules, 2014, the extract of the Annual Return in Fom MGT-9 is attached as "Annexune C".

cORpO RATE soclAI. REsroNslBII,Irv

The provisions of Companies Act, 2013 regarding Corporate Social Responsibility shall not be applicable to companies having net worth not exceeding Rs.500 crone or more or turnover not exceeding Rs.1,000 crone 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 31.03.2021 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 Responsibtry would not be applicable.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCIIANGE EARNINGS AND OUTcO

The information on conversation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (in) of the Act read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith "Annexurc-D".

RESEARCH & DEVELOPMENT

The information on Research and Development in Fom 8 is annexed herewith as "Annexure D"

IMPAIRMENT OF ASSETS a 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 of the year. Based on the strategic plans and such valuation of the fixed assets of the company, on impairment of assets is envisaged at the balance sheet date.

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. Valous factors such as economic conditions, changes in government tax, regime, other statues, market forces and other associated and individual factors may

®

TRIOCHEM PRODUCTS LIMITED Registered Office: 4th Floor, Sambava Chambers, Sir. P. M. Road, Fort, Mumbai, Mcharashtra, PIN: 400001. Telephone: 00 91 (22) 2266 5150 Fax: 00 91 (22) 22202 4657 E-mall: [email protected] Wchsite: www.triochem|]roducts.com Corporate Identity Number: L24249MH1972PLC015544

however lead to variation in actual results. Readers are cautioned not to place undue reliance on the forward-looking statements.

ACENOWIEDGEMENTS

The Directors hereby acknowledge the dedicated and loyal services rendered by the employees of the Company during the year. They would also like to place on records their appreciation for the continued cooperation and support received by the Company during the year from bankers, financial institution, Govemmcnt authorities, business partners, shareholders and other stakeholders without whom the overall satisfactory performance would not have been possible.

We look forward to receiving the continued patronage from all quarters to become a better and stronger C0mpany.

By order of the Board of Directors For Triochem Products Limited

i?3#De*-au S. Deora

Director Director & CEO DIN: 00312080 DIN: 00312369

Place: Mumbai Dated: 29th]une 2021 Rctistend office: 4th Flcor, Sambava Chambers, Sir P. M. Road, Fort, Mumbai: 400 001 CIN: L24249MH1972PLC015544 Email : investor@ triochcmDroducts.com Website : www. triochcmDroducts. com •fTTr-oT: c No.: 9122 22663150; Fax No.: 9122 22024657

Triochem Products Limited Annual Reoort 2020 -2021 DlvlDEND DlsTRIBUTION roLlcy

Annexure /AI to Board's Report

1. About the company

Triochem Products Limited ¢ereinafter referred to as the Company' orTPL") is a Company an existing public limited company incorporated on 17/01/1972 under the provisions of the Indian Companies Act, 1956 and deemed to exist within the purview of the Companies Act, 2013, having its registered office at 4th Floor, Sambava Chamber, Sir P. M. Road, Fort, Mumbal -400 001. It has been engaged primarily in the business of manufacturer and exporter of pharmaceuticals products, Apls and chemicals. The equity shares of the Company are listed on BSE Linited ("BSE").

2. objectives of the polity

®

®

  • 2.1. Securities and Exchange Board of India thereinafter referred to as SEBI') has, by its Notification dated July 8, 2016, inserted Regulation 43A in the SEBI qisting Obligations and Disclosure Requirements) Regulations, 2015, including any statutory modification(s) or re-enactment(s) thereof for the time being in force. ¢ereinafter referred to asthe Listing Regulation')
  • 2.2. Regulation 43A of the Listing Regulations requires the Company to formulate a Dividend Distribution Policy which shall be disclosed in the Annual Report and on the website of the Company.
  • 2.3. In view of the above, the Company has framed this Dividend Distribution Policy thereinafter referred to as `the Policy') to detemine the parameters on the basis of which the Company may or may not declare dividend.
  • 2.4. The Policy seeks to balance the objectives of rewarding the shareholders through dividends and retaining capital to invest in the growth of the Company, while ensuring fairness, sustainability, and consistency in distributing profit to the shareholders.

3. Payment Frequeney

The dividend shall, subject to the parameters hereinafter described, be payable annually and shall be declared at the Annual General Meeting of the Company, based on the recommendation of the Board of Directors of the Company (hereinafter referred to as `the Board'). The Board may declare interim dividend during any financial year out of the surplus in the profit and loss account and out of profits of the financial year in which the interim dividend is sought to be declared. The Board may recommend special dividend in years of exceptional

4. Declaration of Dividend

It is the intention of the Board of Directors, subject to applicable laws, to pay dividend on the Company's outstanding Equity Shares. The Company does not have any class of shares other than

Triorhem Products Limited Annual Reoort 2020 -2021 DlvlDEND DlsTRIBUTION roLlcy

Annexure (AI to Board's Renort

5. Parameters for Distribution of Dividend

  • 5.1. Your Company has a track record of steady dividend declaration and payment over its history. The Board considers the yearly dividend based on the Net Profit After Tax (`PAT') available for distribution. In addition, the Board reviews the capital expenditure needs, cash requirements for investments in capability enhancements and future non organic growth initiatives.
  • 5,2. As in the past, sub).ect to the provisions of the applical)le law, the Company's dividend payout will be determined based on available financial resources, investment requirements and taking into account optimal shareholder return. Based on the above, the Company win endeavour to maintain the steady level of dividend per share over the medium term.
  • 5.3. Circumstances under which the shareholders of the Company may or may not expect dividend:

The Shareholders may ordinarily expect dividend if the Company has made profits during the current year. Recommending dividend out of profits of previous financial years or out of retained earnings shall bc at the discretion of the Board, subject to the compliance with the Companies @eclaration and Payment of Dividend) Rules, 2014, as amended from time to time. The Board may not recommend a dividend if:

  • 5.3.1. Proposed expansion plans require higher allocation of capital; or
  • 5.3. 2. Significantly higher working capital requirements adversely impact free cash flow; or
  • 5.3.3. The Company undertakes any acquisitions or investments including in joint ventures, new product launches, etc., requiring significant capital outflow; or
  • 5.3.4. In case of proposal for buyback of shares; or
  • 5.3.5. In the event of inadequaey of profits.
  • 5.3.6. If the Board proposes not to distribute profit, the grounds thereof and infomation on utilisation of undistributed profit, if any, shall be disclosed to the shareholders in the Annual Report of the Company.

5.4. Financial Parameters for declaring dividend:

The Board shall consider the fouowing financial parameters while declaring dividend:

  • 5.4.1. the Company's Financial Results of operations and earnings.
  • 5.4.2.working capital requirements for the operations and growth of the Company and its subsidiaries.
  • 5.4.3. quantum of profits and liquidity position;

a

®

Triochem Products Limited Annual Report 2020 - 2021 DIVIDEND DISTRIBUTION POLICY

Annexure (A) to Board's Report

  • 5.4.4. future fund requirements, including for brand building, business acquisitions, business expansion, modernisation of existing business;
  • 5.4.5. level of debt;
  • 5.4.6. providing for unforeseen events and contingencies;
  • 5.4.7. any other financial factor as the Board may deem fit.

5.5. Internal and External Factors for declaring dividend:

The Board may consider the following internal and external factors while declaring dividend:

5.5.1. Internal Factors:

  • 5.5.1.1. the level of dividends paid historically;
  • 5.5.1.2. contractual restrictions and financing agreement covenants;
  • 5.5.1.3. likelihood of crystallisation of contingent liabilities, if any.

5.5.2. External Factors:

5.5.2.1. general business conditions, risk and uncertainties;

5.5.2.2. industry outlook and business cycles for underlying businesses;

5.5.2.3. prevailing economic, competitive and regulatory environment;

5.5.2.4 tax law and the Company's taxpayer status;

5.5.2.5 capital market.

This is not intended to be an all-inclusive list, but rather a representative list of factors which may be considered while declaring dividend.

5.6. Manner in which the retained earnings shall be utilised:

Retained earnings are the sum of the Company's profits after dividend payments, since the Company's inception. The retained earnings of the Company will be utilised in one or more of the following manner:

  • 5.6.1. for expansion and growth of business;
  • 5.6.2. for contributing towards the fixed as well as working capital needs of the Company;
  • 5.6.3 major repairs and maintenance, including replacement of old assets which have become obsolete:
  • 5.6.4. renovation/modernisation for improving working efficiency of plants and equipment's and for capacity enhancements;
  • 5.6.5. to make the Company self dependent of finance from external sources;
  • 5.6.6. for redemption of loans and debentures (if any);

Triochem Products Limited Annual Rei)out 2020 -2021 DrvlDEND I)ISTRIBUTloN roLlor

Annexure (AI to Board's Rcoort

5 .6.7. for upgradation of technical knowhow;

5.6.8. non organic growth initiatives, including acquisition of brandsfousinesses;

5.6.9. for issuing fully paid-up bonus shares to the Shareholders.

5.7. Dividend Range:

  1. As in the past, subject to the provisions of applical>le laws, the Company's dividend payout will be determined based on availability of financial resources, investment requirements and also take into account optimal shareholder return. The Company would endeavour to target a total dividend payout ratio in the range of 30% to 50% of the Annual Standalone PAT of the Company.

6. Review ofpofty

This Policy has been adopted by the Board of Directors of the Company and the Board may review and amend the Policy from time to time, pursuant to any change in law or otherwise.

7. Disclosures

®

®

TPL shall disclose the Dividend Distribution Poliey in the Board's Report forming part of the Annual Report. This Policy shall also be disclosed on the website of the Company at www.triochemoroducts.com. Any changes in the Policy, along with the rationale for the same, shall also be disclosed in the Annual Report and on the website of the Company. -

8. Amendments to the polity

The Company is committed to continuously reviewing and updating our policies and procedures. Therefore, this policy is subject to modification. Any amendment(s) of any provision of this policy shall be carried out by the persons authorised by the Board in this regards.

On behalf of the Board of Directors

j€Y-Grace R. Deora GEL fa Ora

Director DIN: 00312080

Director & CEO DIN: 00312369

Ragini Chokshi & Co.

Tei 022-2283 1120 022-2283 1134

Company Secretaries

34, Kamer Building, 5th Floor, 38 Cawasji Patel Street, Fort, Mumbai - 400 001 E-mail ragini corediffmail.com / [email protected] web: csraginichokshi.com

FORM NO. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31st MARCH 2021

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To, $\cdot$ The Members. TRIOCHEM PRODUCTS LIMITED 4th Floor, Sambava Chambers, Sir P.M. Road Fort Mumbai-400 001

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by TriochemProducts Limited(CIN:L24249MH1972PLC015544) (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the company has, during the audit period covering the Financial Year 1* April, 2020 to 31* March, 2021 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the boots, papers, minute books, forms and returns filed and other records maintained by Triothem Products Limited("the Company'') for the audit period covering the Financial Year Ill April, 2020 to 31d March, 2021 according to the provisions of:

  • (i) The companies Act, 2013 ("the Act") and the rules made thereunder;
  • (ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder;
  • (iii) The depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
  • (iv) Foreign Exchange Management Act,1999 and the Rules and Regulation made there under to the exten( of Exchange Commercial Bonowings;
  • (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board Of India Act, 1992 ('SEBI Act'):
  • a. TTle Securities and Exchange Board of India (Substantial Acquisition of Shares and TatcoveTs) Regulations, 2011
  • b. The Securities and Exchange Board of India (Prohibition of Insider Trading) RegulatiorLs, 2015
  • c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (Not applicable to the Company during the audit period);
  • d. TT`e Securities and Exchange Board of India (Share Based Employee Benefits) ReguJatious, 2014(Not applicable (o the Company during the audit period);
  • e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 20ce (Not applicable as the Company has not issued any debt securities during the period under review);
  • f. The securities and Exchange Board of India (Registrars to an Issue and Share TTansfer Agents) Regulations,1993 Tegai-ding the companies act and dealing with client. (No( applicable as the Company is not registered as

Regisrar to an issue and Share Transfer Agen( during (he financial year under review);

    1. The Securities and Exchange Boaird of India (Delisting of Equity Shares) Regulations, 2009 (Not applicable as the Company has not delisted its equity shares from any stock exchange during the period under review)
  • h. Securities and Exchange Board of India (Buy Back of Securities) Regulations, 20cO(No( applicable as the Company has not bough( back any of its securities d`iring the pchod under review)

We have relied on the representation made by the Company and its Officers for systems and mechanism forlned by the Company for compliances under other applicable Acts, Laws and Regulations to the Company.

We are of the opinion that the managemeTit has complied with the following laws specifically applicable to the Company:

    1. Factroies Act,1948
    1. Drugs and Cosmetics Act 1940
    1. The Pharmacy Act 19484. Water (Prevention and Control of Pollution)Act, 1981
    1. Air (Prevention and Control of Pollution)Act,1974
    1. Mininum Wages Act, 1948

We have also examined compliance with the applieable clauses of the following:

  • (a) Secretarial Standards issued by The Institute of Company Secrctaries of India.
  • (b) Tl`e Securities and Exchange Board of India (Listing obligation and "scLsoure Requirements)ReguJatiolis 20]5 and the Listing Agreements entered into by the Company with Stock Exchanges.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. as mentioned above.

We further report that

The Board of Directors of the Company is duly corLstituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Boa].d of Directors that took place during the

period under review were carried out in the compliance with the provision of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, and the same were sent at least seven days in adva]ice, agenda and detailed notes on agenda were sent at least Seven days before the date of Meeting, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

We fur(her report that the Compliance by the Company of applicable Financial laws like "rec( & Indirect tax laws, Service tax has not been reviewed in this audit since the same has been sutyect to review by the statutory finalrdal audit and other designated professionals.

As per the minutes of the Board duly recorded and signed by Chairman, the decisions of the Board were unanimous and no dissenting views have been recorded.

We further report that there are adequate aystems and processes in the company commensurate with size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulation and guidelines.

We further report that during the audit period, there were no specific events/actiorts having a major bearing on the Company's affair in pursuance of of the above referred laws, rules, regulations, guideline etc.

For Raginichokshi& Co. (Company Secretaries)

COT,Jd,,' Secre\ar`es C.P No. 9031

Makarand Patwardhan (Partner) C.P. No. 9031 Membership No. A 11872 UDIN: A011872C000530819

Place: Munbaj Date:28/06/2021

Triochem Products Limited

Annual Report 2020 - 2021

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON MARCH 31, 2021

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014] $\mathbf{I}$ REGISTRATION AND OTHER DEAILS

Annexure (C) to Board's Report

i CIN L24249MH1972PLC015544
ii Registration Date 17 01 1972
iii Name of the Company Triochem Products Limited
iv Category of the Company
1 Public Company
Yes
Sub Category of the Company
9 Company having share capital Yes
v Address of the Registered Office and Contact Details
1 Company Name Triochem Products Limited
2 Address 4th Floor, Sambava Chambers, Sir. P. M. Road, Fort
3 Town / City Mumbai
4 State Maharashtra
5 Pin Code 400001
6 Country Name India
7 Country Code IND
8 Telephone with STD Area Code Number (022) 22663150
9 Fax Number (022) 22024657
10 Email Address www.investor(a triochemproducts.com
11 Website, if any www.triochemproducts.com
12 Name of the Police Station having jurisdiction where the Registered Office is situated M. R. A. Marge, Police Station
vi Whether shares listed on recognized Stock Exchanges(s) Yes
Details of the Stock Exchanges where shares are listed:
Stock Exchanges(s)
Sl. No.
Stock Code(s)
BSE Limited (Bombay Stock Exchange Limited)
1
512101
vii Name and Address of Registrar & Transfer Agent (RTA)
1 RTA M/s. Link Intime India Private Limited
2 Address C - 101, 247 Park, L. B. S. Marg, Vikhroli (West), Mumbai : 400083
3 Town / City Mumbai
4 State Maharashtra
5 Pin Code 400083
6 Country Name India
7 Country Code IND
8 Telephone with STD Area Code Number (022) 49186270
(022) 49186060
[email protected]
9 Fax Number
10 Email Address www.linkintime.co.in
11 Website, if any
PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business contributing 10% or more of the total turnover of the Company shall be stated:-

EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON MARCH 31, 2021

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

$\mathbf{m}$ PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Nil - Not applicable

SHAREHOLDING PATTERN (Equity Share Capital Breakup as Percentage of Total Equity) $\overline{\mathbf{N}}$

