TRIOCHEM PRODUCTS LIMITED - BSE

TRIOCHEM PRODUCTS LIMITEDMANUFACTURERS OF ETHICAL PHARMACEUTICAL PRODUCTS

Regd. Oflice : 4`h Floor, Sambava Chambers, Sir P. M. Road, Fort, Mumbai -400 001.

Tel. 00 91 (22) 4082 8100 I Fax : 00 91 (22) 4082 8181 I E-mall . [email protected]

Corporate Identity Number : L24249MH1972PLC015544

To

The General Manager

Corporate Relationship Department,

BSE Limited

Phiroze ]eejeebhoy Towers, Dalal Street, Fort,

Mumbai: 400 001.

Ira Sir / Madam,

Sub: Annual ReDort for the Financial Year 2017 . 2018

Ref: Security Code No. 512101 -ISIN No.: INE331E01013.

Ref No: TPL PP 0356 2018

27th July, 2018

In terms of Regulation 34 of the SEBI qisting Obligations and Disclosure Requirements) Regulations, 2015, Please

find enclosed a copy of the Annual Report of the Company for the year ended 318' March, 2018 for your reference

and records.

Thanking you,

yours faithfully,

For TRIOCHEM PRODUCTS LIMITED

RAMU S. DEORA

DIRECTOR & CEO

DIN: 00312369

Encl.: as above`L

Factory : Plot No.10/2, MIDC Industrial Area, Chikhloli, Ambernath (West), Dist. Thane, PIN -421505 MAHARASHTRA.

Tel. : 0251-268 2191 * 268 2711 I Fax : 0251-268 2192

Triochem Products Limited

46th Annual Report 2017 -2018

i

Board of Director and Corporate Information

Board of Directors:

Mr. Ramu S. Deora -Director & CEO

Mr. Mahabixprasad S. Deora

Mr. Sunil S. ]hunjhunwala

Mr. Shyan Sunder Sharma

Mrs. Grace R. Deora

Mr. Girish Kumar Pungalia

Company Secretary:

Mr. Bharat Becharbhal Gangani

StatutoryAuditors:

M/s. Kanu Doshi Associates LLP

Chartered Accountants

203, The Summit, Hanuman Road,

Wcstem Express Highway,

Vile Parle a]ast),

Mumbal : 400057

Cost Auditors :

M/s. N. Ritesh & Associates

Cost Accountant

602 , Matruprabha Building,

Gama Lane, Kirol Road,

Ghatkoper Ovest), Mumbal 400086

Secretarial Auditors :

Ragini Chokshi & Co

Company Secretaries

34, Kaner Building, 5th Floor,

38 Cawasji Patel Street,

Fort, Mumbai : 400001

Bankers:

State Bank of India

Union Bank of India

kegivtrar & Transfer Agent:

M/§ Sharex Dynamic qndia) Pvt Ltd

Unit-1, Luthra Industrial Premises, Safed Pool

Andheri Kurla Road, Andhch Cast), Mumbai : 400072

Phone : + 91 -22 . 28515606

Fax : + 91 -22 -28512885

E.mail : sharexindia@vsnl. com

~sharexindia.com

kegivteredoffice:


Corporate Identity Number (CIN)

IL24249MH1972PLC015544

4th Floor, Sambava Chambers, Sir P M Road, Fort,

Mumbai : 400001

Phone: + 91 -22 -40818100

Fax: + 91 -22 -40828181

E-mail : investor@ triochemproducts. com

www.triochemoroducts.com

Factory:

Plot No: 10# MIDC Industrial Area,

Village Morivali, Ambemath (West),

Dist. Thane, Mcharashtra . 421501

2_


Regd. Office : 4th Floor, Sambava Chambers, Sir P. M. Road, Fort, Mumbai -400 001

Tel. : 00 91 (22) 4082 8100 I Fax : 00 91 (22) 4082 8181 I E-mall : [email protected]


NOTICE 0F MEETING

Notice is hereby given that the Forty Six Annual General Meeting of the members of Triochcm Products Limited

(GIN:L24249MH1972PLC015544) will be held at the Registcrcd Office of the Company at Sambava Chambers, 4th

Floor, Sir P. M. Road, Mumbai - 400001 on Saturday, 25th August, 2018 at 5.00 P.M. to transact the following

business:

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Financial Statements for the financial year ended Slat March,

2018 together with the Reports of the Board of Directors and Auditors' thereorL

2. To appoint a Director in place of ^ds. Grace R. Deora PIN 00312080), who retires by rotation and is

elisible for fe-appointment.