A Category-wise Shareholding

Category of Shareholders No. of Shares hold at the beginning of the
year (As on 01.04.2020)
No. of Shares hold at the end of the year (As
on 31.03.2021)
% of
Change
Demat Physical Total % of total
shares
Demat Physical Total % of total
shares
during the
year
Promoters Shareholding
A
1 Indian
a Individual / Hindu
Undivided Family
1,68,190 0 1,68,190 68.649 1,68,190 0 1,68,190 68.649 0.00
b Central Government 0 0 0 0.00 $\bf{0}$ 0 0 0.00 0.00
c State Government 0 0 $\bf{0}$ 0.00 $\bf{0}$ $\bf{0}$ $\bf{0}$ 0.00 0.00
d Bodies Corporate 0 0 0 0.00 0 0 0 0.00 0.00
e Bank / FI $\bf{0}$ 0 $\bf{0}$ 0.00 $\bf{0}$ $\bf{0}$ $\bf{0}$ 0.00 0.00
f Any Other (Specify) $\bf{0}$ 0 0 0.00 0 0 0 0.00 0.00
Sub Total (A)(1) 1,68,190 $\bf{0}$ 1,68,190 68.649 1,68,190 $\bf{0}$ 1,68,190 68.649 0.00
2 Foreign
a NRI Individuals 0 0 0 0.00 0 0 0 0.00 0.00
b Other Individuals 0 0 0 0.00 0 0 0 0.00 0.00
c Bodies Corporate 0 0 0 0.00 $\bf{0}$ 0 $\bf{0}$ 0.00 0.00
d Bank/FI 0 0 0 0.00 0 0 $\bf{0}$ 0.00 0.00
e Any Other (Specify) 0 0 0 0.00 0 0 0 0.00 0.00
Sub Total $(A)(2)$ 0 0 0 0.00 0 $\bf{0}$ $\bf{0}$ 0.00 0.00
Total Shareholding of
Promoters and Promoter
Group (A) = (A)(1) + (A)(2)
1,68,190 0 1,68,190 68.649 1,68,190 0 $\overline{1,}68,190$ 68.649 0.00
Public Shareholding
B
1 Institutions
a Mutual Funds / UTI 0 0 0 0.00 0 0 0 0.00 0.00
b Bank / FI 0 0 0 0.00 0 0 0 0.00 0.00
c Central Government 0 0 0 0.00 0 0 0 0.00 0.00
d State Government 0 0 0 0.00 0 0 0 0.00 0.00
e Venture Capital Funds 0 0 0 0.00 0 0 0 0.00 0.00
f Insurance Companies 0 0 0 0.00 0 0 0 0,00 0.00
g FIIs 0 0 0 0.00 0 0 0 0.00 0.00
h Foreign Venture Capital
Investors
0 0 0 0.00 0 0 0 0.00 0.00
i Provident Funds/Pension
Funds
0 $\bf{0}$ 0 0.00 0 0 0 0.00 0.00
j Any Other (specify) 0 0 0 0.00 0 0 0 0.00 0.00
Sub Total (B)(1) $\mathbf{0}$ $\bf{0}$ 0 0.00 0 $\mathbf 0$ 0 0.00 0.00

EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON MARCH 31, 2021

[Pur8uant to Section 92(a) of the Companies Act, 2013 and Rule 12(1) Of the Companle8 (Managencnt and Adminl8frotlon) Rulc®, 2014)

Category Of Shaeholdcrs No. of Shares hold at the betlnnin8 of the
year (As on 01.04.2020)
No. of Shares hold at the cnd of the year (A8
on 31.03`2021)
%of
Change
Demat Physical Total %oftotal
shares
Demat Physical Total %oftotal
chars
during the
year
2 Non-Institutions
a Bodies Corporate
i Indian 36,000 250 36,250 14.796 36, 000 250 36, 2 50 14. 796
il Overseas
b Individual
0 0 0 0.00 0 0 0 0.00
I Individual Sharcholdcrs
holding nominal shae
capital up to 1 lakh
13,710 14,850 28,560 11.657 13,710 14,850 28,560 11.657
il Individual Shacholdcrs
holding nondnal share
capital in excess of 1 lath
12, 000 0
12 ,000
4.898 12, 000 0 12 , 000 4.898 0.00
c Any Other (specfty) 00 00
i Non-resident India 0 0.00 0 0.00
il Overseas Corporate Bodies 00
00
0 0.00 00
00
0 0.00
ill Foreign Nationals 00 0 0.00 00 0 0.00
iv NBFCs Regivtered with RBI 00 0 0.00 00 0 0.00
v Trust
vi Forclgn Bodies
00 0 0.00 00 0 0.00
sub Total ®x2) 61,710 15,100 0
76,810
0.00
31.351
61,710 15,100 0
76,810
0.00
31.351
Total Public Shaneholding
(B)=OX1)+(BX2)
61,710 15,100 76,810 31.351 61,710 15,100 76,810 31.351
C
Share held by custodians
for GDRs & ADRs
0.00 0.00 0. 00 0.cO 0.cO 0.00 0.00 0.00
GRANDTOIAI,(A+B+C) 2,29,900 15,100 2,45,000 100.000 2,29,900 15,100 2,45,000 loo.000
8 Shacholdlng of Promoters
Sl. Shaeholder's Name
No.
Sharcholdlng at the begivulng of the year
(As on 01.04.2020)
Shareholdlng at the end of the year (As on
31.03.2021)
%of
Change in
No. of
Sharc8
%of
total
shares
shares* %ofsharesplcdgcd/
encumbered to total
No. of
Shares
%of
total
shares
encumbered to total
sharesl
% ofsharcsplcdged/ shaeholdin
8 dundg
the year
1 Mr. Rajesh RI Deora 36,000 14.694 0 36,Oco 14.694 0.00
2 Mrs. Grace R. Deora 36,000 14.694 0 36,000 14.694 0.00
3 Mr. Ramu S. Deora 34,500 14.082 0 34,500 14.082 0.00
4 Mr. Rajiv R. Deora 34,270 13.988 0 34,270 13.988 0.00
5 Ranu M Dcora HUF 27,420 11.191 0 27,420 11.191 0.00
Total 1,68,190 68.649 0 1,68,190 68.649 0

Notes:

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1 The [em "encumbrance" has the sane mcanlng as assigned to lt ln Regulation 28(3) of the SEBI (Substantial Acqulsltlon of Shares and Takeovers) Regulatlous, 2011

Ex'rRACT OF ANNUAL RETURN As ON THE FINANCIAI. WEAR ENDED ON MARCH 31, 2021

[Punuant to Section 92(3) of the Companlc8 Act, 2013 and Rule 12(1) of the Companic8 (Management and Administration) Rules, 2014]

C Change in Promoters' Shareholding

Sl. Shareholder's Name
No.
Shareholding at the bectnnlng of the year Cumulative sharcholdlng during the year
(01.04.2020 to 31.03.2021)
No, of shares % of total shares of
the company
No. of shaes % of total shares of the
company
1 Mr. Ra)esh R. Deora
At the begivning of the year
At the end of the year
36,000
6,000
14.694
14.694
36,000
36,un
14.694
14.694
Movement
durlngthe
year-Nil
2 Mrs. Grace R Dcora
At the bcgivning of the year
At the cnd of the year
36,000
6,000
14.694
14.694
36,000
36,000
14.694
14.6g4
Movement
duringthe
year.Nil
3 NI. Rajiv R Deora
At the begivning of the year
At the cnd of the year
34,270
34,270
13.988
13.988
34,270
34,270
13.988
13.988
Movement
during the
year. Nil
4 Mr. Ranu S. Dcora
At the bcgivg of the year
At the cnd of the year
34,500
34,500
14.082
14.082
34,500
34,500
14.o82
14.082
Movement
duringthe
year. Nil
5 Ranu M Deora HUF
At the bectnning of the year
AI the cnd of the year
27,420
27,420
11.192
11.192
27,420
27,420
11.192
11.192
Movement
durfugthe
year-Nil

Notes:

a

a

1 Date of incrcasc / decrease has been considered as the date on which beneflclary position was provided by the Deposltorics to the Company.

D Shaecholding pattcm of top ten 8hancholdcrs (other than Directors, Promoters and Holders Of GDR8 and ADRs):

Sl. Shaeholder's Nanc Shareholding Cumulative Shacholdlng during the year
No. No. of shares
% of total shares of
the company
No. of shares % of total shares ofthc
company
1 G Amprhay
Pharmaccutlcals P`n Ltd
12,OcO 4.898
2 Triochem haboratotles Pvt
Ltd
12,000 4.898
3 Ambernath Plasto
Packagivg Pvt Ltd
12,000 4.898
4 Rancch Rajaram Path 12,000 4.898
5 ngkumar Saraf
6 Rajkumar Shrinlwas Ba)oria
7 Vrfu S. Shana
8 Savltri Naeshchandra /aln
9 Snchprabha Agarwal
10 N L Rungta HUF
11 Verma Shyan Sunder

Notes:

1 The shares of the Company arc not traded in dally basis and hence drte wlsc incrcasc / dccrcase in chareholdin8 is not lndictcd. Shareholding is consolidated based on RAN of the Shareholder.

EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON MARCH 31, 2021

[Pur8uant to Section 92(3) of the Companic8 Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

E Sharcholding of Dinector8 and Key Managerial Pouonnel:

Sl. Shaeholder's Name
No.
Shareholding at the begivnlng of the year Cumulative sharcholdlng during the year
(01.04.2020 to 31.03.2021)
Reason
No` of shares % of total shares of
the company
No. of shares % of total shares of the
company
Dfroors
1 Mr. Ramu S. Deora *
At the bequng of the year
At the end of the year
34,500
4,500
14.082
14.082
34,500
34,500
14.082
14.082
Movement
dulngthe
year.Nil
2 Mrs. Grace R. Dcora
At the begivulng of the year
At the end of the year
36,un
36,000
14.694
14.694
36,000
36,000
14.694
14.694
Movement
duingthe
year. Nil
3 M. Rajesh R Deora
At the begivning of the year
At the end of the year
36,000
36,000
14.694
14.694
36,000
36,000
14.694
14.694
Movement
durlngthe
year-Nu
4 Mr. Shyan S. Shama
At the bcctnnlng of the year
At the end of the year
- Movement
dulngthe
year-Nil
5 Mr. Sunll S. /hunjhunwala
At the begivnlng of the year
At the cnd of the year
Movement
during the
year-Nn
6 M. Gidsh Kumar Pungalla
At the bermng of the year
At the end of the year
Movement
duringthe
year.Nfl
Key Managerial Per8omcl
1 Mr. Ramu S. Deora I
At the begivg of the year
At the end of the year
34,500
34,5cO
14.082
14.082
34,500
34,500
14.o82
14.082
Movement
duringthe
year.NI
2 Mr. P-j. Prmar
At the bequng of the year
At the end of the year
-
-
Movement
dulngthc
year.Nn
3 Ms. Urcca Shltlsh Shirole
w.e.f.14.11.2019
AI the cnd of the year

-
Movement
duingthe
year.Nil

Notes: 1 I Mr. Ranu S, Deora, Dhector & CE0 has been lndudcd in the list of Dhectors as well a8 KMP.

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EX'IRACT OF ANNUAI. RETURN AS ON THE FINANCIAL YEAR ENDED ON MARCH 31, 2021

[Pur8uant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Adndnl8frotion) Rules, 2014]

V INDEBTEDNESS

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Sccurcd Loans
Qxduding dcposlts)
Uusecured Loans Deposits Total lndcbtness
Indcbtednc88 at the begivning of the finandal year (A8 on 01.04.2020)
i PrinclpalAmount 1,25,30,149 1,25,cO,coo 2,50,30,149
il lnterestducbutnotpald 43,582 12,58,496 13,02,078
in Interest accrued but not due
Total(i+fl+ill) I,25,73,731 1,37,58,496 2,63,32,227
Change in Indebtedness during the finandal year
I Addition 9,14,67,348 5,00,00,000 14,14,67,348
11 Reduction (repayment) 10, 40,41,079 6,37, 58, 496 16, 77,99, 575
Ner Change •1,25,73,731 .1,37,58,496 .2,63,32,227
Indebtedness at the end of the finandal year (A8 on 31.03.2021)
i mncipalAmount
n lntcrestducbutnotpald
lu Interest accrued but not due
Total(i+ii+iii)
REMUNERrmoN OF DIRI:CTORS AND REy MAI\IAGERIAI, pERsONNEL Amount in Rs.
Sl. Particulars of Remuneration (A) Managivg Directors, Wholc a) Other Dhectors (C) Key Managerial personnel
No. time Dhectors and / or Manager CEO CS CFO
1 Gross salary (exdudlng commission)
(a) Salary as per provlslous contalned ln
section 17(1) of the Income-tax Act,
1961
2,40,000
a) Value of perqulsltes u/s 17(2) of the
Income-tax Act, 1961
(c) Profit ln lieu of salary uis 17(2) of the
Income.tax Act,1961
2 Stockoptlous
3 SwcatEqufty
4 Conunisslon
- as % of profit
. others, spedfy
5 Others -Employer contrlbutlon to
provident and other funds
Total (A) 2,40,000
Ceiling as per the Companies Act, 2013
PENAI,TIES / PtJNISHrm / COMPOUNDING OF OFFENCES (under the companle8 Act, 2013)
No penalties / punishment / compounding of offences were under Companies Act, 2013.
on behalf of the Board of Dbectors
r;,- flbofc~ C) -
Grace R. Deora
Dhector Dtrcctor & CEo

r;,- Grace R. Deora flbofc~ C)

Dtrcctor & CEo I)IN 00312369

Slt

Triochem Products Limited

Annual Report 2020 - 2021

Annexure (D) to Board's Report

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHNAGE EXRNINGS AND OUTGO

[Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014]

CONSERVATION OF ENERGY $\overline{\mathbf{A}}$

a Energy conservations measures taken

The manufacturing units of the Company have continued their efforts to reduce the energy consumption. Specific energy consumption and absolute unit's consumption are tracked on a real time basis at individual factory / block level and consolidated at Supply Chain Level. This is being done with the help of Energy Management System at plant.

Some of the key measures taken in all the plants are as below:

  • 1 Work done in improvement in shaft mechanics by installation of energy efficient screw compressor.
  • 2 Conventional light replacement plan was implemented with LED Light in the area of flood light and plant with glass fitting.
  • 3 Condensate recovery systems to reuse water for enhancement of boiler efficiency and reduce water consumption.
  • 4 Presence sensors and motion sensors used in cabins
  • 5 Pressure based pumping system used for utilities
  • 6 Arresting air leakage and optimization of air pressure network
  • 7 By controlling process parameters and changing process pipe line system.

b Utilising alternate sources of energy

  • 1 Solar energy: Nil
  • 2 Wind energy: Nil

c The capital investment on energy conservation equipment

Additional investments and proposals being implemented for Energy; Rs.2,37,000/-

The Company is engaged in the continuous review of energy costs, reduction in energy generation cost through improved operational and maintenance practices. We have been able to maintain the power factor near of unity and thereby availing the rebate on electricity charges

d Impact of above measures on consumption of energy

Impact of the above measure for the reduction of energy consumption and consequent impact on the cost of production of the goods; it is difficult to assess the definite impact of the measure as the total energy cost forms a small constituent of the overall production costs.

e Power & fuel consumption

Sl. Particulars 2020 - 2021 $2019 - 2020$
No. Amount in Rs. Amount in Rs.
1 Electricity
Purchase - Units 3,78,420 3,51,848
Purchase - Amount 39,40,156 37,49,760
Rate / Unit 10.41 10.66
Own Generation through *
* Not Applicable, Since the Company does not have any Diesel Generator or Stem Turbine/Generator
2 Furnace Oil
Purchase - Litre 11,420 9,695
Purchase - Amount 2,96,693 2,85,142
Rate / Litre 25.98 29.41
3 Consumption per unit of products Standards
Electricity
Bulk Drug, APIs 131.56 65.92 Not Applicable
Furnace Oil
Bulk Drug, APIs 9.91 5.01 Not Applicable
Danana faamaalatina 88

** It is not feasible to maintain product category-wise energy consumption data, Since we manufacture a large bulk drugs having different energy requirements.

Annual Report 2020 -2021 Annexune (D) to Board's Report

coNSErvATloN oF ENERGY, TECHNol.OGT ABsoRPTloN AND FOREIGN ExcHNAGE EXRNINGs AND ouTGo

[Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014]

8 TECHNOI,OGy ABsORp'rloN

a The efforts made by the Company towards technology ch8orption

The focus of Research & Technology function continues to be in building technological self.rcllancc by promoting in house research, innovation and creativity to design, develop and upgrade its products pipeline continuously to suppor( achieving shor(, medium and long.term business goals of the Company, The entire products porfolio is based on in.house technology developed by internal scientists without support from external partners in the fom of technology, collaborationdlcensing. The nature of activities carried out by Research & Technology functloml the Company are as follows:

  • 1 Upgradatlon of existhg products with value added features to crcatc product differentiation to retain market share.
  • 2 Continuous value generation through formulation re{ngivecring, sourcing efficiency, process optinization, new raw material search , new manufacturing techniques, vendor collaboration to enhance profltabhity.
  • 3 Support sustainabhity initiatives of the company by undertaking joint projects with plant to reduce cyslc tine, energy consumption, water consumption and waste generation.
  • 4 Development of lal>oratory sinulation techniques to support products validation under different geographical clinate and usage practices.
  • 5 Technical service and support related to customers for product scale up and standardization on customer lines.
  • 6 Development of test methods for Plant QC that help speed up incoming raw material testing and approval.
  • 7 Continues bcnchmcking of products against national/intemational competition.
  • 8 Suppor( techulcal capability building across organization through in-house seminars, technical training, etc.
  • 9 Suppor( in tcms of technoloacal due diligence to fulfil company's growhi strategy through acquisition.

b The benefits derived like product improvement, cost reduction, product development or inport substitution

  • 1 Fresh water consumption reduced and ETP load minimized
  • 2 Emission ln the air is negivgivle and maintalns an emission parameters.
  • 3 Reduce fresh water consumption.

c ln case of imported technology (impon during the last three years reckoned from the beginning of the fiDanchl year)

1 Not Applicable

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a

d The cxpcnditure incuned on Rc8earch and Development

sl. pancular8 2020 -2021 2019.2020
No. Amount in Rs. Amount in Rs.
1 Capital
2 Recundng 10,998
3 Total

c FOREIGN ExcHNAGE ENINGS AND OurGO

Sl, Particulars 2020. 2021 2019. 2020
No. Amount in Rs. Amount ln Rs.
1 Eandng : Export 9,87,23,262
2 0utgo : Import 5,96,00,435 4,72,00,750
3 0utgo : Bank Chnges 83,734 47,669

0n behalf of Board of Directors

j±be¥mb-qRR Director DIN: 00312080 - Director & CE0 DIN: 00312369

Kanu Doshi Associates LLP

Chartered Accountants

Mumbai Address : 203, The Summit, Hanuman Road, Weslern Express Highway, Vile Parle (E), Mumbai -400 057 T : 022-2615 0100 / 111 / 112 . F : 022 2615 0113

Pune Address : 123, Sohrab Hall, 21 Sassoon Road, Opp. Jehanglr Hospital, Pune -411001. T : 020 4906 7177 E : [email protected] . W : www.kdg.co.in

INDEPENDENT AUDITORS' REPORT

To the Members of TRIOCHEM PRODUCTS LIMITED

Report on the Audit of the Financial Statements

Opinion

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We have audited the Financial Statements of TRIOCHEM PRODUCTS LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2021, and the Statement of Profit and Loss (including Other Comprehensive Income), Statement of Changes in Equity and Statement of Cash flows for the year then ended, and notes to the Financial Statements, including a summary of the significant accounting policies and other explanatory information (hereinafter referred to as "the Financial Statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Financial Statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view, in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2021, and its net loss including other comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements Section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with ethical requirements that are relevant to our audit of the Financial Statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Financial Statements of the current period. These matters were addressed in the context of our audit of the Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined that there are no key audit matters to communicate in our report.

Other Information

The Company's Management and the Board of Directors are responsible for the other information. The other information comprises the information included in the Company's annual report, but does not include the Financial Statements and our auditors' report thereon.

Our opinion on the Financial Statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the Financial Statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsisteq! a

®

with the Financial Statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those charged with Governance for the Financial Statements

The Company's management and the Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these Financial Statements that give a true and fair view of the financial position, the financial performance, the changes in equity and the cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (lnd AS) specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Financial Statements, the Management and the Board of Directors are responsible for assessing the Company's ability to continue as a going Concern. disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company's financial reporting Process.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate. they could reasonably be expected to influence the economic decisions of users taken on the basis of these Financial Statements.

As part of an audit in accordance with SAs, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
  • Obtain an understanding of internal control lielevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our

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company has adequate internal financial controls system in place and the operating effectiveness of such controls.

  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
  • Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
  • Evaluate the overall presentation, structure and content of the Financial Statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Financial Statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, jn extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

    1. As required by the companies (Auditors' Report) Order, 2016 ("the order") issued by the Central Government of India in terms of Section 143 (11 ) of the Act, we give in the "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
    1. As required by section 143(3) oftheAct, we reportthat:
  • a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid Financial Statements.
  • b) ln our opinion, proper books of account as required by law relating to preparation of the aforesaid Financial Statements have been kept by the Company so far as it appears from our examination of those bcoks.

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  • c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Statement of Changes in Equity and the Cash Flow Statement dealt with by this Report are in agreement with the books of account maintained for the purpose of preparation of the Financial Statements.
  • d) ln our opinion, the aforesaid Financial Statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Account) Rules, 2014.
  • e) On the basis of the written representations received from the directors as on March 31, 2021 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2021 from being appointed as a director in terms of Section 164(2) of the Act.
  • f) With respect to the adequacy of the intemal financial controls overfinancial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure 8".
  • g) With respect to the other matters to be included jn the Auditor's Report in accordance with the requirements of section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the Company has not paid any remuneration to its directors during the year.
  • h) With respect to the other matters to be included in the Auditors' Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
  • I. The Company has disclosed the impact of pending litigations on its financial position in its Financial Statements (Refer Note. 25(a) to the lnd AS Financial Statements).
  • ii. The Company did not have any material foreseeable losses on long-term contracts including derivatives contracts.
  • iii. There were no amounts which were required to be transferred to the lnvestor Education and Protection Fund by the Company during the year ended March 31, 2021.

For Kanu Doshi Associates LLP Chartered Accountants FRN. No.104746WAV100096

ra Partner

place: Mumbai Date: 29th June, 2021 ®

®

ANNEXURE A TO THE AUDITOR'S REPORT

Referred to in paragraph 1 of `Report on other Legal and Regulatory Requirements' in our Report of even date on the accounts of TRIOCHEM PRODUCTS LIMITED for the year ended March 31, 2021 :

  • i. (a) The Company is generally maintaining proper records showing full particulars including quantitative details and situation of fixed assets.
  • (b) The fixed assets were physically verified during the year by the Management according to a phased programme designed to cover all the items over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and nature of its Assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the management during the year and discrepancies noticed between the book records and physical inventories were not material and have been property dealt with in the accounts.
  • (c) According to the information and explanations given to us and on the basis of our examination of the records of the company, the title deeds of the immovable properties are held in the name of the company.
  • During the year inventories have been physically verified by the management. In our opinion, the frequency of verification is reasonable. The discrepancies noticed on physical verification of inventories as compared to the book records have been property dealt with in the books of accounts
  • t: As informed to us, the Company has not granted loans, secured or unsecured, to companies, firms, and limited liability partnerships or other parties covered in the register maintained under Section 189 of the Act. Hence sub clauses (a) & (b) of clause 3(iii) of the Order are not applicable to the Company.
  • The company has not granted any loans, has not made any investments, has not provided any guarantees and security to directors or any other parties during the year. Accordingly, clause 3(iv) of the Order are not applicable to the Company.
  • V. The Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the rules framed there under to the extent notified and therefore clause (v) of the Order is not applicable.
  • VI. The Central Government has not prescribed the maintenance of cost records under sub-Section (1 ) of Section 148 of the Act, for any of the products of the Company. Therefore, clause 3(vi) of the Order is not applicable.
  • vii. (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Duty of Custom, Duty of Excise, Cess, Goods & Services Tax and any other material statutory dues applicable to it. According to the information and explanations given to us, no undisputed arrears of statutory dues were outstanding as at March 31, 2021 for a period of more than six months from the date they became payable.

a

®

(b) As informed to us, there were no disputed amounts payable in respect of Provident Fund, Employees' State Insurance, Income Tax, Sales Tax, Service Tax, GST, Custom Duty, Value Added Tax, Cess and any other material statutory dues in arrears, as at March 31, 2021 ; except the statutory dues aggregating to Rs.3.21 lakhs pending before the appropriate authorities as under-

Sr.
no.
Name
of
the
statute
Nature
of
dues
Forum where the dues is
pending
Rs.
In
lakhs
1. The Income Tax
Act,1961
Income
Tax
Income
Tax
Appellate
Tribunal
(A.Y.1993-1994)
3.21
Total 3.21
  • viii. According to the records of the Company examined by us and information and explanation given to us, the Company has not defaulted in repayment of dues to banks during the year. The Company has not taken any loan or borrowings from government, financial institutions and has not issued debentures during the year.
  • lx. The Company has not raised any moneys by way of public issue/ further offer including debt instruments and through term loans during the year. Accordingly, clause 3(ix) is not applicable to the company.
  • X. To the best of our knowledge and according to the information and explanation given to us, no fraud by the Company and no fraud on the Company by its officers or employees has been noticed or reported during the year.
  • X'. The Company has not paid or provided managerial remuneration during the year. Accordingly, clause 3(xi) is not applicable to the company.
  • xii. In our opinion and according to the information and explanations given to us, the nature of the activities of the Company does not attract any special statue applicable to Nidhi Company. Accordingly, clause 3(xii) of the Order is not applicable to the Company.
  • xiii. According to the information and explanation given to us, and based on our examination of the records of the Company, transactions with the related parties are in compliance with Section 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the Financial Statements as required by the applicable accounting standards.
  • XIV. The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under audit. Accordingly, clause 3(xiv) is not applicable to the company.
  • XV. In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its

61

directors or persons connected with him and hence provisions of Section 192 of the Act are not applicable. Accordingly, clause 3(xv) is not applicable to the company.

Xvl. According to the information and explanations given to us the Company is not required to obtain registration under Section 45 lA of the Reserve Bank of India Act, 1934 and therefore clause (xvi) of the Order js not applicable.

For Kanu Doshi Associates LLP Chartered Accountants FRN. No.104746WAV100096

Kunal Vakharia ng Partner Membership no. UDIN: 21148916 E3f :;,I+`

Place: Mumbai Date: 29th June, 2021

®

®

ANNEXURE a TO THE AUDITORS' REPORT

(Referred to in paragraph 2(f) of `Report on Other Legal and Regulatory Requirements' section of our report of even date)

Report on the Internal Financial Controls under Clause (i) of Subsection 3 of Section 143 of the Companies Act, 2013 ("tlie Act")

We have audited the internal financial controls over financial reporting of TRI0CHEM PRODUCTS LIMITED ("the Company") as of March 31, 2021 in conjunction with our audit of the Financial Statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's Board of Directors are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (`ICAl'), These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors' Responsibility

®

®

Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by lcAl and deemed to be prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls both issued by the lcAl. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the Financial Statements, whether due to fraud or error.

reporting. We believe that the audit evidence we have obtained is sufficient and appropriate to provide abasisforourauditopinionontheCompany'sinternalfinancialcontrg.I~s;ey.s.t`emoverfinancial

Meaning of Internal Financial Controls Over Financial Reporting

A Company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Financial Statements for external purposes in accordance with generally accepted accounting principles. A Company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairiy reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Financial Statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the Financial Statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the jntemal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

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ln our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2021, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note.

For Kanu Doshi Associates LLP Chartered Accountants FRN. No.104746WAV100096

EE

Kunal Vakharia Partner Membership no.148916 UDIN: 2114891

Place: Mumbai Date: 29th June, 2021

TRIOCHEM PRODUCTS LIMITED (CIN: L24249MH1972PLC015544) BALANCE SHEET AS AT MARCH 31, 2021

[Rs. in Lakhs]
Particulars Note No. March 31, 2021 March 31, 2020
ASSETS
(1) Non - Current Assets
(a) Property, plant and equipment 3 86.39 97.51
(b) Capital work - in - progress 4 3.24 3.24
(c) Investment property 5 7.72 8.11
(d) Financial assets
(i) Other financial assets 6 7.32 7.32
(e) Deferred tax Assets 7 3.92
(f) Other non - current tax assets 8 0.71 7.26
(g) Other non - current assets 9 0.87 1.19
Total Non- Current Assets 110.17 124.63
(2) Current Assets
(a) Inventories 10 85.36 155.41
(b) Financial assets
(i) Trade receivables 11 139.06 1,239.89
(ii) Cash and cash equivalents 12 819.72 55.31
(iii) Other financial assets 13 0.65 0.59
(c) Other tax assets 14 33.17
(d) Other current assets 15 22.07 85.85
Total Current Assets 1,100.03 1,537.05
TOTAL ASSETS 1,210.20 1,661.68
EQUITY AND LIABILITIES
EQUITY
(a) Equity share capital 16 24.50 24.50
(b) Other equity 17 1,146.69 1,193.14
Total Equity 1,171.19 1,217.64
LIABILITIES
(1) Non Current Liabilities
(a) Deferred tax liabilities (Net) 18 9.33
Total Non-Current Liabilities 9.33
(2) Current Liabilities
(a) Financial liabilities
(i) Borrowings 19 250.30
(ii) Trade payables 20 32.44 74.01
(b) Other financial liabilities 21 13.93
(c) Other current liabilities 22 0.93 79.86
(d) Provisions 23 5.64 9.05
(e) Current tax liabilities 24 7.56
Total Current Liabilities 39.01 434.71
TOTAL EQUITY AND LIABILITIES 1,210.20 1,661.68
Summary of significant accounting policies 2

Summary of significant accounting policies

The accompanying notes are an integral part of the financial statements.

As per our report of even date attached. For Kanu Doshi Associates LLP For and on behalf of Board of Directors Chartered Accountants Firm Registration No.: 104746W/W100096 Yue $\overline{\mathbb{C}}$ GST. Grace R. Deora Puran Parmar Director (DIN: 00312080) Kunal Vakharia $\oint$ Partner Membership No.: 148916 Ramu S. Deora $PIOQ$ Director (DIN: 003) Place: Mumbai Dated: 29th June, 2021 h.

Chief Financial Officer

Ureca Shirish Shirole Company Secretary

$b\bar{b}$

TRIOCHEM PRODUCTS LIMITED (CIN: L24249MH1972PLC015544) STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2021

ks. in Lakhs
Particulars Note No. March 31, 2021 March 31, 2020
1 Revenue from operations 26 1,393.84 2,003.18
Iп Other income 27 13.38 46.63
Total Income $(I+II)$ 1,407.22 2,049.81
ΙV Expenses
Cost of material consumed 28 644.87 968.86
Purchase for stock-in-trade 29 602.73 37.55
Changes in inventories of finished goods, work-in-progress 30 13.41 354.67
Employee benefit expenses 31 66.91 82.33
Finance costs 32 10.89 22.97
Depreciation and amortization expenses 33 13.88 16.68
Other expenses 34 112.64 111.57
Total expenses (IV) 1,465.33 1,594.63
V Profit before exceptional items and tax (III-IV) (58.11) 455.18
VI Add: Exceptional Items
Profit before $tax(V+VI)$ (58.11) 455.18
VIII Less: Tax expense
(1) Current tax
of Current year 117.21
of Earlier years (0.75) 0.12
(2) Deferred tax
of Current year (12.66) (2.43)
Total tax expense (VIII) (13.41) 114.90
IX Profit after tax (VII-VIII) A (44.70) 340.28
lx. Other comprehensive income
a(i) Items that will be reclassified to profit or loss
a(ii) Income tax relating to items that will be reclassified to profit or loss
b(i) Items that will not be reclassified to profit or loss (2.34) (0.30)
b(ii) Income tax relating to items that will not be reclassified to profit or loss 0.59 0.08
Total other comprehensive income for the year B (1.75) (0.22)
XI Total comprehensive income for the year $(IX+X)$ $(A + B)$ (46.45) 340.06
Earning per equity share (Face value of Rs.10/- each) 35
$(1)$ Basic (in Rs.) (18.25) 138.89
(2) Diluted (in Rs.) (18.25) 138.89
Summary of significant accounting policies $\mathbf{r}$

The accompanying notes are an integral part of the financial statements.

As per our report of even date attached. For Kanu Doshi Associates LLP Chartered Accountants

Firm Registration No.: 104746W/W100096

Kunal Vakharia Partner Membership No.: 148916

Place: Mumbai Dated: 29th June, 2021

For and on behalf of Board of Directors

rue R Bwr

have Puran Parmar

Grace R. Deora Director (DIN: 00312080)

Ramu S. Deora

Ureca Shirish Shirole Company Secretary

Chief Financial Officer

Director (DIN: 00312369)

TRIOCHEM PRODUCTS LIMITED $\mbox{(CIN: I24249MH1972PLC015544)}$ CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2021

[Rs. in Lakhs]
2020-2021 2019-2020
A CASH FLOW FROM OPERATING ACTIVITIES
Net Profit before tax and Extraordinary Items
Adjustment for:
(58.11) 455.18
Depreciation / Amortisation 13.88 16.68
Interest Income (2.64) (0.66)
Reclassification of remeasurement of employee benefits (2.34) (0.30)
Interest Expenses
Sundry balance written back
10.89
(5.65)
20.06
Investment Expenses 0.04 0.05
14.18 35.83
OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES (43.93) 491.01
ADJUSTMENTS FOR WORKING CAPITAL CHANGES:
Increase/Decrease in Assets 64.10 (33.08)
Changes in Inventories 70.05 802.03
Increase/Decrease Trade Receivable
Increase/Decrease Trade payables
1,100.83 (906.88)
Increase/Decrease in other financial and non-financial liabilities (41.58)
(13.93)
39.88
11.88
Increase/Decrease in Liabilities (78.93) 78.62
Changes in Provision 2.24 0.20
1,102.78 (7.35)
Cash Generated from Operations 1,058.85 483.66
Direct taxes paid / (refund) (33.41) (101.40)
NET CASH FROM OPERATING ACTIVITIES 1,025.44 382.26
B) CASH FLOW FROM INVESTING ACTIVITIES
Purchase of Fixed Assets including Capital Work in Progress (2.37) (3.24)
Investment Expenses (0.04) (0.04)
Interest Received 2.57 0.60
0.16 (2.68)
NET CASH USED IN INVESTING ACTIVITY 0.16 (2.68)
C) CASH FLOW FROM FINANCING ACTIVITIES
Net (Decrease)/Increase in Short Term Borrowings (250.30) (329.11)
Interest Paid (10.89) (261.19) (20.06) (349.17)
NET CASH USED IN FINANCING ACTIVITY (261.19) (349.17)
NET CHANGES IN CASH & CASH EQUIVALENTS(A+B+C) 764.41 30.41
OPENING BALANCE OF CASH & CASH EQUIVALENTS
55.31 24.90
CLOSING BALANCE OF CASH & CASH EQUIVALENTS 819.72 55.31
764.41 30.41

TRIOCIIEM PRODUCTS LIMITED (GIN: L24249M111972PLC015 544) CASH FI.OW STATEMENT FOR THE YEAR ENDED MARCH 31, 2021

(Rs, in hakhs)
2020.2021 2019-2020
Notes
Clusin2 Bahancc Of Cash & Cach Eauivalcnts
1 Cash and cash Equivalents Includes: (RcferNote No 11)
CASH IN Hue
BAIJINCE WITII SCHEDULED BANKS
• In Current Account
• In Fixed Deposit (includingAccrucd lntcrcst)

2 Previous year figures have been regrouped and rearranged wherever considered necessary to make them comparable with those ofthc current year.