3. Ratification of appointment of Auditors

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

Ordinary Resofution :

"RESOLVED THAT pursuant to the provision Of Section 139 and other applicable provision, if any, of the

Companies Act 2013 rAct") read with Companies (Audit and Auditors) Rules, 2014 as amended fromm

tlme to time, the Company hereby ratified the appointmeut of M/S Kanu Doshi Associates LLP, Charterecd

Accountants, Mumbai ¢CAI Firm Registration No. 104746W/Wrl00096) as Auditors of the Company to

hold office from the conclusion Of this Annual General Meeting th the conclusion of 47th Annual General

Meeting to be held in 2019 to examine and audit the accounts of the Company for the financial year 2018

• 2019 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."

SPECIAI, 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

ORDINARYRESOLUTI0N:

"RESOLVED TIIAT pursuant to the provision Of Section 148 and other applicable provislon, if any, of the

as amended from time to(Audit and Auditors) Rulescompanies Act, zul5 ancL lne lompanies i/iuai[ am AuuiLiii-S/ nuic:D, 4uiI, 4® Ouii[iiuLu ,[u,,, „„~ .u

time (including any statutory modification(s) or re-enactment thereof, for the time being in force), M/s. N.

oproo¢a6rtesh&dss°C[ates'C°StACC°untants(t:CostAudltorsappolntedbytheBoardofDirectorsofthc'? Fac(o ,fi No 10/2, MIDc lndustrialArea, Chlkhloli.Ambernath (West), Dlst Thane, PIN -421505 MAHARASHTRA.

e.,02 682191.26827111 Fax:0251-2682192

Company, to conduct the audit of cost records of the Company for the financial year ending March 31,

2019, on a remuneration of Rs. 50,000/- qupees Fifty Thousand) plus Goods and Service Tax (GST) as

applicable, be and is hereby ratified.

RESOLVED FURTHER THAT 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 thouch fit, to pass with or without modiflcation, the following Resolution as a SPECIAL

RESOLUTION:

"RESOLVED THAT in continuation of and in addition to the Resolution passed throuch Special resolution

in Annual General Meeting held on 26th August, 2017 and pursuant to the Section 188 of the Companies

Act, 2013 read with Companies (Meeting of Board & its Powers) Rules, 2014 and other applicable

provisions, if any, of the Act, and such other approvals, sanctions, consents and permissions 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 Companles Act, 2015 with the

related parties up to maximum per armum amounts with effect from April 1, 2018, as appended herein

below :

\-

Name of Related Parties / Transaction defined u/s 188(1) of Companies Act, 2013

Companles qu. In Crores)

Name of Related Parties Sale of any goods and Purchase of any E Payment of Expenses

Companies materials goods and materials and Reimbursement Paid

On Actual basis, Exempted being in the ordinary course of business and on arm's length basis.

(Subject to a maximum of amount p.a. as mentioned against the nanc of the company)

G Amphray PharmaceuticalsPviLtd 15 20

Triochem Laboratories PvtLtd 15 20

Ambemath Plasto PackagingPvtLtd

PROPRIETORSHIP FIRM :

G Amphray Laboratories 60 40 10

DIRECTORSA[MPsAIIATIVES OF DIRECTORS & KMPs/OTHER FIRMS & COMPANIES in which director

have some interest as per the provisions of section 2(76) of the Companies Act, 2013

Mrs Grace R. Dcora

4.

Mr. Rajesh R. Deora

Mr. Rajiv R. Deora

Ranu M Deora HUF

Ramu S Dcora HUF

AnyContractortransactlonwithalltheabovepar[iesforsellingorothcrwisedisposingof,orbuying,

propcrtyofanykindtobeonmarketvalueandonarmlengthsrelationshipbasisonly.

RESOLVED FURTHER THAT the Board of Directors of the Company or any Committee thereof, bc and are

hereby authorized to execute the documents, deeds or writings required to be executed in relation to the

and other incidental documents, make applications to regulatory and governmental authorities for the

purposes of obtaining all approvals, consents, pcrmissions and sanctions required by the Company and to

do all acts and deeds to give effect to this resolution."

NOTES:

1. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 in respect of the business

to be transacted at the Annual General Meeting (AGM), as set out under item no. 4 and 5 above and the

relevant details of the Directors seeking re-appointment under item no. 3 above as required by Regulation

26(4) and 36(i) of the Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015 qisting Regulations) and as required under Secretarial Standards -2 on

General Meetings issued by the Institute of Company Secretaries of India is annexed thcrcto.

2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING (THE "MEETING")

IS ENTITIED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF /

HERSEIT AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. The proxy form, in order to

be effective, must bc duly completed and deposited at the registered office of the Company not less than

48 (forty-eicht) hour before the commencement of the Meeting. Proxies submitted on behalf of

companies, societies, partnership firms, etc. must bc supported by appropriate resolution / authority, as

applicable, Issued on behalf of the nominating organization.

Members are requested to note that, Pursuant to the provisions of Section 105 of the Companies Act,

2013, a person can act as a proxy on behalf of members not exceeding (50) fifty and holding in the

aggregate not more than ten percent of the total share capital of the Company carrying voting rights. A

member holding more than ten percent of the total share capital of the Company carrying voting rights

may appoint a single person as proxy and such person shall not act as a proxy for any other person or

shareholder. A Proxy-holder shall prove his identity at the time of attending the Meeting.

)orate members intending Lo send their authorized representative to attend the Annual General

ting pursuant to Section 113 of the Companies Act, 2013 are requested to send, a certified copy of

5.

relevant Board Resolution together with the respective specimen signature(s) of those representative(s)

authorized under the said resolution to attend and vote on their behalf at the Annual General Meeting.

5. A route map showing direction to reach the venue of the 46th Annual General Meeting is given along with

this annual Report as per the requirement of the Secretarial Standards - 2 on General Meetings.

4. Members/proxies attending the Meeting should bring the Attendance Slip, duly filled, for handing over at

the venue of the meeting.

5. During the period beginning 24 hours before the time fixed for the commencement of the meeting and

untn the conclusion of the meeting, a member would be entitled to inspect the proxies lodged at any time

during the business hours of the Company, provided that not less than three days of notice in writing is

given to the company.

6. The Register of Directors and Key Managerial Personnel and their sharcholding, maintained under Section

170 of the Companies Act, 2015 (`the Actt) and The Rcgistcr 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.

7. Members arc requested to bring their copy of the Annual Report with them at the Annual General

Mccting, as the copies of the report will not be circulated at the meeting.

8. The register of members and the share transfer registers of the Company will remain closed from 18th

August, 2018 to 25th August, 2018 Goth days inclusive).

9 The Members seeking any information with regard to accounts are requested to whtc to the Company at

an early date to enable the Managcmcnt to keep the information ready.

10. Explanatory statements pursuant to section 102(1) of the Companies Act, 2015 relating to the Special

Business to bc transacted at the meeting under item No. 3, 4 and 5 is Annexcd hereto.

11. Members holding shares in physical form are requested to advice imlnediatcly change in their address, if

any, quoting their folio number(s) to the Registrar & Share Transfer Agent of the Company. Meinbers

holding shares in the electronic form are requested to advice immediately change in their address, if any,

quoting their Client ID No., to their rcspcctive Depository Participants.

12. 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.

13. Members desirous of getting any information in respect of accounts of the Company and proposed

resolution, are requested to send their queries in wnting to the Company at its registered office at least 7

days before the date of the meeting, so that the required information can be made available at the

6

14. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account

Number qu]) by every participant in securities market. Members holding shares in electronic form are,

therefore, requested to submit their PAN to their Depository Participants with whom they are maintaining

their demat accounts. Members holding shares in physical form can submit their PAN to the Company/

Registrar M/s. Sharex Dynamic ¢ndia) Pvt. Ltd., Unit-1, Luthra Industrial Premises, Safed Pool, Andheri

Kurla Road, Andhcri (East), Mumbal: 400072, Phone: 022 28515606, Fax: 022 28512885 E-mail:

[email protected]

15. Members arc hereby informed that Dividend which remain unclaimedAnpaid over a period of 7 years

from the date of transfer to the Unpaid Dividend Account have been transferred by the Company,

pursuant to section 124 of the Companies Act, 2013, to a fund called the Investor Education & Protection

Fund ¢EPF)Please note that no claim shall lie against the Fund or the Company in respect of the dividend

amount so transferred to the Investor Education & Protection Fund.

16. Mcmbcrs may avail dematerialization facility by opening Demat Accounts with the Depository Participants

of wither National Securities Depository Limited or Central Depository Services ¢ndia) Limited and get

the equity share certificate held by them dematerialized. The ISIN No. of the Company is INE331E01013.

17. Members holding shares in physical form are requested to consider converting their holding in

dematerialized form to clininate risks associated with physical shares and for ease in portfolio

management. Members can contact the Company's Share Registrars and Transfer Agents for assistance in

this regards.

18. Nomination Facility:

As per the provisions of Section 72 of the Companies Act, 2013, 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, hc 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 foms to the CompanyJs Share Registrars and Transfer

Agents. Mcmbcrs holding shares in electronic form may obtain form from their respective Depository

Participant.

19. The Ministry of Corporate Affairs ("Ministry"), Government of India, has taken a "Green Initiative in

Corporate Governance" by allowing paperless compliances by companies through electronic mode. As

per the Circular No.17¢011, dated 21.04.2011 and Circular No.18¢011, dated 29.04.2011 issued by the

Mi

ELcorporateAIatrs,compan,escannowsendunousnot[ce,documentst,nc[ud,ngnot[Cecal],ng

+

Annual General Meeting, Audited Financial Statements, Directors Report, Auditors Report, etc.) to their

shareholders through electronic mode, to the registered cmall address of the shareholders.