As per our report of even date attached. For Kanu Doshi Associates LIP Chartered Accountants

®

a

Kunal Vakharia Partner Membership No.: 148916

Place: Munbal Dated: 29th}une, 2021

For and on behalf of Board of Direct

Q DQDEL

Grace R. Dcora Director (DIN: 00312080) Chief Financial officer

Ranu s. Dcora Urcca shirish shirole Director (DIN 00312 369) Company secretary

lil_ Puran Par-

EEEEI

TRIOCHEM PRODCUTS LIMITED (CIN: L24249MH1972PLC015544) STATEMENT OF CHANGE IN EQUITY FOR THE YEAR ENDED MARCH 31, 2021

[Rs. in Lakhs]

A. Equity Share Capital
Particulars No. of Shares Amount
Balance at at 31st March, 2019 (Face Value of Rs.10/- each) 2,45,000 24.50
Changes in equity share capital during the year
Balance at at 31st March, 2020
۰
2,45,000
24.50
Changes in equity share capital during the year $\bullet$
Balance at at 31st March, 2021 2,45,000 24.50

B. Other Equity

Particulars Reserves and Surplus Other items of Other Total
Capital General Reserves Retained Earnings comprehensive
Reserve Remeasurement of
net defined benefit
plans
Balance at at 31st March, 2019 0.04 177.86 675.05 0.12 853.07
Profit for the year
Remeaurements of Defined Benefit Plan
Fair Value effect of Investments of shares
340.28 (0.22) 340.28
(0.22)
Balance at at 31st March, 2020 0.04 177.86 1,015.34 (0.10) 1,193.14
Profit for the year
Remeaurements of Defined Benefit Plan
Fair Value effect of Investments of shares
(44.70) (1.75) (44.70)
(1.75)
Balance at at 31st March, 2021 0.04 177.86 970.64 (1.85) 1,146.69

As per our report of even date attached. For Kanu Doshi Associates LLP Chartered Accountants Firm Registration No.: 104746W/W100096

Kunal Vakharia Partner Membership No.: 148916

Place: Mumbai Dated: 29th June, 2021 For and on behalf of Board of Directors

Grace R. Deora Director (DIN: 00312080)

Ramu S. Deora

Puran Parmar Chief Financial Officer

Director (DIN: 00312369)

Ureca Shirish Shirole Company Secretary

Notes to the financial statcmcnts for the year ended Mardi 31, 2021

1 Companyovcrvicw

®

Triochem Products Limj(ed (the "Company') is an existing pubhic limited company incorporated on 17ro1/1972 under the provisions of the Indian Companies Act, 1956 and dccmcd to exist within the purview of the Companies Act, 2013, having Its rcgistercd office at 4th Floor, Sambava Chamber, Sir P. M. Road, For(, Mumbal . 400 col. I( has been engaged primarily in (he business Of manufacturer and exporter of pharmaceuticals products, Apls and chemicals. The equity shares of the Company arc listed on BSE Limited ("BSE"). The financial statements are presented in Indian Rupee (D.

2 Significant accounting policies

This note provides a list of the significant accounting policies ndop(cd in the preparation of these financial statements. Thcsc policies have been cousistcntly applied (o all the years presen(cd, unless otherwise sta(ed.

A Basis ofprcparation of financial statement

The financial statements Complies ln all material aspects with Indian Accounting Standards and AS no(ificd under the Companies ¢ndian Accounting Standards) Rules, 2015 as ancndcd and notified under Section 133 of the Companies Act, 2013 (the "Act') and other relevant provislous of (he Act and other accounting principles generally acccpled ln India.

The financial statements were authorized for lssuc by the Company's Board of Directors on 29th June, 2021.

These financial statements arc presented jn Indian Rupees aNR), which is also the functional currency. All the amounts have been rounded off to the nearest lalchs, unless otherwise lndlcatcd.

8 Use ofcstimates and judgements

The preparation of financial statements requires management to make judgments, estimates and assump(ious in the application of accounting policies that affect the reported amounts of assets, ljabili(ies, income and expenses. Actual results may differ from these estimates. Continuous evaluation is done on the estimation and judgments based on historical experience and other factors, including expectatlous of future cvcnts that arc bellcved (o be rcasonal)lc. Revislous to accounting cs(imates arc recognised praspectively.

C Cunent and non<urrent classification

All assets and liabilities have been classified as curren( or non-current as per the Company`s operating cycle and other criteria set ou( in the Schedule Ill to the Companies Act, 2013. Based on the narurc of products and the time betwccn the acquisition of assets for processing and their realisation in cash and cash equivalents, the Company has ascertained its operating cycle as 12 months for the purpose of currcn( . non-currcn( classification Of assets and liabilities.

D Foreign currency translation

i Functional and presentation cuncncy

Items included ln the financial statcmcnts of the Company arc mcasurcd using the currency of the primary economic environment in which the Company operates (`the func(ional currcncy'). The financial statements are presented in Indian rupee aNR), which is Company's functional and presenta(ion currency.

ii Transactions and balances

Foreign currency transactlous arc transla(ed into the functional currency using the cxchangc rates at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactlous and from the translation of monetary assets and llal]ilities dcnondnated in foreign currencies al year cnd exchange rates arc generally recogniscd ln profit or loss. Au the foreign exchange gains and losscs are presented in the statement of Profit and loss on a net basis within other cxpcnscs or other income as applical,le.

E Property, plant and cquipmcnt

  • i Freehold land is carried at historical cost Including expenditure that is directly attributable (o the acquisition Of the Land.
  • ii All other items of property, plant and equipment arc stated a. cost less accumulated depreclation. Cost Includes expenditure that is directly attrlbutable to the acquisition of the items.
  • ifi Subsequen( costs are included in the asset's carrying amount oT recogniscd as a separa(e asset, as appropria(e, only when i( is probable that future economic benefits associated with the ltcm will flow to the company and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separalc asset is dcrccognlsed when replaced. Au other repairs andmaintenanccarechargedtoprofi(orlo:+qu:.¥,reporting

Notes to tile financial statements for the year ended March 31, 2021

  • iv Cost of Capital Work in Progress (`CWIP') comprises amount paid towards acquisi(ion of property, plant and equipment outstanding as of each balance sheet date and construction cxpenditurcs, other cxpendirurcs necessary for the purpose of preparing the CWIP for it intended use and borrowing cast incurred before the qualifying asse( is ready for intcndcd use. CWIP is not dcprcclatcd until Such time as the relevant asset is complc(ed and ready for Its Intended use.
  • v Deprcclatlon me(hods, estimated useful lives and residual value
  • (a) Fixed assets are stated at cost less accumulated dcpreclation.

a) Deprcclation is provided on a writ(en down value method at the rates and manner as prescribed under Schedule 11 (o the CompanJes Act, 2013. The depreciation chnge for each period is recogniscd in the Statement of Profit and loss, unless it is included in the carrying amount of any othci` assc(. The useful ljfc, rcsldual value and (he deprccia(ion method arc rcviewcd atlcast at each financial year end. If the expectations differ from previous cstinates, the changes arc accounted for praspectively as a change in accounting cstimatc.

  • vi Tangivle assets which arc not reedy for their intended use on rcpor(ing date arc carried as capital work.[n-progress.
  • vii The rcsidunl values are not more than 5% of the chgival cos( of the asset. An assct's carrying amount is wri(ten down lmmcdlately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount.

Estimated useful Lives, residual values and dcpreclatlon methods are reviewed annually, taking into accoun( commercial and technolog[cal obsolescence as well as normal wear and tear and adjusted prcxpcctlvely, if appropriate.

Gains and losscs on disposals arc determined by comparing proceeds with carrying amount. These arc included ln profi( or loss wi(him other expenses or o(her income as applical>le.

F Investment property

®

®

Property that is held for long-term rental yields or for capital appreciation or both, and that is no( occuplcd by the Company, is classified as Investment property. Investment property is mcasurcd Initially at its cost, including related (ransaction costs and where applical>le borrowing costs. Subsequent cxpendi(ure is capitaliscd to the assc('s carrying anoun( only when it is probal>lc (hat future economic benefits assoclatcd with the expenditure will flow to the Company and the cost of the item can be measured reliably. All other repalrs and main(enancc costs are cxpeused when incurred. when part of an lnves(men( property is replaced, the carrying amount of the replaced par( is dcrccognised. Investmen( properties (except freehold land) are dcpreclatcd using the Writ(en down value method over their estimated useful lives at the rates prescribed under Schedule 11 of the Companies Act, 2013.

G Intantlble assets

  • i An intangivlc asset shall be recognised if, and only if: (a) lt is probal]le that the expected future economic benefits that are attributablc to the asset will flow to the Company and a) the cost of the as§c( can be mcasurcd rclial>ly.
  • ii Computer software is capiuliscd where lt is expected to provide future enduring cconomlc benefits. Capitalisation casts include ljccnce fees and costs of implemcntation / sys(cm in(egratlon services. The costs are capjtaljsed in the year ln whieh the relevant software is implementcd for use. The same ts amortised over a period of 3 years on straight-line method.

H Bomowhgcost

  • i Borrowings are initially recognised at fair value, ne( of trarLsaction costs incurred. Borrowings are subsequently mcasurcd at amortiscd cost. Any difference bctwccn the procccds (net of transaction costs) and the redemption amount is recogniscd ln profit or loss over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities are recognlscd as transaction casts of the loan to the cxtcnt tha( lt is probable that some or all of the facility will bc drawn down. In this case, the fee ls dcfcrred until the draw dowli occurs. To the cxtcnt there is no cvidencc that it is probable that some or all of the facility will bc drawn down, the fee is capitaliscd as a prcpayment for liquidity services and amor(ised over the period of the facility to which lt relates.
  • ii Borrowings arc classified as current financial liabilities unless the group has an unconditional right to defer scttlemen( Of the lial7ility for at least 12 months after the rcporling period. Where there is a breach of a material provision of a long.term loan amngement on or before the end of the reporting period with the effect that the tial]illty becomes payable on demand on the reporting date, the cntlty does not classify (hc lial]lLity as curren(, if the lender agreed, after the reporting period and before the approval of the financial

Notes to the finandal statements for the year ended March 31, 2021

I Income tax, deferred tax and dividend distribution tar

The Income tax expense or credit for the year is (hc tax payable on the current year's taxable income based on the applicable income tax rate adjusted by changes in deferred tax assets and liabilities attributal)le to temporary differcnccs and to unused tax tosses.

Current and deferred tax is rccogniscd ln the profit and loss excep( to the extent lt relates to items rccognised dlrcctly ln equity or o(her comprcheusivc income, ln which case it is recogniscd ln equity or other compreheusivc income respectively.

i Cuncnt income tax

Curren( tax change is based on taxable profit for the year. The tax rates and tax laws used to compute the amount are those tha( are enacted or substantively enacted, at the reporting date where the Company operates and generates (axablc income. Management perlodlcally evaluates pusitious taken in tax returns with respect (o sltuatlons in which appllcablc tax regulation is subject to interpretation.I( establishes provisions where appropriate on lhc basis of amounts expec(cd to bc paid to the tax authori(ics.

Curren( tax assets and tax liabilities arc ofket when there is a legally enforceable right to set off current tax assets agalus( current tax llal)ilitics and Company intends either to settle on a net basis, or to rcalise the asse( and settle the lJabiljty slmultancously.

ii Deferred tax

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a

Dcferrcd tax is provided using the liability method on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements a( the reporting date. Deferred tax assets are recognised to the exten( that lt is probable that fufurc taxable income will be available a8aiust which the deductible (emporary differences, unused tax los§es, depreciation cany.forwards and unused tax credits could be uthised.

Dcfcrrcd income tax is not accounted for lf I( arises from initial recognition of an asset or lial>ility in a transaction other than a business combination that at the time of the transaction affects neither accoun(ing profi( nor taxable profit (tax loss).

Deferred tax assets and lial>ilitles are measured based on the tax rates that are cxpectcd to apply in the period when the asset is realiscd or the liability is settled, based on tax rates and tax laws that have been cnactcd or substantively enacted by the balance sheet date.

The carrying amount of deferred tax assets is reviewed at each reporting date and adjusted to reflect changes ln probal]ility that sufficient taxable profits will be availal]le to auow all or part of the asset to be rccovcred.

Dcfcrred income tax assets and liabili(ies are off-set against each other and the resultant net amount ls presented in the Balance Shcct, if and only when, (a) the Company has a legally enforccal>le right to set.off the current income tax assets and llal]ilities, and ® the dcfcfTed Income tax assets and ljal>llitles relate to lncomc tax lcvled by the Same taxation authority.

Minimum Alternate Tax credit is recognised as an asset only when and (o the extent there is convincing evidence that the company will pay nomal income tax during the specified period. Such asset is reviewed at each Balance Sheet date and the carrying amount of the RAT credit asset is whtten down (o the extent there is no longer a convincing cvidencc to the effect that the Company win pay normal income tax during the specified period.

/ Revcnucrcogivtion

Revenue is measured at the fair value of the consideration received or reccival)le. Amounts disclosed as rcvcnuc are indusivc of excise duty and net of returns, trade discount taxes and amounts collected on behalf of third parties. The Company rccogniscs revenue as under:

I Sales

(i) The Company recognizes revenue from sale of goods when:

(a) The significant risks and rewards of ownership in the goods arc mnsfcrred to the buyer as per the terms of the contract, which coincides with the delivery of goods.

a) The Company retains neither continuing managerial involvement to the degree usually associated with the ownership nor effective control over the goods sold.

(c) The amount of revenue can bc reljal)ly measured.

(d) It is probable that future economic benefits associated with the transaction will flow to the Company.

(e) The cost incurred or to be incurred ln respect of the trausac(ion can be measured rclial]ly.

(I) The company bases Its estima(es on his(orlcal results, taking Into c the spectfics of each arran8emcnt. type of customer, the type of transaction and

Notes to the fimncial statements for the year ended March 31, 2021

Effcctivc April 1, 2018, (he Company has applied lnd AS 115 which establishes a compreheusivc framework for de(crmlnin8 whether, how much and when revenue is to be recognised. Ind AS 115 replaces Ind AS 18 Revenue and lnd AS 11 Coustniction Contracts. The Company has adopted lnd AS 115 using the cumulative effect method. The effect of lni(lally applying this standard is rccognised at the date of lnl(lal application (i.e, April 1, 2018). Thcrc arc no material impact on revcnuc rccogivtion by applylng this standard.

11 Other income

(i) Intcrcst income

Interest income from debt iustrumcnts is rccogniscd using the effective interest rate method. The effcctivc interest rate is the rate that exactly discounts estimated future cash receipts throuch the expected life of the financial asset to the gross carrying amount of a financial asset. When calculating the cffectivc Interest rate, the group cstlmates the expec(ed cash flows by considering all the contractual terms of the financial instrument (for exalnple, prepayment, extension, call and similar options) but does not consider the expected credit losses.

(fi) Dividends

Dividends are recogniscd in profit or loss only when the rlcht to receive payment is cstal]lished, it is probable that the economic benefits associa(ed with the dividend will flow to the group, and the amount of the dividend can bc mcasurcd rellal]ly.

(iii) Export benefits

Expor( inccn(ives are accounted for on export of goods if (he cntitlements can be estimated with reasonable accuracy and conditions precedent to clalm are fulfilled.

K Invcntorics valuation

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  • i Raw materials, components, stores & spares, packing material, send-finished goods & finished goods arc valued a( lower of cost and net realisable value.
  • fi Cost of Raw Materials, components, s(ores & spares and packing material is arrived a( Wcichted Average Car( and Cost of semifinished good and finished good comprises, raw matcr[als, direct labour, other direct costs and related production overheads.
  • iii Serap is valued at net realisable value.
  • iv Due allowances are made in respect of slow moving, non.moving and obsolete lnven(ories based on estimate made by the Management.

L Impaiment ofAsscts

Intangible assets that have an indcfinitc useful life are no( subject (o amortization and are testcd annually for impainen( or more frequently if events or changes ln circumstances indicate that they might be impaired. Other assets arc tcstcd for impairment whenever cvcnts or changes ln circumstances indicate that the carrying amount may no( be rccovcral]le. An impairment Loss ls recognised for the amount by which the asse('s carrying amoun( exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs of disposal and value in use. For the purposes of asscsslng lmpairment, assets are grouped at the lowes( levels for which there are separately identlfial]lc cash inflows which arc largely lndependcnt of the cash inflows from other assets or groups of assets (cash, generating units). Non.financial assets that suffered impalmcnt are reviewed for possible rcvcrsal of the lmpairment at the end of each reportingperiod.

M Fair value Measurement

The Company measures certain financial instruments at fair value at cash balance sheet date. Fair value is the price that would be received to §cll an asset or paid to transfer a lial]ility in an orderly transaction between market par(icipants at the mcasuremcnt date. The fair value measurcmcnt is based on the presumption (hat the transaction (o sell lhc asset or (ransfcr the lial)ility takes place elthcr:

  • In the principal market for the asset or liabiltry, or
  • In the absence of a principal market, in the most edvan(ageous market for the asset or lial>ility

The principal or the most advantageous market must be accessible by (he Company. The fair value of an asset or a hial]ility is measured using the assumptions that markc( partlclpants would use when pricing the asset or llal]ility, assuming that market participants act in their economic best lnteres(.