20. Members may also note that an electronic copy of the 46th Annual Report including Notice along with

attendance slip and proxy form will bc available on the Company's website at

www.triochemproducts.com Even after registering for e-communication, Members are entitled to rcceivc

such cormunication in physical form, upon making 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.man ld:

investor trlochem roducts.com

21, Members, who have not registered their c-nil addresses, arc requested to registered their e-mail address

in respect of electronic holdings with the depository though their conccmed Depository Participants and

members who hold shares in physical form are requested to send their details to M/a. Slrarcx Dynamlc

qndia) Pvt. Ltd. Qegi.strar and Transfer agent), Unit-I, Luthra Industrial Premises, Safed PcoL Andheri

Kurla Rond, Andheri ¢ast), Mumbai: 400072, Phone: 022 28515606, Fax: 022 28512885 E-mail;

[email protected] in order to enable the company to serve the notice/Documents including Annual

Report through e-mail as an initiative in consonance with circular issued by Ministry of Corporate Ahairs

allowing paperless compliances by the companies.

22. In compliance with the provisions Of Section 108 Of the Act read with Rule 20 of Companies (Management

and Administration) Rules, 2014, the Company is pleased to offer the facility of voting throuch clec[ronic

means, as an alternate, to all its Members to enable them to cast their votes electronically instead Of

casting their vote at the Meeting.

Pursuant ro Section 108 of the Companies Act, 2013 read wlth Rule 20 of the Companies quanagenent

and Administration) Rules, 2014, as amended from time to time, the Company is pleased to provide its

members the froility Of `rcmote c-voting' (c-voting from a place other than venue of the Annual General

Meeting) to exercise their right to vote at the 46th Annual General Meeting. The business may be

transacted through c-voting services rendered by Central Depository Services (India) Limited (CDSL).

The fhoility for voting, either through electronic voting system or through ballofy'Polling paper shall also

be made available at the venue Of the 46th Annual General Meeting. The members attending the meeting,

who have not already cast their vote through remote e-voting shall be al>le to exercise their voting rights at

the meeting. The members who have already cast their vote throuch remote e-voting may attend the

meeting but shall not be entitled to cast their vote again at the Annual General Meeting.

25. The procedure and Instructions for the voting through electronic means is as follows:

a. The Remote e-voting period begins on 22nd August, 2018 at 09:00 a.in. and will end on 24th August,

8

physical form or in dematerialized fom as on the cutoff date 17th August, 2018, may cast their vote

electronically. The c-voting module shall be disabled by CDSL for voting after 5.cO p.in. on 24th

August, 2018.

Members holding shares in physical or in deinat form as on 17th August 2018 shall only be eligible for

c-voting.

b. Shareholders who have already voted prior to the meeting date would not be entitled to vote at the

meeting venue.

c. The shareholders should log on to the e.voting website www.evotindndia.com

d. Click on rshareholders"

e. NowEnteryouruscrlD

a. For CDSL: 16 digits beneficiary lD,

b. For NSDL: 8 Character DP ID followed by 8 Digits client ID,

c. Members holding shares in Physical Fom should enter Folio Number registered with the

Company.

f. Next enter the Image verification as displayed and click on Login.

9. If you are holding shares in demat form and had lagged on to www.cvotinqindia.com and rated on

an earlier voting Of any company, then your existing password is to be used.

h. If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Fom

PAN Enter your 10 digit alpha-numcric *PAN issued by Income Tax Department

(Applicable for both demat shareholders as well as physical shareholders)

Members who have not updated their PAN with the CompanyDepository

Participant arc requested to use the first two lctters of their name and the last 8

digits of the demat account#olio number in the PAN field.

In case the folio number is less than 8 digits enter the applicable number of O's

before the number after the fust two characters of the name in CAPITAL letters.

E.g. If your name is Ranesh Kumar with folio number 100 then enter

RA00000100 in the PAN field.

Dividend Enter the Dividend Bank Details or Date of Birth (in dd/mmAryyy format) as

Bank Details recorded in your demat account or in the company records in order to login.

OR If both the dctails arc not recorded with the depository or company please enter

Date of Birth the member id / folio number in the Dividend Bank field as mentioned in

08) instruction (d).

trr-`-9

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

j.. Members holding shares in physical form will then directly reach the Company selection screen.

However, members 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 dcmat holders for voting for resolutions of any other

company on which they arc eligible to vote, provided that company opts for c-voting through CDSL

platform. It is strongly recommended not to share your password with any other person and take

utmost care to keep your password confldential,

k. For Members holding shares in physical form, the detals can be used only for e-voting on the

resolutions contained in this Notice.

I. Click on the EVSN for the relevant <TRIOCHEM PRODUCTS LIMITED> on which you choose to

vote .

in. On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option

"YESINO" for voting. Select the option YES or NO as desired. The option YES implies that you assent

to the Resolution and option NO implies that you dissent to the Resolution.

n. Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.

o, After selectmg the resolution you have decided to vote on, click on "SUBMIT", A confirmation box

will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on

"CANCEI," and accordingly modfty your vote.

p. Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.

q. You can also take out print of the voting done by you by clicking on "Click hcrc to print" option on

the Voting page .

r. If Demat account holder has forgotten the changed password then Enter the User ID and the image

verification code and click on Forgot Password & enter the details as prompted by the system.

s. Shareholders can also cast their vote using CDSL's mobile app in-Voting available for android based

mobiles. The in-Voting app can be downlonded from Google Play Store. iphonc and Windows phone

users can download app from the App Store and the Windows Phone Store respectively on or af[cr

30th June, 2018. Please follow the instructions as prompted by the mobile app while voting on your

mobile.

t. Note for Non -Individual shareholders and custodians.

• Non.Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are

hiequ'redt°lo8°ntoEEELap4EgrE4±andrcgrsterthemselvesascorporates

J.a

• They should submit a scanned copy Of the Registration Form bearing the stamp and sign Of the

entity to helpdesk. cvoting@cdslindia. com

• After receiving the login detai.Is a compliance user should be created using the admin login and

password. The Compliance user would be able to link the account(s) for which they wish ro vote

On.

• The list of accounts linketl in the login should be emailed 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 ¢OA) which they have issued in

fivour of the Custodian, if any, should be uploaded in PDF format in the system for the

scrutinizer to verify the same.

u. In case you have any queries or issue regarding c-voting, you may refer the Frequentry Askecd

Questions (FAQs) and c-voting manual avdilable at www.evotinfindia.com under help section or

write an email to hell.desk. evotin£@ cdslindia. com.

In case Of members receiving the physical copy:

a. Please follow all steps from sl. no. (a) to sl. no. (s) above to cast vote.

b. The voting period begins on 22nd August, 2018 at 09:00 a.in. and will end on 24th August 2018 at

05:00 p.in. During this peried sharcholders' of the Company, holding shares either in physical

form or in dematerialized form, as on the cutoff date 17th August, 2018, may cast their vote

electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

c. In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked

Questions rFAQs) and c-voting manual available at www.evotinEindia.com under help section

or whte an email to [email protected]

24. The voting right of shareholders shall be in proportion to their share Of the paid up equity share capital Of

the Company.

25. E.voting period will commence from 22nd August, 2018 at 09:00 a.in. and will cnd on 24th August, 2018 at

05:00 pin.

26. ntrs. Ragini Chokshi, Practicing Company Secretary (C.P. No. 1436) has been appointed by the Board of

Director of the Company as Scrutinizer for scrutinize the remote e-voting process as well as voting

through Poll paper at the Meeting, in a fair and transparent manner

27. The Scrutinizer shall within a period not exceeding 48 working hours from the conclusion Of the c-voting

period unblock the votes in prescrice Of art least two @) witness not in the employment of the Company

and make a Sciutinizer's Report of the votes cast in favour or against, if any forthwith to the Chairman of

LL

28. The Results shall be declared on or after the date of Annual General Meeting of the Company. The Results

declared along with the Scrutinizers Report shall be placed on the Company's wcbsite and on the website

ofCDSLwithintwo(2)daysofpassingofthercsolutionsattheArmualGencralMectingoftheCompany.

By ortlcr of the Board of Directors

For Triochem Products Limited

A.-4L- I Vvy-Mahal)ixprasad S. Dcora

Director

DIN: 01073326

Place: Mumbai

Dated 29th May, 2018

kegivtend office:

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

GIN: L24249MH1972PLC015544

EEmail:investor@triochemi)reducts.com,

Website : www.triochemoroducts. com

rhone No.: 9122 22663150

Fax No.: 9122 22024657

J`2~

=iÌ--Ranu S. Deora

Director & CEO

DIN: 00312369

Annexurc to Notice

PROFIRE0FDIRECTORSSEEKINGRE-APPOINTRENTATTHEENSUINGANNUALGENERALMEETING

Additional infomation, pursuant to Regulation 36(3) of the SEBI a.isting Obligations and Disclosure

Requirements) Regulations, 2015, and Secretarial Standard 2 in respect of the Directors seeking appointment / re.

appointment at the Annual General Meeting is furnished below:

Name Of Director Mrs. Grace Ramu Dcora

Director Identification Number 00312080

Dcsignation Non-Executive Director

Age 70 Ycas

Qualification B.A.

Expertise Her knowledge of the business environment and vast

experience in general management has been am assets to the

Company.