A fair value measurement of a non.financial asset takes ln(o accoun( a market participant's al]iLity (o gcncrate economic benefits by using the asset ln its hi8hes( and best use or by selling it to another market partlclpant that would use the asse( jn its hichest and best use.

The Company uses valuation tech measure fair value, fnaximizing the n##i::ani::That|: ces and for which s\ifficient data are available to the use of unobserval]lc Inputs.

Notes to the financial statements for the year ended March 31, 2021

ALL assets and llabin(ics for which fair value is measured or disdosed ln the financial statements arc catcgorised within the fair value hierarchy, described as follous, based on the lowest level input that is significant to the fur value mcasurcmcm as a whole:

Level 1: Quoted (unadjusted) prices for identical assets or ual]ihities in active markets

Ievel 2: Significant inputs to (he fair value measuremcn( are directly or indirectly observable

Level 3: Significant Inputs to the fair value measuremen( are unobserval)lc

For assets and liabilities that are rccognised ln the financial statements on a recurring basis, the Company determlncs whether transfers have occurred between levels in the hlcrarchy by re.assesslng categorization ®ased on the lowest level Input tha( is significant to the fair value measurement as a whole) at the end of each reporting period,

For the purpose of fair value disdosures, the Company has dctermlncd classes of assets & lial>ilities on the basis Of the nature, characteristics and the risks of (he asset or lial>iljty and the level of the fair value hierarchy as explalned above.

N Financial Instnmcnt

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a

a Recognition, classification and presentation

The financial lustrumcnts are recognised ln the balance sheet when the company becomes a party to the contractual provislous of the instrument.

The Company de(ermines the classification of its financial iustrumcnts at initial rccognitlon.

The Company classifies its financial assets ln the following categories: a) (hose to be measured subsequently a( fair value (either through other comprehensive income, or throuch profit or loss), and b) those to be measured at amortized cost. The classiflcatlon depends on the cntity's business model for managiv8 the financial assets and the contractual terlns of the cash flows.

Flnanclal assets and ljal)ill(ics arising from diffcrcnt transactions arc off-set agaius( each other and the resultant net amount is presented in the balance sheet, lf and only when, the Company currently has a legally cnforceal>lc right to set-off the related recognlsed amounts and in(ends either to settle on a net basis or to realize the assets and settle the liabilities simultaneously.

b Mcasurenent

(A) Initial mcasuLremcnt

At initial recognition, the Company measures financial instruments at its fair value plus, in the case of a financial asset not at fair value through profi( or loss, transaction costs tha( are directly attributal>le to the acqui(ion of the financial assets. Otherwise transaction costs arc expensed ln the statcmcnt of profit and loss.

(8) Subsequent measurement - financial assets

The subsequent measurement of the financial assets depends on their classification as follows:

(i) Financial assets measured at amortized cost

Assets (hat are held for collection of contractual cash flows where those cash flows represent solely payments of principal and ln(crest are measured at amortized cost using the cffcc(ive lnlcres( ra(c (`EIR') method (if the impact of discounting / any transac(ion costs is slgnlficant). Interest income from thcsc financial assets is included in finance lncomc.

(ii) Finandal assets at fair value through other comprehcusivc income (`FvrocI')

Equity investments which are not held for trading and for which the Company has elected to presen( the change jn the fair value ln other comprehcneive income and debt instruments (hat are held for collection of contractual cash flows and for selling the financial assct§, where the assets' cash flow represent solely paymem of princlpal and lntcrest, arc measured at FvrocI.

The changes in fur value are taken through OCI, cxccpt for the impairment, in(Crest Oasis FIR mc(hod), dividend and foreign exchange differences which are recogniscd in the sta(cmcn( of profit and loss.

When the financial asset is derccognkcd, the related accumulated fir value adjustments in OCI as at the date of dcrecognition arc rcclasslfied from equity and recognised in the statcmen( of profit and loss. However, there ls no subsequen( rcdassiflcatlon of fair value galas and losses to statement Of profit and loss ln case of equity instruments.

Notes to tlic financial statements for the year ended March 31, 2021

(iii) Finandal assets at fall value throutli profit or loss (`FVTPI,')

All equity instruments and financlal assets tha( do not meet the criteria for amor(izcd cost or FVTOCI arc measured at fair value through profit or loss. Interest Oasis FIR method) and dividend income from FVTPL is recognised ln the statement of profit and loss wlthln finance income / finance costs separately from the other galusAosses arising from chan8cs in the fair value.

Impairment

The company assesscs on a forward looking basis the cxpectcd ercdit tosses associated with its assets carried at amortized cos( and deb( instrument carried at FVTOCI. The inpaimcnt methodology appljcd depends on whether there has been a slgnjficant increase in credit risk since initial recognition. If credit risk has not Increased significantly, twelve month ECL is used to provide for impairment loss, otherwise lifetime ECL is used.

However, only in case of trade receivables, the company applies the simplified approach which requires expected lifetime losses (o be recognized from initial recognition of the rcccivables.

(c) Subsequent measurement . financial liabiuties

Other flnanclal llchilities arc Initially recogniscd a( fall value less any directly atulbutable transaction costs. They are subsequently measured at amor(ized cost using the FIR method (if the lmpac( of discounting / any transaction costs is significant).

c Dc-recogivtion

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The financial lial>ilJtics are de.recogniscd from the balance shcc( when the under.lying obli8atious arc extinguished, discharged, lapsed, cancelled, expires or legally released. The financlal assets are de-rccogniscd from the balance shcct when the rights to receive cash flows from the financial assets have expired, or have been transferred and the Company has transferred substantially au risks and rewards of ownership. A financial instrument is any con(fact that gives rise (o a financial asset of one entity and a financial liability or equity instrument of another entity.

0 Cash and cash cquivalcnts

Cash and cash equivalents includes cash ln hand, deposits with banks, other short term highly liquid investments with original maturities of three months or less that are readily convertlble to hown amounts of cash and which are subject to an luslgnifican( risk of changes in value.

For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes outstanding bank overdraft shown wi(him current llal>ilities in statement of financial halancc sheet and which arc cousidercd as lntcgral part Of company's cash management policy.

P Investments

Equity investments are measured at fair value, with value changes rccognised in Other Comprehensive Income, except for those mutual fund for which the Company has elected to present the fir value changes in the Statement of Profit and Loss.

Q Trade receivables

Trade receivables are recognised initially at thclr fair value and subsequently mcasurcd at amortised cert using the effective intcrcst method, less provision for expected credit loss.

R Trade and otlier payables

These amounts represent liabilities for goods and services provided to the Company prior to the end of financial year which are unpaid. Trade and other payables arc recognised, initially at fair value, and subsequently measured at amortiscd cost using effcctivc interest rate method.

S Provisions, contingent liabilities and contingent assets

i provisions:

A provision is recognized, when company has a present obligation ¢egal or constructive) as a result of past events and it is probal]lc that an outflow of resources embodying economic benefits will be required to settle the obligation, ln respect Of which a reljablc estimate can be mndc for the amount of obligation. The expcnsc relating to the provision is presented in the profit and loss net of any relmburscmcnt.

If the cffcct Of the lime value of money is material, provlslous arc discounted using a cunenl pre-tax rate that reflects, when appropriate, the risks specific to the 11 rccogriscdasafinance cost. `r,:de,ap'':'ngndiseountfn8 increase in the provision due to the passage of time is

Notes to the financial statements for the year ended March 31, 2021

ii Contingent Liability

A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or nonoccurrence of one or more uncertain future events beyond the control of the Company or a present obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognized because it cannot be measured reliably. The Company does not recognize a contingent liability but discloses its existence in the financial statements.

Contingent liabilities, if material, are disclosed by way of notes and contingent assets, if any, are disclosed in the notes to financial statements.

iii Contingent Assets

Contingent Assets are disclosed, where an inflow of economic benefits is probable.

T Earnings per share

i Basic earnings per share

  • Basic earnings per share is calculated by dividing:
  • the profit attributable to owners of the Company; and

  • by the weighted average number of equity shares outstanding during the financial year, adjusted for bonus elements in equity shares issued during the year.

ii Diluted earnings per share

Diluted earnings per share adjust the figures used in the determination of basic earnings per share to take into account:

  • the after income tax effect of interest and other financing costs associated with dilutive potential equity shares; and

  • the weighted average number of additional equity shares that would have been outstanding assuming the conversion of all dilutive potential equity shares.

U Lease Accounting

As a lessee, the Company previously classified leases as operating or finance leases based on its assessment of whether the lease transferred significantly all of the risks and rewards incidental to ownership of the underlying asset to the Company. Under Ind AS 116, the Company recognizes right of use assets and lease liabilities for most leases i.e. these leases are on balance sheet.

On transition, the Company has applied following practical expedients:

  • i Applied a single discount rate to a portfolio of leases of similar assets in similar economic environment with similar end date.
  • ii Applied the expemption not to recognise right-of-use-assets and liabilities for leases with less than 12 months of lease term on the date of transition.
  • iii Excluded the initial direct costs from the measurement of the right-of-use-asset at the date of transition.
  • iv Grandfathered the assessment of which transactions are, or contain leases. Accordingly, Ind AS 116 is applied only to contracts that were previously identified as leases under Ind AS 17.
  • v Relied on its assessment of whether leases are onerous, applying Ind AS 37 immediately before the date of initial application as an alternative to performing an impairment review.
  • vi Used hindsight when determining the lease term if the contract contains options to extend or terminate the lease.

V Employee benefits

i Short-term obligations

Liabilities for wages, salaries and leave encashment including non-monetary benefits that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognised in respect of employees' services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are presented as current employee benefit obligations in the balance sheet.

Notes to the financial statements for tlic year cndcd Mardi 31, 2021

ii Otlicr long-ten employee benefit obligations

The liabilities for carncd leave are not cxpectcd to be settled wholly within 12 months after the end of the period in which the cmployces render the related service. They arc therefore measured as the present value of expected future payments to be made in respectofservicesprovidedbyemployeesuptothecndofthcreportln8pcrioduslngtheprojectcdunilcrcdltmethod.Thebenefits are discounted using the appropriate market yields at the end of the reporling period that have tcms approxinating to the terms of the related obligation. Rcmeasuremcnts as a result of experience adjustmcnts and changes ln actuarial assumptions are rccognised in profit or lass.

The obligatlous arc presented as current ljal.ilitles ln the balance shcel if the entity docs not have an unconditional right to defer scttlemcnt for at least twelve months after the reporting period, regardless of when the actual settlement is cxpcctcd to occur.

hi I'ostunployment obugations

The group operates the following past-employment schemes:

a Defined benefit gratuity plan:

Gratuity and Leave encashment which arc defined benefits arc accrued based on actuarial valuation working provided by lndependen( ac(uary. The Contribution is charged to profit and loss.

The lialDillty or asset rccognised in the balance sheet in respect of defined benefit gratuity plans is the present value Of the defined bcneflt obligation at the cnd of the reporting period less the fair value of plan. The defined benefit obligation is calculated annually as per the report on independent actuary. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows by rcfercnce to market yields at the cnd of the reporting period on govcmment bonds that have terns approximating to the terms of the related obllgatlon. The net interest cost is calculated by applying the discount rate to the net balance of the deflncd benefit obligation and the fair value of plan assets. This cost is included in employee benefit expense ln the statement of profit and loss. Rcmeasurcmcnt 8alus and lesscs arising from experience adjustmcnts and changes ln actuarial assumptlous are rccognised in the period ln which they occur, directly ln other comprehensive income. They are included in retalncd carhingr in the statement of changes in equity and ln the balance sheet.

b Defined Contribution plan:

Contribution payal)lc to rccognised provident fund and supcrannua(ion scheme which is defined contribution scheme is charged to Statement of profit & Loss. The company has no further oungation to the plan beyond its contribution.

W Cash Flow statement

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Cash flows are reported using the indircc( method, whereby net profit before tax is adjusted for the cffccts of thLnsactious of a non-cash nature, any defenals or accruals of past or fufurc operating cash receipts or payments and item of income or expenses associated with investing or financing cash flows. The cash flows from operating, investing and financing activities of the Company arc scgrcgated.

X Operatingcydc

Based on the nature of products/activities of the Company and the normal time between acquisition of assets and their realisa(ion in cash or cash equivalents, the Company has determined its operating cycle as 12 months for the purpose of clasificatlon of its assets and lichilities as current and non current.

Y Rounding ofanounts

All amounts disclosed ln the financial statements and notes have been rounded off (o the nearest Rupees Lacs (up to tro decimals), unless otherwise stated as per the requirement of Schedule Ill @ivision ID.

NOTE NO. 3 : PROPERTY, PLANT AND EQUIPMENT

Particulars Freehold land Building Plant and
machinery
Furniture &
fixtures
Vehicles Office
equipments
Total
Gross block
As at March 31,2019 0.39 1.34 173.83 1.30 0.12 8.16 185.13
Additions
Disposals $\sim$ ٠ ٠
As at March 31,2020 0.39 1.34 173.83 1.30 0.12 8.16 185.13
Additions 2.37 2.37
Disposals ۰ $\bullet$
As at March 31,2021 0.39 1.34 176.20 1.30 0.12 8.16 187.50
Particulars Freehold land Building Plant and
machinery
Furniture &
fixtures
Vehicles Office
equipments
Total
Accumulated depreciation
As at March 31,2019 0.02 65.27 0.56 5.50 71.35
Depreciation charge during the year 0.01 15.32 0.10 0.84 16.27
ASA Disposals
As at March 31,2020 0.03 80.59 0.66 6.33 87.62
Depreciation charge during the year ۰ 0.01 13.06 0.07 0.35 13.49
Disposals
Honda Richt As at March 31,2021 $\blacksquare$ 0.04 93.65 0.74 6.68 101.11
Net carrying amount as March 31, 2020 0.39 1.31 93.23 0.63 0.12 1.82 97.51
Net carrying amount as March 31, 2021 0.39 1.30 82.55 0.56 0.12 1.47 86.39

NOTE NO. 4 : CAPITAL WORK-IN-PROGRESS

articulars? Plant and
machinery
Total
As at March 31,2019
Additions 3.24 3.24
Deduction
As at March 31,2020 3.24 3.24
Additions 2.37 2.37
Deduction (2.37) (2.37)
As at March 31,2021 3.24 3.24

Note No 4.1: Capital work-in-progress mainly comprises fixed assets related to new plant and machinery.

[Rs. in Lakhs]

NOTE NO. 5 : INVES"ENT PROPERTY

Partiailars Building Total
Gross block
As at Mard 31,2019 9.89 9.89
Additious
Disprrsals
As at March 31,2020 9.89 9.89
Additious
Disposals
As at March 31,2021 9.89 9.89
Particulars Building Total
ArmLmulated depreciation
As at March 31,2019 1.37 1.37
Depreciation chnge during the year 0.41 0.41
Disposals
As at March 31,2020 1.78 1.78
Depreciation charge during the year 0.39 0.39
Disposals
As at March 31,2021 2.17 2.17
Particulars Mad 31, 2021 Mad 31, 2020
Renal income
Direct operating cxpcnses from property that did not generate rental income.
There are no restrictions on the realisabtlity of investment property.
and equipmcn(.
The company is using safne rife for the same dass of asset as applical>lc for property plant
Fair Value
Investment property - Rcsidcntial building, the market value has not been ascertained.
to 4.20 Crorc
ge of estimates within which fair value is highly hikely to lie- Between Rs. 4.cO Crone

Notes to the financial statements for the year ended March 31, 2021

6 OTHER NON CURRENT FINANCIAL ASSETS
Particulars March 31, 2021 March 31, 2020
(Unsecured consider good, unless other wise specified)
Deposits 7.32 7.32
7.32 7.32
DEFERRED TAX ASSETS (NET)
Name of the shareholder March 31, 2021 March 31, 2020
Deferred tax assets (Net) (Refer Note No. 7.1) 3.92
3.92
Note No.: 7.1
Particulars Net balance as Recognised in
at April 01,
2020
lstatement of
profit and loss
Recognised in
OCI
Net balance as at
March 31, 2021
Deferred Tax Liabilities/(Assets)
Property, plant and equipment / Investment Property / Other
Intangible Assets
11.07 (1.14) 9.94
Fair Value through P&L (11.56) (11.56)
Fair Value through OCI (0.01) (0.59) (0.60)
Others Matter
Expenses allowable under income tax on payment basis (1.74) 0.03 (1.70)
9.33 (12.66) (0.59) (3.92)
Particulars Net balance as Recognised in
at April 01,
2019
statement of
profit and loss
OCI Recognised in Net balance as at
March 31, 2020
Deferred Tax Liabilities/(Assets)
Property, plant and equipment / Investment Property / Other
Intangible Assets
13.85 (2.78) 11.07
Fair Value through P&L ٠
Fair Value through OCI 0.07 (0.08) (0.01)
Others Matter
Expenses allowable under income tax on payment basis (2.08) 0.35 (1.74)

Income tax

The major components of income tax expense for the year ended 31 March, 2021

Particulars March 31,
12021
March 31, 2020
Profit and Loss:
Current tax - net of reversal of earlier years : Rs. - 0.75 Lakhs (31 March 2020 : Rs.0.12 Lakhs) (0.75) 117.33
Deferred Tax- net of reversal of earlier years : Rs. Nil (31 March 2020 : Rs. Nil) (12.66) l (2.43)
(13.41) 114.90

Reconciliation of tax expense and the accounting profit multiplied by domestic tax rate

Particulars For the year
ended March
31, 2021
For the year
ended March 31.
2020
Profit before income tax expense (58.11) 455.18
Tax at the Indian tax rate $@$ 25.17% (31 March 2020 $@$ 25.17%) 114.57
Add: Items giving rise to difference in tax
Permanent difference 0.38
Others (0.16)
REAL PROPERTY
Tax for earlier years
0.12
ক্ষ
Total Tax Expenses
114.90
Note: Deferred tax asset has been created on the loss to be carried Soward
i Maria a

$\mathbf{A}$

Note: The figures have been regrouped/reclassified, wherever nedessary.