Date of first appointment in the current 30th March, 2015

designation

Shareholding in the Company as on 31S' March, 36,000

2018I Directorships and Committee memberships Nil

held in other companies as on 31S'March, 2018

(Excluding Private C ompanies)Inter-se relationships between Directors and Mr. Ranu S. Deora PIN 00312369) quusband)

Key Managerial Personnel

No. of Board Meetings attended during the 4of4

financial year 2017 .18

Terms and conditions of re-appointment As per the resolution passed by the Shareholders of the

Company on the 45rd Annual Gencl.al Meeting held on 28th

August, 2015, Mrs Grace R. Deora has been appointed as a

Non.Executive Directors, liable to retire by rotation.

Details of proposed remuneration Nil

The Board of Directors proposed the re-appointment of Mrs. Grace R. Deora as Non.Executive Directors 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 embers at the ensuing Annual General Meeting.

Except Mrs. Grace R. Deora, Mr. Ramu S. Dcora and Mr. Mahabirprasad S. Deora and their relatives, no other

Director or Key Managerial Personnel of the Company or their relatives are conccrncd or interested in the sre.

aooointment of Mrs. Grace R. Deora as a Non-Executive Director of the Company, expect to extent of their

shareholdi if any. In the Company.

|Z>

Amemrc to Notice

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

Pursuant to Section 102 of the Companies Act, 2015 (`the act'), the following Explanatory Statement sets out all

materialfactsrclatingtotheBusinessmcntionedunderltemno.3,4and5ofthcaccompanyingNoticedated29th

May' 2018.

Item No.3:

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

M/s Kanu Doshi Associates LLP ICAI Firm Retlstration No. 104746WIV100096), Chartered Accountants, Mumbai

were appointed as the statutory auditors of the Company for a period from five years at the Annual General

Mecting of the Company held on 26th August, 2017 to hold office from the conclusion of Fony Five tin the

conclusion of Fifty Annual General Meeting to bc 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.

Accordingly, ratiflcation 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. 5 for approval by the incmbers.

Noiic of the Directors or Key Managerial Persormel quMP) 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 Section 148 of the Act, read with The Companies (Cost Records and Audit) Rules,

2014 (`the Rules'), to have the audit of its cost records conducted by a cost accountant in practice.

The Board, on the recommendation of the Audit Committee, has approved the appointment and remuneration of

M/s. N. Ritesh & Associates, Cost Accountants qutesh N. T. Proprietors), as the Cost Auditors of the Company to

conduct Cost Audits of the Company for the year ending 51S' March, 2019, at a rcmuneration of Rupees Fifty

Thousand plus applicable taxes and out-of-pocket expenses.

M/s. N. RItesh & Associates have submitted a certificate regarding their eligibility for appointment as Cost Auditors

of the Company. The said certificate will be available for inspection at the registered office of the Company during

11.00 AM to 1.00 P.M and shall also available at the meeting. 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.

In accordance with the provision of Section 148 of the Act read with the Rules, the remuneration payable to the

Cost Au ors has to be ratified by the Shareholders of the Company.

LL

The Board commends the remuneration of Rs. Ffty Thousand plus an applicable tax to M/s. N. Ritesh & Associates

astheCostAuditorsandtheapprovaloftheShareholdcrsissoughtforthesamcbyanOrdinaryResolution.

None of the Directors or Key Managerial Personnel (KMP) or relative of Directors and KMPs is concemcd or

interested in the Resolution set out at Item No. 4 of the accompanying notice.

Item No. 5:

Pursuant to Section 188 of the Companies Act, 2013 ("the Act"), read with Rule 15 of the Companies (Meetings of

Board and its Powers) Rules, 2014 the Company is required 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 transactions entered into by the Company in the

ordinary course of business on arm's length basis. Though the Company always docs the business with its related

parties at arm length and in ordinary course of business but there may be some transactions done in the interest

of the Company and for which your approval is required under the provisions of the Act.

The proposal outlined 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 shareholding in the company or any other interest as Director or shareholder

or partner or otherwise in such related party entity, if any.

The Board recommends this Resolution for your Approval.

By order of the Board of Directors

For Triochem Products I.imited

-J|- c+-Maliabirprasad s. Deora Ramu s. Deora

Director Director & CEO

DIN: 01073326 DIN: 00312369

Place: Mumbal

Dated: 29th May, 2018

Registered Office :

4th Floor, Sambava Chambers,

Sir P. M. Road, Fort, Mumbal: 400 001

CIN: I,24249MH1972PLC015544

Emall:[email protected];Website:vyww.triochcmoroducts.com

9122 22663150; Fax No.: 9122 22024657

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Regd. Office : 4th Floor, Sambava Chambers, Sir P. M. Road, Fort, Mumbai -400 001

Tel. : 00 91 (22) 4082 8100 I Fax : 00 91 (22) 4082 8181 I E-mail : [email protected]


BOARD's REpORT & MANAGEMENT DlscussloN AND ANALysrs

Dear Members,

The Board of Directors are pleased to present the 46thAnnual Report of the Company for the year ended 31St March,

2018.