[Rs. in Lakhs]

Notes to the financial statements for the year ended March 31, 2021

8 OTHER NON CURRENT TAX ASSETS
Particulars March 31, 2021 March 31, 2020
Balance with government authorities 0.71 7.26
0.71 7.26
9 OTHER NON CURRENT ASSETS
Particulars March 31, 2021 March 31, 2020
(Unsecured consider good, unless other wise specified)
Advance recoverable in cash or kind or for value to be received 0.87 1.19
0.87 1.19
10 INVENTORIES
Particulars March 31, 2021 March 31, 2020
16.70
Raw Material 5.32
0.88
2.01
Packing Material
Finished Goods
79.16 136.70
85.36 155.41
11 TRADE RECEIVABLES
Particulars
March 31, 2021 March 31, 2020
(Unsecured)
Considered Good (Refer Note No. 41)
139.06 1,239.89
139.06 1,239.89
12 CASH AND CASH EQUIVALENTS
Particulars
March 31, 2021 March 31, 2020
Balance With Banks 419.40 54.61
- On Current account
- Fixed Deposit (Including Accrued Interest)
399.55
Cash on Hand 0.77 0.70
819.72 55.31
13 OTHER FINANCIAL ASSETS
Particulars March 31, 2021 March 31, 2020
(Unsecured consider good, unless other wise specified)
Interest Receivable 0.65 0.59
0.65 0.59
14 OTHER TAX ASSETS
Particulars March 31, 2021 March 31, 2020
Advance Tax and Tax Deducted at Source (Net of Provision for 33.17
Taxation)
33.17
15 OTHER CURRENT ASSETS
Particulars March 31, 2021 March 31, 2020
(Unsecured consider good, unless other wise specified)
Balance with Central Excise and GST 3.45 71.01
Export Duty Draw Back 16.84 12.24
Advance to suppliers and service providers 0.15 0.04
Advance recoverable in cash or kind or for value to be received 1.63 1.11
Advance to Gratuity Fund (Refer Note No. 38) 1.46
22.07 85.85
Prog
Tiocher
lumbai

[Rs. in Lakhs]

TRIOCHEM PRODUCTS I,IMITEI)

Notes to the financial Statements for tile year ended March 31, 2021

[Rs. in hkh8]

ulrv SHARE cAI]ITAI

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Particthar8 March 31, 2021 March 31, 2020
Authorized Share Capital
2, 50,000 Equity shares, Rs.10/-par value
(31 March 2020: 2,50,000 equity shares Rs.10/. each)
Issued, Subschbed and Fully Paid Up Shares
2,45,000 Equity shares, Rs,10/. par value fully pald up
(31 March 2020: 2,45,000 equity shares Rs.10/. each)

Note No.16.1: The rcconcilation of the number of shares outstanding at the begivnlng and at the cnd of reporting period 3103.2021:

Number Of shares at the beginning 2,45,000 24.50 2,45,000 24.50
Add: Shares issued during the year
I.ess : Shares bought back (if any)
Number of shares at the end 2 ,45,000 24. 50 2,45,000 24.50

Note No. 16.2: Terms / rights attached to cqulty shares

(A) The company has only one class of equity shares having a par value of Rs.10/-per share. Each holder of equity shares is entitled to one vote per share. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

a}) In the event of llquidrtion of (he company, the holders of equity shares will be entided to receive remaining assets of the company, after distribu(ion of all preferential amounts. The distribution will bc ln proportion to the number of equity shares held by the shareholders.

Note No.16.3: The details of shareholders holding more than 5% shares in the company:

None of the 8harcholdcr March 31, 2021 March 31, 2020
Number of
8harcs held
% held as at Number of
8harcs held
% held as at
Mr. Ranu S. Dcora 34, 500 14.08% 34,500 14.08%
Mr. Rajcsh R Deora 36, 000 14.69% 36, 000 14.69%
Mr. Rajlv R. Dcora 34, 270 13.99% 34, 270 13.99%
Ranu M Deora HUE 27,420 11.19% 27,420 11.19%
Mrs. Grace R. Deora 36, 000 14.69% 36,000 14.69%
17
0TIIERE
Name of the shacholdcr March 31, 202l March 31, 2020
Reserves a 8uaplus*
Capth Reserve #
G-Reserves##
Retained carhings
other Coml)rehersive Income (OCI)
Remcasuremen( Of net defined benefit plans
1,146.69 1,193.14

Capital rescrvc malnly rcprcscnts amount on capital accoun(.

General reserve relfects amount transferred from statement of profi( and loss ln accordance with rcgulatious of the Companies Act, 2013.

* For movemen(, refer sta(emcnt of changes in equity.

Notes to the financial 8tatcments for the year ended Mardi 31, 2021

a

®

(R8. in Lakhs]
Nanc of the drholder March 31, 2021 March 31, 2020
Defcrrcd tax lial.ilitles avet) acfcr Note No. 7.1)
Particulars March 31, 2021 March 31, 2020
Secured (Refer Note No. 19.1)
From Bank
Export Packing Credit
Current Assets.
Note No. 19.2: The above loan from Director is repayal>le on demand.
Particulars Mid 31, 2021 March 31, 2020
Current
Dues of micro and small cntcrprises Qefer Note No. 20.1)
Dues other than micro and small enterprises (Refer Note No. 20.1) 32.44 74.01
74.01
Particulars March 31, 2021 March 31, 2020
Interest Payal)le on uusccured loan
Sundry Creditors for Capital Goods
March 31, 2020
Stalutory Dues Payal]le
March 31, 2020
Provision for linolovec Benefits
Particulars March 31, 2021 Mard 31, 2020
18 DEFERRED TAX LIABILITIES
19 BORROWINGS
Unsccured (Rcfcr Note No. 19.2)
From Director
20 TRADE PAYABIES
payal]le under this Act,have not been given.
21 OTHER FINANCIAI, LIABII.ITIES
Interest Payable on secured loan
22 OTHER CURRENT LIAI}ILITIES
Particulars
23 PROVISIONS
Particulars
For Leave Encashment qunfunded)
For Gratuity Qefer Note No. 3ey
For Incentive
24 CURREI\IT TAX IIABIIITIES
Provision for taxation 04et of tax paymcn()
Note No. 19.1: The above loan from State Bank of India, Banker of the Company, is secured primarily a8aiust lst charge on the Company's
32.44
Note No. 20.1: The company has not reccivcd information from vendors regarding their status under the Micro,Srmll and Medium
Enterprises Development Act,2006 and hence disclosures relating to amounts unpald as at (hc year end together with interest paid /
Mach 31, 2021
March 31, 2021

Notes to the financial statements for the year ended March 31, 2021

a) CONTIGENT LIABILITY #
Particulars
March 31, 2021 March 31, 2020
1) Disputed Tax Liabilty 3.21 3.21
Income Tax Dispute - 43B Disallowance
Income Tax Act, 1961 pending with The Appellate Tribunal for
the Assessment Year 1993-1994
3.21 3.21
b) COMMITMENTS
Particulars March 31, 2021 March 31, 2020
1) Estimated Amounts of Contract remaining to be executed
on Capital account and not provided for

Note:

The management does not expect these demands / claims to succeed. Claims, where the possibility of outflow of resources embodying economic benefits is remote, have not been considered in contingent liability.

26 REVENUE FROM OPERATIONS
Particulars March 31, 2021 March 31, 2020
Sale of Products 1,378.73 1,987.63
Other Operating Revenue
Export Incentive 15.11 15.55
1,393.84 2,003.18
27 OTHER INCOME
Particulars March 31, 2021 March 31, 2020
Interest Income (Refer Note No. 27.1) 2.64 0.66
Sundry Balance Written Back (Net) 5.65 0.06
Exchange Fluctuation Gain (Net) 5.09 45.91
13.38 46.63
Note No. 27.1 : Break-up of Interest Income
Interest income on other deposits 0.66 0.66
Interest income on income tax refund 0.25
Interest income on fixed deposit with bank 1.73
2.64 0.66
28 COST OF MATERIALS CONSUMED
Particulars March 31, 2021 March 31, 2020
Raw Material
Inventory at the beginning of the year 16.70 465.01
Add: Purchases during the year 1,226.96 516.07
1,243.66 981.08
Less: Transfer to Purchase for Stock in Trade 596.00
Less: Inventory at the end of the year 5.32 16.70
Cost of Materials Consumed 642.34 964.38
Particulars March 31, 2021 March 31, 2020
Packing Material
Inventory at the beginning of the year 2.01 1.06
Add: Purchases during the year 2.80 5.43
4.81 6.49
Less: Transfer to Purchase for Stock in Trade 1.40 $\blacksquare$
Less: Inventory at the end of the year 0.88 2.01
Cost of Materials Consumed 2.53
Proq
4.48
$e^{\zeta}$
644.87
968.86
ვე

wnbai

[Rs. in Lakhs]

Notes to the financial statements for the year ended March 31, 2021

a

®

[Rs. in Lakhs]

29 PURCIIASE FOR STOCK IN TRADE
Particulars March 31, 2021 March 31, 2020
Traded Goods
30 CHANGES IN INVENTORIES OF FINISHED GOODS, STOCK-IN-TRADE
Particulars March 31, 2021 Marl 31, 2020
IIirvcntories at the berinnin2 Of the
F~Goods 136.70 491.37
Wck ln Progress
ILess: Transfer to Raw Material
Inventories at the cnd Of the vcar
Finished Goods
Wck in Progress
136.70
31 EMPLOYEE BENEFIT EXPENSES
Particulars March 31, 2021 March 31, 2020
Salaries, Wages and Bonus
Contribution to Provident and other fund
Staff welfare Expenses
32 FINANCE COST
Particulars
March 31, 20ZI March 31, 2020
Intcre§( Expeusc on Short Term Bank Borrowing
Interest Expense on Income Tax Payment
Interest Expense on Loan from Director
33 DEPREclAmoN a AMORTlzATION ExpENSEs
Particulars March 31, 2021 March 31, 2020
Depreciation on Property, Plant and Equipment
Dcprcctation on Investment Property
34 OTHER EXPENSES
Particulars March 31, 2021 March 31, 2020
Power & Fuel 42,37
Repairs & Maintenance 40.35
Plant & Machinery
Building
Others 18.41
Insurance Charges 2.50
Rates & Taxes 2.92
Rent 0.20
Payment to Statutory Auditor Qefcr Note No. 34.1) 1.67
Water Change
lchur Charges
0.93
21.69
Frcicht and Forwardjng 1.54
Listing Fees 3.00
Postage and Telephone 0.40
Interest on TDS & Excise 1.34
86

Notes to the financial statements for the year ended March 31, 2021

[Rs. in Lakhs]
Penalty on TDS and Excise 1.58 0.24
Legal & Professional 3.10 4.98
Registrar & Share Transfer Fee 0.83 0.94
Bank Charges 2.69 2.98
Interest Expense on GST 1.11 2.53
Miscellaneous expenses 2.47 4.90
Loss on Sale of Investment 0.06
Investment Expenses 0.04 0.05
112.64 111.57
Note No. 34.1 : Payment to Statutory Auditors
As Auditors :
Audit Fees (including Limited Review) 1.84 1.58
Towards GST/Service Tax * 0.28 0.28
2.12 1.86
In Other Capacity:
Out of pocket expenses 0.01 0.09
Towards GST/Service Tax * 0.00 0.02
0.01 0.11
Total Auditors Remuneration 2.13 1.97

* Note: Out of above GST/Service Tax credit of Rs.28,575/- (Previous Year Rs.29,973/-) has been taken and the same has not been debited to Statement of Profit & Loss.

35 EARNING PER SHARE

Particulars March 31, 2021 March 31, 2020
(A) Profit attributable to Equity Shareholders (44.70) 340.28
(B) No. of Equity Share outstanding during the year. 2,45,000 2,45,000
(C) Face Value of each Equity Share (Rs.) 10 10
(D) Basic & Diluted earning per Share (Rs.) (18.25) 138.89

36 Financial Risk Management

The Company's activities expose it to credit risk, liquidity risk and price risk.

$\lim_{n\to\infty}\Omega^n(\tilde{G})$

This note explains the sources of risk which the entity is exposed to and how the entity manages the risk and the impact thereof in the financial statements.

Risk Exposure
from
arising Measurement Management
Credit Risk Cash
and
equivalents,
receivables
and
financial assets.
cash Credit ratings, Review of aging Strict
trade analysis, on quarterly basis.
credit
control
andl
monitoring system, diversification
of counterparties, on quarterly
[basis.
Liquidity Risk Trade payables and Maturity
other
liabilities.
cash
analysis.
financial projections.
flow Maintaining sufficient cash / cash
marketable
equivalents
and
security and focus on realisation of
receivables.
Market Risk - Foreign Exchange Financial
assets
liabilities
denominated in INR.
and Foreign currency exposure review The company partly hedged due to
not and sensitivity analysis.
natural hedge and is exploring to
hedge its unhedged positions.
Interest Risk Long Term Borrowing Sensitivity Analysis
at Variable Rates
Interest rate swaps
Price Risk material
ROOM
Change in price of raw The company sourcing components The company is able to pass on
from vendors directly, hence it does substantial price hike if any to the
not hedge its exposure to commodity customers.

Notes to the financial statements for the year cndcd March 31, 2021

[Rs. in Lakhs]

The Board provides guiding principles for overall risk management, as well as policies covering specific areas such as credit risk, liquidity risk, price risk and foreign exchange risk cffectlng business operation. The company's risk management is carried out by the managcmcnt as per guidelines and policies approved by the Board of Directors.

(A) Credit Risk

Credit risk is the risk that counterpar[y win not meet its obllgatlous under a financial iusrfumcnt or customer contract, leading to a financial loss. Credit risk encompasses the dlrcct risk of defaul(, risk of deterioration of crcditworthincss as well as concen(ration dsks. The Company is exposed to credit risk from Its operating actlvitles ®rimarily (fade receivables), deposits with banks and loans glvcn.

Credit Risk Management

The company's credit risk mainly from trade receival]les as these arc typically unsccurcd. This crcdi( risk has always bccn managed through crcdlt approvals, establishing credit llmjts and continuous monjtoring the creditworthlncss of customers to whom credit is cxtendcd ln the normal course of business. The Company estimates the expected credit loss based on past data, avallal]le Information on public domain and experience. Expected credit losscs of financial assets receival]le are estima(ed based on his(orical data of the Company. The company has provisioning policy for expec(cd credit tosses.

The rmximum exposure to credit risk as at March 31, 2021 and March 31, 2020 is the carrying value of such trade receival]les as shown in note 11 of the financials.

® On adoption of lnd AS 109, the company uses cxpccted credlt loss model to assess the impaincnt lass or galn.

The company's exposure to credit risk for (rade recelvables is as follows:

Partiular8 Gross Carrying amount Gross Carrying amount
March 31, 2021 March 31, 2020
1 . 180 drys past duct 139.06 1,239.89
181 . 365 days past due
More than 365 days pas due#
Total 139.06 1,239.89

* The Company believes that the unimpalred amounts that are past due by more than 180 days arc still collectlble ln full, based on historical paymcn( behaviour.

The Company based upon pas( trends detcrmlne an [mpalment allowance for loss on rcceival]les outstanding for more than 180 days

(8) hiquidity RIsk

®

Llquldlty risk represents the inal]ility of the Company to mcct its financial obligations within stlpulatcd time. To ndti8ate this risk, the Company malntalus sufficien( liquidity by way of working capital Limits from banks.

The table below provides details regarding the rcmalning contractual maturitles of financial lial]ilitles a( the repor.ing da(e based on contractual undiscountcd payments :

Partiulars Less than 1 year More than 1 year Total
March 31, 2021
Trade payal]les 32.44 32.44
Total 32.44 32.44
Particulars Lc88 than 1 i'car More than 1 year Total
March 31, 2020
Borrowings 250.30 250.30
Trade payal]lcs 74.01 74.01
Total 324.31 324.31

(C) Intcrc8t rate risk

Interest ra(c risk is the risk that the fair value or fururc cash flows of a financial lustrumcn( will fluctuate because of changes ln market interest rates, In order to optimize the Company's posltlon with regard to lntcrest income and interest expenses and to manage the interest rate risk, treasury performs a comprehensive corporate interest rate risk management by balancing the propor(ion Of the fixed ra(c and floating rate flnanclal iustrumcnts in its total portfolio.

The exposure of company borrowings to interest rate changes at the end of reporting period arc as follows:

Particulars March 31, 2021 March 31, 2020
Vndal>le rate borrowln
Fixed rate borrowin
Total bomwh

Notes to the financial statements for the year ended March 31, 2021

Sensitivity Analysis

Profit/loss is sensitive to higher/lower interest expense from borrowings as a result of changes in interest rates.

Particulars l Basis Impact on Profit before Tax
Points March 31, 2021 March 31, 2020
Increase in Basis points $+50$ 0.63
Decrease in Basis points 50 (0.63)

(D) Foreign Currency risk disclosure

A. Currency risk

Currency risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company is exposed to the effects of fluctuation in the prevailing foreign currency exchange rates on its financial position and cash flows. Exposure arises primarily due to exchange rate fluctuations between the functional currency and other currencies from the Company's operating, investing and financing activities.