FINANCIAI. RESULTS

The Company's financial performance for the year ended Slat March, 2018 is summarized below

qu. In Lakh)

Year ended31.03.2018 Year ended51.03.2017 Growth (%)

Revenue from Operation** 5,499.05 1,806.19 195.73%

Earnings Before Interest, Taxes, Depreciation and Amortization 420.B 114.62 566.54%

Less: Finance Cost 38.48 6.2'

Less: Depreciation and Amortization Expense 24.73 2:I IJif)

Profit for the period before share of profit in associate 356.97 80.75 442.18%

Share of profit of Associate

Profit Before Tax 356.97 80.73 442.18%

Less: Tax Expense 101.47 23.13

Profit for the period from continuing operations 255.50 57.60 443.58%

Profit before tax from discounted operations

Tax expense of discontinued operations

Profit for the period from discontinued operations

Profit for the period 255.50 57.60 445.58%

Other Comprehensive Income (net of tax) (0.28) 0.47

Total Comprcheusive Income (0.28) 0.47

Opening balance in Retained Earnings 345.26 287.66

Closing balance in Retained Earnings 600.48 545.26

** Figures for Revenue from Operation are comparable numbers i.e. Excise Duty has been removed as same doe

not form part of Revenue post GST implementation

AMOUNT CARRIED FORWARD TO RESERVES

Your Company has not transferred any amount to its reserves.

• The there is inadequate profit, the directors are unable to declare for the financial year ended March 31, 2ol8.

Proo¢

g M,-h-I a- i+•S Fact.°o2.a :8N:1::/.2'2¥:D2:,I:d|S:r::I Aor2:i.C2:I:h!::i2Ambemath (West), DIst Thane, PIN -421505 MAHARASHTRA.*

The Dividend Distribution Policy of the Company is set out as "Annenre A" and the sane is POSTED on the

Company's website at following the link: _http://www.triochemproducts.com/investor-relations/investor=

relations.aspx.

ENSFERoFAMouN.rsToINVESTOREDUGATloNANDpROTEonONFUND

YourCompanydidnothaveanyfundslyingunpaidorunclaimedforaperiodofsevenyears.Thcreforethcrewerc

no funds which were required to be transferred to lnvestor Education and Protection Fund ¢EPF) .

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2018 was Rs 24.25 Lacs. During the year under review the

company has not issued any shares or any convertible instruments. The Company has not issued shares with

differential voting ri.ghts. It has neither issued employee stock options nor sweat equity shares and does not have

any scheme to fund its employee to purchase the shares Of the Company.

DEMATER~Your Company has tied up with National Securities Depository Ltd. OVSDL) and Central Depository Services

qndia) Lid. (CDSL) to enable the shareholders to trade and hold share in an electronic / dematcrialized form. The

shareholders' are advised to take benefits of dematerialization.

COMPANY'S PERFOMACE REVIEW

DDuring the financial year 2017-18, revenue from operation increased to Rs.3,499.05 lakh as against Rs.1,806.19

lakh in previous year . a growl of 195.73%. Cost Of goods sold as a pcrcentagc to revenue from operation

decreased to 82.25% as against 84.02% ln the previous year. Employee cost as a percentage to revenue frolm

operations decrcascd to 2.09% as against 3.75% in the previous year. Other cxpcnse as a percentage to revenue

from opcratious decreased to 4.82% as against 6.77% in the previous year. The profit after tax for the current year

is Rs.255.50 lakhs against Rs.57.60 lakhs in the previous year.

There are no material changes and commitments affecting the financial position Of the Company which have

ooccuned between the end of the financial year 2017-18 and the date of this report. There has been no change in

the nature Of business of the Company.

FINANCIAL STATEMENTS

As per Regulation 35 of the Securities and Exchange Board of India qisting Obligations and Disclosure

Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations") and applicable provisions of the

Companies Act, 2013 read with the Rules issued thereunder, the Financial Statements of the Company for the

7.18 have been prepared in compliance with applicable Accounting Standards and on the basis

18

of audited financial statements of the Company, its subsidiaries and associate companies, as approved by the

respective Board of Directors.

The Company has adopted Indian Accounting Standards ("lnd AS") which is applicable w.c.f lst April 2017 and

accordingly these financial results have been prepared in accordance with recognition and measurement

principleslaiddowninthelndAS34.IntcrimFinancialRe|)ortingprescribcdunderSection135oftheCompanies

Act,2015rcadwithrelevantrulesissuedthereunderandotheraccountingprinciplesgcnerallyacceptedinlndia.