Exposure to foreign currency risk:

The summary of quantitative data about the Company's exposure to currency risk, as expressed in Indian Rupees, as at 31st March, 2021 and 31st March, 2020 are as below:

Particulars Currency March 31, 2021 March 31, 2020
Financial assets
Trade receivables USD 791.17
Total Financial assets __

Exchange rate rate sensitivity analysis:

A reasonably possible strengthening (weakening) of the Indian Rupee against below currencies at 31st March, 2021 and 31st March, 2020 would have affected the measurement of financial instruments denominated in foreign currency and affected Statement of Profit and Loss by the amounts shown below. This analysis is peformed on foreign currency denominated monetary financial assets and financial liabilities outstanding as at the year end. This analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact of forecast sales and purchases.

Particulars March, 2021 Impact of Exchange rate sensitivity on Impact of Exchange rate sensitivity
Profit and loss statement as at 31st on Profit and loss statement as at
31st March, 2020
Gain/(Loss) on Gain/(Loss) on
appreciation
(5%)
depreciation (5%) Gain/(Loss) on
appreciation
(5%)
Gain/(Loss) on
depreciation (5%)
lusd 39.56 (39.56)
Total 39.56 (39.56)

(E) Price risk

The company is exposed to price risk in basic ingrediants of Company's raw material and is procuring materials from vendors directly. The Company monitors its price risk and factors the price increase in pricing of the products.

37 Related party disclosures as required under Ind AS 24, "Related Party Disclosures", are given below:

a) Name of the related party and description of relationship.

SI. No. Related Parties Nature of Relationship
$\vert$ (i) Mr. Ramu S. Deora Director and CEO (Key Managerial Personnel)
$ $ (ii) lMs. Ureca Shirish Shirole Company Secretary (14.11.2019 to Present)
(iii) G Amphray Laboratories Key managerial person is proprietor
$\vert$ (iv) G Amphray Pharmaceuticals Pvt Ltd Relative of key managerial person have control
$\vert (v)$ Triochem Laboratories Pvt Ltd Relative of key managerial person have control
(vi) Triochem Products Gratuity Fund Key managerial person is trustee
l (vii) Ms. Hshma Dudani Company Secretary (05.07.2019 to 13.08.2019).

Notes to the financial Statements for the year cndcd Mardi 31, 2021

[Rs. in Lakhs]

b) Dctalls ofTransactious during the year with rc lated parties.
-- -- ------------------------------------------------------------------ -- -- -- --
Sl. No, Related parties Nature of Transactions during the year March 31, 2021 March 31, 2020
(i) G Amphray Laboratories Purchaseofgoods 1.14 37.55
Sales of goods 1,378.73 940.18
(ii) Ttlochcm Laboratories Pvi I.td Purchaseofgoods 512.55
(ill) THochem Products Gratuity Fund Contribution pald 3.20 1.14
(v) Mr. Ranu S, Deora Loan taken during the year 500.00 577.00
Loan rcpald during the year 625.00 682.00
Interest paid 5.86 11.71
(vi) Ms. Ureca Shlrish Shirole Salay Paid 2.40 1.20
(v) Ms. Ushma Dudan! Company Secrctry 0.40

c) Balances a( end of the year wi(h relate(I partlcs.

Sl. No, Related pardes Nature of Transactions during the year Mud 31, 2021 Mid 31, 2020
(i) Mr. Ranu S. Deora Loan pryal)le 125.00
Interest Payable 12.58
(ii) G Amphray lchoratories Tndc Payable 38.66
Tnde Recelval]lc 139.06 433.43
(iii) Triochem Products Gratuity Fund Advance for Gratuity 1.46
payable to Graruiry 1.38
(iy) Ms. Ureca Shirish Shirole Salay payal]le 0.20

38 Employcc Bcncfits

®

®

As per IND AS 19 "Employee Benefits", the disclosures of Employee benefits as defined in the said Accounting Standards are given below :

(i) Defined Contribution Plan

Contribution to Dcfincd Contribution Plan includes Providcnd Fund. The expenses recognised for the year arc as under :

2.98
Emp.
Providend Fund
plover's Contribution
- TC
March 31, 2020
2 AT
. U -

(ii) Dcfued Bcncfit Plan

(a\ Gratuity:

The Company operates gratuity plan whcrcin cvcry employee is en(itled to the benefit equivalent to 15 days / one month salary last drawn for each completed year of scrvicc depending on the date of joining. The same is payal]le on (ermination of scrvicc, retirement or death, whichever is earlier. The bencfit vests after 5 years of con(inuous service.

a) The following tables sc( out the assumptions taken, status of the gratuity plan, the amounts rccogniscd in the Company's financial statements as at 31 March 2021 and 31 March 2020,

Sl. No, Particulars 2020 ' 2021 2019 . 2020
Valuation Results as at March 31, 2021 March 31, 2020
I Change in present value of obligations
PVO at begiving of period 6.73 7.12
Interest cost 0.46 0.47
Current service cost 0.86 0.84
Past service cos( - (non Yes(ed benefits)
Past service cos( - (vested benefits)
Benefits pald (1.88)
Contribution by plan participants
Buslncss comblnatious
Curtallmcnts
Settclcmcnts
Actuarial (Galn) / loss on obligation 2.21 0.18
rvo at end of period 10.25 6.73
11 Interest Expcuses
Interest cos( 0.46 0.47

Notes to the financial statements for the year ended March 31, 2021

$\overline{\mathbf{m}}$ Fair value of plan assets
Fair value of plan assets at the beginning 5.59 6.21
Interest cost 0.46 0.47
$ \overline{IV} $ Net liability
PVO at beginning of period 6.73 7.12
Fair value of the assets at beginning report 5.59 6.21
Net liability 1.14 0.91
Net interest
Interest expenses 0.46 0.47
Interest income 0.46 0.47
Net interest ۰
$\overline{\mathbf{v}}$ Actual return on plan assets
Actual return on plan assets 0.33 0.35
Less interest income included above 0.46 0.47
Return on plan assets excluding interest income (0.13) (0.12)
VII Actuarial (Gain) / Loss on obligation
Due to demographic assumption*
Due to financial assumption 0.28 0.33
Due to experience 1.93 (0.15)
0.18
2.21
Total actuarial (Gain) / Loss
* This figure does not reflect interrelationship between demographic assumption and financial assumption when a limit is applied
on the benefit the effect will be shown as an experience
VIII Fair value of plan assets
Opening fair value of plan assets 5.59 6.21
Adjustment to opening fair value of plan assets 1.14 0.91
Return on plan assets excluding interest income (0.13)
0.46
(0.12)
0.47
Interest income
Contribution by employer
Contribution by employee ä,
Benefit paid 7.05 (1.88)
Fair value of plan assets at end 5.59
IX Past service cost recognised
Past service cost - (non vested benefits) ۰ ٠
Past service cost - (vested benefits) ٠ ٠
Average remaining future service till vesting of the benefit
Recognised past service cost - non vested benefits ۰ ٠
Recognised past service cost - vested benefits ۰
Unrecognised past service cost - non vested benefits $\bullet$
$\overline{\mathbf{x}}$ Amount to be recognized in the balance sheet and statement of profit and loss account
PVO at end of period 10.25 6.73
Fair value of plan assets at end of period 7.05 5.59
Funded status (3.20) (1.14)
Net Assets / Liability recognized in the balance sheet (3.20) (1.14)
IхI Expense recognized in the statement of profit and loss account
Current service cost 0.86 0.84
Net interest $\bullet$
Past service cost - (non vested benefits) ÷ ٠
Past service cost - (vested benefits) ٠ $\blacksquare$
Curtailments effect ۰ $\blacksquare$
Settelements effect ٠ $\blacksquare$
Expense recognized in the statement of profit and loss account 0.86 0.84

$500$ Mumba

$Q_1$

[Rs. in Lakhs]

[Rs. in Lakhs]

$\overline{\text{XII}}$ Other comprehensive income (OCI)
Actuarial (Gain) / Loss recognized for the period 2.21 0.18
Asset limit effect
Return on plan assets excluding net interest 0.13 0.12
Unrecognised actuarial (Gain) / Loss from previous period
Total actuarial (Gain) / Loss recognized in (OCI) 2.34 0.30
XIII Movements in the liability recognized in balance sheet
Opening net liablity 1.14 0.91
Adjustment to opening balance (1.14) (0.91)
Expenses as above 0.86 0.84
Contribution paid ٠
Other comprenehsive income (OCI) 2.34 0.30
Closing net liability 3.20 1.14
XIV Schedule III of the Companes act 2013
Current liability (*) 3.20 1.14
Non - current liability 7.05 5.59
(*) Mar 14, current liability based in Rev Schedule VI
XV Projected service cost 31st March 2021 1.14 0.86
XVI Asset information Target Total Amount
Allocatiion % Allocatiion %
Cash and cash equivalents 0.00%
Gratuity fund (The Trustees of the Scheme) 100.00% 7.05
Debt Security - Government bond 0.00% ۰
Equity Securities - Corporate debt securities 0.00% ٠
Other insurance contracts (Trustees of the Company) 0.00% $\bullet$
Property 0.00%
Total itemized assets 100.00% 7.05
XVII Assumptions as at 31-Mar-21 31-Mar-20
Mortality
Interest / Discount rate IALM(2006-08)Ult.
6.32%
6.80%
Rate of increase in compensation 4.00% 4.00%
Annual increase in healthcare costs
Future changes in maximum state healthcare benefits
Expected average remaining service 11.91 12.57
Retirement age 58 years
Exmployee attrition rate Age 0 to 45 : 2%
Age 46 to 58:1%
XVIII Sensitivity analysis DR: Discount rate ER: Salary Escalation Rate
$PVODR + 1%$ PVO DR-1% $PVO ER + 1%$ PVO ER - 1%
PVO 9.69 10.91 10.91 9.68
XIX Expected payout
Year Expected Expected Expected Expected Expected Expected
Outgo Outgo Outgo Outgo Outgo Outgo Six to
PVO payouts first
4.06
second
0.15
third
2.01
fourth
0.12
fifth
0.12
ten years
0.62
XX Assets liability comparisons
Year 31-Mar-17 31-Mar-18 31-Mar-19 31-Mar-20 31-Mar-21
PVO at end of period 6.41 7.32 7.12 6.73 10.25
Plan assets 6.21 6.07 6.21 5.59 7.05
Surplus / (Deficit) (0.20) (1.24) (0.91) (1.14) (3.20)
Experience adjustments in plan assets (0.15) (0.13) (0.19) (0.12) (0.12)
Weighted average remaining duration of Defined BenefitoObligation š
$\mathcal{A}^{\mathcal{A}}$
6.38
Keyoriy C.C.
Mumbai

92

Notes to the financial 8tatcnicnts for the year ended March 31, 2021

(Rs. in lndis]

XH Narrations
1) Analysis Of defined benefit obligation
The number of members under the scheme have remalned same.
The total salary has increased by 20.09% during the accounting period.
The resultant liability a( the end of the period over the beginning of the period has increased by 52.41%
2) Expected rate of return basis
EROA is the discount rate as at previous valuation date as per the accounting standard.
3) Description of the Plan Assets and Reiml]ur8cmcnt Conditions
100% of the Plan Assets is entrusted to The Trustees of the Scheme under their Group Grarujty Schcmc. The reimbursement is
subject to lusurcr's Surrender Poliey.
4) invc§tment / Interest Risk
The Company is exposed to lnvestnrent / Interes( risk lf the rcrurn on the invcstcd fund falls below the discount rate used to
arrive at present value of the benefit.
5) Longevity Risk
The Company is not cxposcd (o risk of the employccs living longer as (he benefit under the scheme ceases on the cmployec
separating from the cmploycr for any reason.
6) RI8k of Salay lncrcasc
The Company is exposed to hlghcr liability if (hc future salaries rise more (han assump(ion of salary escalation.
7) Discount Rate
The discount rate has dccreascd from 6.80% to 6.32% and hence there is a increase in liability lending to actualal loss due to
change in discount rate.

39 Transition to lnd AS 116

®

®

Ministry of Corporate Afialrs ("MCA") through Companies andian Accounting Standards) Amendmen( Rules, 2019 and Companies andian Accounting Standards) Second Amendment Rules, has notiflcd lnd AS 116 Leases which replaces the exis(lng lease standard, Ind AS 17 leases and other intcrpretatious. Ind AS 116 sets out the prlnclples for the rccognj(ion, measurcmcnt, presentation and disclosure of leases for both lessees and lessors. It Introduces a single, on-balance sheet lease accounting model for leases.

The Company has adopted lnd AS 116, effective annual reporting period beginning from 1 April 2019 and applied the standard to Its leases, retrospectively, with the cumulative effec( of lnitlally applylng the Standard, rcco8niscd on the date of lnj(ial application (1 April 2019). Accordingiv, the Company has not restated comparative information, lustend, the cumulative cffec( of initially applying this standard has been recognlsed as an adjustment to the opening balance of retalncd camlngs as on 1 April 2019

The company has idem(ified Lhat (here were no leases which arc ln the nature Of Rlch(-to-use and hence no lease liability is recognised in the financial sta(cmcnts,

40 Disclosure relating to provisions - The movcmen( ln the following provisjous is summriscd as under :

Note No.** Provision Related to OpcrfugBalance Additious Utilisation Rcvcrsal Closing Balance
1. Incentive to Employees 5.65 5.65
2. Covid-19 Incentive to Employees 14.72 14.72
Total 20.37 5.65 14.72

** Note:

The Company gives long terms servlcc avlnd to its cmployec based on the period survived by them and pcrformancc of the company.

41 Balances of Trade Recelval)lcs, Trade Payables and Loans and Advances are subject to confirmation and consequential adjustment, lf any.

42 Capital Management

(i) Risk Managoncnt

For the purpose Of the Company's capital management, capital lndudes issued equity capital and all other equity reserves attributable (o the equity holders. The primary objective of the Company capital management is to maximise the shareholder value.

The Company manages its capital structure and makes adjus(ments in licht of changes jn cconomlc conditlors and the requirements of the financial covenants. The Company monitors capital using a gcarlng ratio and ls mcasurcd by net debt divided by Equity. The Company's Debt is defined as long-term and short.(erin borrowings including curren( rmturitles of long term borrowings and total equity (as shown ln balance sheet) lncludcs issued capital and all other reserves.

q3

Notes to the financial Statements for the year ended March 31, 2021

[R8. in Lakhs]

(ii) Gcaring Ratio

The Rearing ratio at end of the reporting period was as follows.

Particulars March 31, 2021 March 31, 2020
Borrowing 250.30
Less: Cash and Cash Equivalents 819.72 55.31
Nc' Debt (819.72) 194.99
Total Equity 1,171.19 1,217.64
Total Equity and Net Debt 351.47 1,412.63
Gcaring ratio 13.80%

43 Segment Rcporfug

The Company is engaged primarily in the business of manufacturing and cxpor( of pharmaceuticals products, API§ and chendcals. All other activities of the company revolve around (he maln buslncss and hcncc there is no reportable primary segment. Also the Company does not have any reportable geo8raphical segment. Hence, disdosurcs pursuan( to the Indian Accounting Standard 108 "Operating Segment" arc not appllcablc.

44 Fair value measurement-

The management asscssed that Cash and Cash cquivalcnts, loans, other balances with Banks, trade rcccivables, trade payal)lee and other current lial>llitlcs/assets approximate their carrying amounts largely due to the short-(erin maturitics of these instruments.

45 COVID.19 Im|}act

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The Company's operations for the financial year have been impacted by the lockdown imposed to contain the spread of Covid-19. The Management of the Company has assessed the impac( of the pandemic on lts financial statements/ position such as trade rcceival)les, investments, invcn(ories, trade payal)les and based on its best judgemen( and reasonable es(imatc, has concluded that there are no material ndjustments required in the Financial Statements. Howcvcr the impact assessment of Covid-19 is a continuous process, given the uncertainties associated with its duration and na(urc, lt is no( possible (o estina(e the future impact as at the date of approval of this financial statement. The Company continues (o monitor the economic cffccts of the pandemic while taking steps to improve Its cxecutlon cfficlencies and the financial outcome.

  • 46 The Indian Parllamen( has approved the Code on Social Security, 2020 which would impact the contributions by the company towards Provident Fund and Gratuity. The unnistry of labour and Employment has released draft rules for the Code on Social Sccurlty, 2020 on November 13, 2020, and has invited suggestlous from stakeholders which arc under ac(lvc cousldera(ion by the Mlnlstry. The Company will assess the impact and its evalua(ion once the subject rules are notified and will give appropriate impact in its financial statements in the period ln which, the Code becomes effective and the related rules (o delerminc the financial impact arc published.
  • 47 The previous year figures have been regrouped/reclassificd, wherever necessary to conform to the current prescnta(ion as per the schedule Ill of Companies Act, 2013.

As per our report of cvcn date attached. For Kanu Doshi Associates LLP ChaLftcred Accountants Firm Registration No.: 104746Wrvl00096

Kunal Vdkhala Panel Membership No.: 148916

Place: Mumbal Dated: 29th]unc, 2021

For and on behalf of Board of Directors

j?- fl BJi=-

Grace R. Dcora Director (DIN: 00312080)

_--- Ranu S. Dcora

LEL

Puran Pamnar Chief Financial Officer

ee

Ureca Shirish Shirolc

Company Secrctay

Director (DIN: 00312369)

Form No. SH-13

Nonhation Fom [Pursuant to Section 72 of the Companies Act, 2013 and Rule 19(1) of the Companies (Share Capital and Debentures) Rules, 2014]

To

Triochem Products Limited

4th Floor, Sambava Chambers, Sir. P. M. Road, Fort, Mumbai 400 001

I \t', the holder(s) of the securities, particulars of which are given hereunder, which to make nomination and do hereby nominate the following persons in whom shall vest, all the rights in rcspcct of such securities in the vent of my/our death.

(1) PARTICUALRS OF THE SECURITITES (in rcspcct of which nomination is being made) :

Nature of securities Folio No. No. of securities Certiflcate No. Distinctive No.
  • (2) pARTlcuALRs OF NOMINEErs-

  • Date of Birth:

  • Father's / Mother's / Spouse's name:
  • Occupation:
  • Nationality:
  • Address:
  • ® E-mail Id. & Tclcphone No.:
  • a) Relationship with the security holder(s) :
  • (3) IN CASE OF NOMINEE IS A MINOR-
  • (a) Date of birth:
  • a) Date of attalning majority:
  • (c) Name of guardian:

a (4) idA±dcd:::::f8:#:n|:NEE IN CASE M|NORNOM|NEE DIES BEFOREATTAININGAGE OF RAJORITY-

  • (a)
  • a) Date of Birth:
  • (c) Father's / Mother's / Spouse's name:
  • (d) Occupation:
  • (e) Nationality:
  • a Address:
  • ® E-mail Id. & Telephone No.:
  • a) Relationship with the security holder(s) :
  • (i) Relationship with the minor nominee:

Name(s) and Address of Security holder(s) Signature(s)

Signature

Form No. SH.14

Canceuation or Variation of Nomination [Pursuant to Sub-Section 3 of Section 72 of the Companies Act, 2013 and Rule 19(9) of the Companies (Shae Capital and Debentures) Rules, 2014]

To

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Triochem Products Limited

4th Floor, Sambava Chambers, Sir. P. M. Road, Fort, Mumbai 400 001

IIveherebycancclthenomination(s)madebymchisinfavourof

(name(s) and address of the nominee) in respect of the below mentioned securities.

Or

I/We hereby nominate the following person in place of as

nomineeinrespectofthebelowmcntionedsecuritiesinwhomshallvestallrichtsinrespectofsuchsecurities

in the event of my / our death.

(1) PARTICUALRS OF THE SECURITITES (in respect of which nomination is being made) :

Nature of securities Folio No. No. of securities Certificate No. Distinctive No.
  • (2) pARTlcuALRs OF NOMINEErs-
  • (a)
  • a) Date of Birth:
  • (c) Father's / Mother's / Spouse's name:
  • (d) Occupation:
  • (e) Nationality:
  • a Address:
  • (g) E-mail Id. & Telephone No.:
  • th) Relationship with the security holder(s) :
  • (3) IN CASE OF NOMINEE IS A MINOR-
  • (a) Date of birth:
  • a) Date of attaining majority:
  • (c) Name of guardian:
  • (d) Address of guardian:

(4) pARTlcuIARs OF NOMINEE IN CASE MINOR NOMINEE DIEs BEFORE ATI.AINING AGE OF RA]ORIrv-

  • (a) Name:
  • a) Date of Birth:
  • (c) Father's / Mother's / Spouse's name:
  • (d) Occupation:
  • (e) Nationality:
  • a Address:
  • ® E-mail Id. & Telephone No.:
  • th) Relationship with the security holder(s) :
  • (i) Relationship with the minor nominee:

Name(s) and Address of Security holder(s)

e and Address of Witness

Signature(s)

Signature

Please fill this Nomination fom in Dupucatc after carefuuy reading the instructions given below:

    1. The Nomination can be made by individuals only holding shares singly or jointly. Non,individuals including Society, Trust, Body Corporate, Partnership fim, Karta of Hindu Undivided Family and Power of Attorney holder cannot nominate.
    1. The nomincc shall not be a Trust, Society, Body Corporate, Partnership firm, Karta of Hindu Undivided Family, and power of attorney holder.
    1. The shareholder [s] can nominate a minor as a nominee and in that event the name and address of the guardian shall be provided.
    1. As per section 72 of Companies Act 2013, if the shares are held by more than one person jointly, then the joint holders may together nominate a person to whom all the rights in the shares of the Company shall vest, in the event of death of all the joint holders.
  • a 5. If the shares are held jointly, subsequent to the death of anyone of the holders, the shares would not be registered in favour of the nominee but would be transferred in the name of the surviving shareholders.
    1. The nomination fom filled in "duplicate" should bc lodged with the Regivtrar and Share transfer Agent of the Company i.e, Link lntime India Private Limited, Address: C-101,1st Floor, 247 Park, L,B.S, Marg Vlkhroli (West), Mumbal 400 083 Maliarashtra, India. The Registrar will rerum one copy of the nomination form to the shareholder after registering the nomination. The registration number allotted will be furnished in the said form.
    1. The shareholder[s] can Cancellation or change an earlier nomination by executing Form No. SH-14 (Cancellation or Vndation of Nomination fom) .
    1. Nomination stands cancelled whenever the shares in the given folio are transferred/dematerialized. Also, in case of change in folio due to consolidation/ transmission a new nomination has to bc filed.
    1. The nomination made through Form No. SH-13 will be considered valid if the nomination made by the holder[s] of the shares is registered with the company before the death of the registered holder[s] of the shares.
    1. Kindly note that the nomination being a legal document should be dated by the nominator and the witness should certify that the nominator has signed the form in their presence. Furtherinore, the date ofexecutionontheNominationFomshouldmatchwiththedateofwitness,witnessingthedocument.
    1. A copy of photo identity proof dike I'ANpassport) of nominee is required.

FOR OFFICE USE ONIY

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Nomination Registration No. Date of Registration 1 Signature of Employee with Code no.
r கட்

To,

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Mts. Link Intime India Private Limited

Unit: Triochem Products Limited

C -101, 247 Park, L. 8. S. Marg,

Vikhroli Ovest), Mumbal: 400083

Phone: + 91 -22 -49186270, Fax: + 91 -22 -49186060

E-mail : mt. helDdesk@ linkintime. co. in. www, linkintine. co. in

Ui)dating of Sharcholder lnfomation

I/W€ request you to record the following infomation against our Folio No.:

General Information:

Folio No.:
Name of the fust named Shareholder:
PAN: *
CINflegistration No. : *
(applicalJle to Corporate Shareholder)
Telephone No. with STD Code.:
Mobile No.:
Email Id:

*Self-attested copy of the document(s) enclosed

Bank Detalls:

IFSC: (11 digit)
MICR: (9 digit)
BankAccountType:
Bank Account No: *
Name of the Bank:
Bank Branch Address.

*A black cancelled cheque is enclosed to enable verification of bank details

I/We hereby declare that the particulars given al)ove arc correct and complete. If the transaction is dclaycd because of incomplete or incorrect information, I/We would not hold the CompanyflTA rcsponsiblc. I/We undertake to inform any subsequent changes in the above particulars as and when the changes take place. I/W€ understand that the above details shah be maintained by you till I/We hold the securities under the abovementioned Folio No.

Place:

Date: Signature of Sole/ First holder

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Registered Office: 4th Floor, Sambava Chambers, Sir. P. M. Road, Fort, Mumbai, Maliarashtra, PIN: 400001. Telephone: 00 91 (22) 2266 3150

Fax: 00 91 (22) 2202 4657 Email: [email protected]

Website: www.triochemoroducts.com Corporate Identity Number: L24249MH1972PLC015544

Form No.: MGT -11

PROXY FORM

¢ursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies

(Management and Administration) Rules, 2014)

Regd. Folio No. *DP ID
No. of Shares held *DP ID
I / We, being the member(s) of Shares of the above-named Company, hereby appoint:
1). Name & Address:
Eulld: Simaturc or falling him / her
2). Name & Address: _
Emafl Id: Simature or failing him / her
5). Name & Address: _
Emall ld: Simature or falling him / her
and whose signature are appended below as my / our proxy to attend and vote for me / us and on my /
our behalf at the 49th Annual General Meeting of the Company, to be held on Saturday, the 25th day of
September, 2021 at 05.00 p.in. at 4th Floor, Sanbava Chambers, Sir. P. M. Road, Fort, Mumbai - 400001
and at any adjournment thereof in respect of such resolution as are indicated below:
Sl. No. of Resolution (as in the Notice annexed)
ITick Mark the Sl. No. of Resolution of which the Proxy is appointed)
Signed this_ day of
Mcmber's FolioDP ID-Client ID No. :
Signature of Shareholder(s)
Signature of Proxy holder(s)
Affix Reunue Stain

Registered Office: 4th Floor, Sambava Chanbcrs, Sir. P. M. Road, Fort, Mumbal, Mcharachtra, PIN: 400001. Telephone: 00 91 (22) 2266 3150 Fax: 00 91 (22) 2202 4657 Emall: info@aml]hrav.com

Website: www.triochemDroducts.com Corporate Identity Number: L24249MH1972PLC015544

BALLOT FORM
Sr. No. Particulars Details
1. Name and Registered Address of the
SoleAirst named Shareholder
2. Name(s) of the Joint Holder(s) (if any)
3. Registered Folio No./
DP ID No. and Client ID No.
4. Number of Share(s) held

I / We hereby exercise my / our vote(s) in respect of the Resolutions set out in the Notice of the Forty Nine Annual General Meeting (AGM) of the Company to be held on Saturday, 25th September, 2021, by sending a ;e|o/w:ur assent or dissent to the said Resolution by placing the tick (Y) mark at the appropriate box

Item Resolution No. of FOR) (AGAINST)
No. Shares I/Weassenttotheresolution I/Wedissentfromtheresolution
1. To receive, consider and adopt the Audited Financial
Statements of the Company for the financial year ended 318'
March 2021 together with the Reports of the Board of
Directors and Auditors' thereon.
2' To appoint a Director in place of Mrs. Grace Ramu Deora
PIN 00312080), who retires by rotation and being eligible
for re-appointment.
3. Ratification of appointment of Statutory Auditors M/s. Kanu
Doshi Associates LLP, Chartered Accountants, Mumbai ¢CAI
FirmRegistrationNo.104746WIV100096).
4. Ratification of Remuneration payal)le to cost auditor for the
financial year ending March 31, 2022.
5. Authorization for related party transaction u/s 188 of the
Companies Act, 2013.

Place:

Date: /Signature of the shareholder`

Note: Please read the instructions printed below carefully before exercising your vote Instruction

    1. The Ballot Fom is provided for the benefit of the Members who do not have access to e-voting furfuty.
    1. A Member can opt for only one mode of voting i.e. either through e-voting or by Ballot. If a Member casts votes by both modes, then voting done through e-voting shall prevail and Ballot shall be treated

Registered Office: 4th Floor, Sanbava Chambers, Sir. P. M. Road, Fort, Mumbai, Maliarashtra, PIN: 400001. Telephone: 00 91 (22) 2266 5150 Fax: 00 91 (22) 2202 4657 Emall: [email protected]

Website: www.triochemDroducts.com Corporate Identity Number: L24249MH1972PLC015544

    1. For detailed instruction on e-voting, please refer to the notes appended to the Notice of the AGM.
    1. The Scrutinizer will collate the votes downloaded from the e-voting system and votes received through post to declare the final result for each of the Resolution foming part of the Notice of the AGM.

Process and mamer for Member opting to vote by using the Ballot Form

    1. Please complete and sign the Ballot Form (no other form or photocopy thereof is permitted) and send it so as to reach the Scrutinjzer appointed by the Board of Directors of the Company, Mrs. RIgini Chokshi, Practicing Company Secretary quembership No.: FCS1436) at the office of Company's Registrar & Transfer Agent.
    1. The Form should be signed by the Member as per the Specimen signature registered with the Companyroepositories. In case of joint holding, the Form should be completed and singed by the first named Member and in histhcr absence, by the next named joint holder. A power of Attorney POA) holder may vote on behalf of a member, mentioning the registration number of the POA registered with the Company or enclosing an attested copy of the POA. Exercise of vote by Ballots not pemitted through proxy.
    1. In case the shares are held by companies, trusts, societies, etc. the duly completed Ballot Form should be accompanied by a certified true copy of the relevant Board Resolution/Authorization.
    1. Votes should be cast in case of each resolution, either in favor or against by putting the tick (Y) marks in the column provided in the Ballot.
    1. The voting rights of shareholders shall be in proportion of the share held by them in the paid-up equity share capital of the company as on 18th September 2021 and as per the Register of Members of the Company.
    1. Duly completed Ballot Form should reach the Scrutinizer not later than Friday, September 24, 2021 (05.00 p.in. IST). Ballot Form received after September 24, 2021 will bc strictly treated as if the reply foml the Members has not been received.
    1. A Member may request for a duplicate Ballot Form, if so required. However, duly filled in and signed duplicate Form should reach the Scrutinizer not later than the date and time specified in serial no. 6 above.
    1. Unsigned, incomplete, improperly, or incorrectly tick marked Ballot Forms will be rejected. A Form will also be rejected if it is received tom, defaced or muthated to an extent which makes it difficult for the Scrutinizer to identfty either the Member or as to whether the votes arc in favor or against or if the signature cannot be verified.
    1. The decision of the Scrutinizer on the validity of the Ballot Fom and any other related matter shall be final.
    1. The Results on above resolutions shall be declared not later than 48 hours from the conclusion of the AGM of the Company and the resolutions will be deemed to be passed on the AGM date subject to receipt of the requisite number of votes in favor of the Resolutions.
    1. The Results declared along with the Scrutinizer's Report(s) will be available on the website of the Company (www.triochcmproducts.com) and on Service Provider's website (www.cdslindia.com) and communication of the same to the BSE Limited within 48 hours from the conclusion of the AGM.

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Retlstered Office: 4th Floor, Sambava Chambers, Sir. P. M. Road, Fort,

Mumbai, Maharashtra, PIN: 400001. Telephone: 00 91 (22) 2266 3150

Fax: 00 91 ¢2) 2202 4657 Emall: [email protected]

Website: www.triochemoroducts.com Corporate Identity Number: L24249MH1972PLC015544

Form No.: MGT - 12

pouing Paper

(Pursuant to Section 109(5) of the Companies Act, 2013 and Rule 21(1)(c) of the Companies (Management and Administration) Rules, 2014)

Name of the Company: Triochem Products Linited ReSstered Office: 4th Floor, Sambava Chambers, Sir P. M. Road, Fort, Mumbai . 400001 GIN: L24249MH1972PLC015544

BALI,OT PAPER
Sr. NO. Particulars Details
1. Name of the First named Shareholder
(in Block Letters)
2. Postal address
3. Registered Folio No. / *Client ID No.
(*applicable
to
investors
holding
shares
in
dematerialized fom)
4. Class of Share Equity Shares
I hereby exercise my vote in respect of Ordinary / Special Resolutions enumerated below by recording my
assent or dissent to the said resolution in the fouowing manner:
No. Item No. No. of I assent I dissent
Shares to the from the
held by me resolution resolution
1. To receive, consider and adopt the Audited Financial
Statements of the Company for the financial year
ended 31S' March 2021 together with the Reports of
the Board of Directors and Auditors' thereon.
2. To appoint a Director in place of Mrs. Grace Ramu
Deora @IN 00312080), who retires by rotation and
being eligible for re-appointment.
3. Ratification of appointment of Statutory Auditors M/s.
Kanu Doshi Associates LLP, Chartered Accountants,
Mumbai
acAI
Firm
Rectstration
No.104746WIV100096).
4. Ratification of Remuneration payable to cost auditor
for the financial year ending March 31, 2022.
5. Authorization for related party transaction u/s 188 of
the Companies Act, 2013.
Place:
Date: (Signature of the shareholder*)

per Company records)

Registered Office: 4th Floor, Sambava Chambers, Sir. P. M. Road, Fort, Mumbai, Maharashtra, PIN: 400001. Telephone: 00 91 @2) 2266 3150 Fax: 00 91 (22) 2202 4657 E-mall: [email protected] Website: www.triochemi)roducts.com E.mail: investor@triochemi)roducts.com Corporate Identity Number: L24249MH1972PLC015544

ATTENDANCE SLIP
Nane of the Attending Member(s) :
*Folio No. :
DP ID No.:
Client ID No.:
No. of Shares:
I hereby record my presence at the 49th ANNUAI. GENERAL MEETING of the Company held at 4th Floor,
Sambava Chambers, Sir P.M. Road, Fort, Mumbai - 400 001, at 03.00 p.in. on Saturday, the 25th
September2021.
Name of the attending ShareholderAroxy
Signature of the attending
Shareholderffroxy
Notes:
1) A Member / Proxy holder attending the meeting must bring the Attendance Slip to the meeting
  • and hand it over at the entrance duly signed. 2) A Member / Proxy holder attending the meeting should bring copy of the Annual Report for reference at the meeting.
  • *Applicable in case of share held in Physical Form

Cut Here

EIJ]CTRONIC VOTING PARTICUALRS

EVSN Usel' ID CAN / Sequence Number)
¢lectronic Voting Sequence Number)

NOTE: Please read the complete instructions given under the Note qhe instructions for shareholders voting electronically) to the Notice of Annual General Meeting. The Voting time starts from 22nd September 2021 from 09.00 a.in. to ends on 24th September 2021 at 05.00 p.in. The voting module shall be disabled by CDSL for voting thereafter

Notes
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