Financial results for the comparative period have also been presented in accordance with the recognition and

measurement principles of Ind AS 34. The date of transition to Ind AS is lst April, 2016. The Impact of transition

has been accounted for in opening reserves. The Financial Statements together with the Auditors' Report form

part of this Armual Report.

CIIANGES IN THE NATURE OF BUSINESS

There vere no changes in the nature of business during the year ended 51S` March, 2018.

OUTLcOK 2018-2019

Bulk drugs are basically raw materials that are used to prepare ultra.grade mcdicincs in India. The Drug Price

Control is a bid hindrance to the growth of the Industry. Due to a lack of price control on raw materials (which go

into the manufacturing of Bulk Drug), the price Of most of Bulk Drug cannot be fixed. The prices of most raw

mlnaterials / chemicals fluctuate on daily basis eifecting the costing of Bulk Drugs.

For most Bulk Drugs there is heavy competition intemally as wen as from external sources. In 90% Of the casefy

prices of the bulk drugs are at their bare minimum level and hence the control of prices under DPCO has no

rdevance. Therefore, there is urgent need of pharmaceuticals policy that could trigger bulk drugs manufroturing

nd investments.

Bulk drugs are used along medicines or drugs to give it stable therapeutic effect. The industry can achieve newer

hheights and better performance in the future provided certain hurdles which stunted its growl in the past are

removed. The government needs to adept a more pragmatic policy to remove impediments, clear certain

anomalies, rationalize the duty structure and reduce unnecessary bureaucratic controls to help the industry

achieve export targets.

BUSINESS PERFORMANCE

Au pharmaceuticals companies are not integrated with a scparatc unit for formulation of active drug ingredients.

This has led to an increase in outsourcing of these molecules from the manufacturing sites. Outsourcing also

eliminates the need of investing expensive manufacturing processes. Due to increasing demand for rapid.acting &

introduction of innovative drug manufacturing facilities are drives estimated to fuel growh in

'q

iodine derivative market, your company's turnover is increase in comparison to performance of previous year.

This year has beneflted from change in foreign currency.

The market is expected to stable during the mid of year 2018-19, with the expectation of an improvement in the

markctconditiousduringtheyear,theCompanywillcndeavortoperformbetterthanlastyear.

Asregardstoinfrastrucrure,YourCompany'sheadofficeandfactoryareadcquatelyequippedtoprovidecomplcte

support to the customer. Internal control systems have been well established and cost consciousness in factory

operation will lead to improved profitabiliry in the long run. Your Directors are confldcnt that the company will

improve the performance in the current year

E\irslDIARIEs`roINrvENnquORAssocl^mscOITANIEsDUENGTREyEAR

The Company has no subsidiaries, joint ventures or associated companies thercforc disclosures in this regards are

not provided in this report.

EELctJLABSorINVESThmrrsmlDBTTmcoMPANyuroERsECTloNi86wmlDEThns.

Thecompanyhasnotgivcnanyloansorguaranteescoveredundertheprovisionsofsection186oftheCompanies

Act, 2013.

FRED DEPOSIT

The Company has not accepted any public deposit during the financial period under review falling within the

purview of 73 of Companies Act, 2015.

CREDIT FACILITIES

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

Bank of India.

INSUENCE

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

AWARI)S

Your Company has not received any Award during the financial 2017-2018.

SIGNITlcANCE AND HArmIAL ORDER pAssED BT THE REGUIArors oR coums or TRIBLINAI.s.

There were no significance and material orders passed by regulators or courts or tribunals impacting the going

concern status and company operations in future. There were no material changes and commitments affecting the

financialpositionofthecompanyoccurringbetweenMarch51,2018andthcdateofthisReportoftheDirectors.

2-a

BEIATEDPARTYTRANSACTIONS

Allcontract/arrangements/transactioncnteredbytheCompanywithRelatedPartieswereinordinarycourscof

business and at arm's length basis.

Pursuant to the provision of section 177 of the Companies Act, 2015 and Regulation 25 of the SEBI I.isting

Regulations, all Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus

approvaloftheAuditCommitteeisobtainedforthetransactionswhicharerepetitiveinnature.Astatcmentofall

Related Par[y Transactions is placed before the Audit Committee for its review on a quarterly basis, specftyng the

nature, value and terms and conditions of the transaction. The Company has adopted a Related Party Transaction

Policy. The Policy, as approved by the Board, is uploadcd on the Company's website.

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key

Managerial Personnel or other designated persons which have a potential conflict with the interest of the

Companyatlarge.

The details of the related party transactions as per Indian Accounting Standards CND AS)-24 are set out in Notes

to Financial Statements of the Company. Form AOC-2 pursuant to Section 134(3) ai) of the Companies Act, 2013

read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out in the "Anncxure 8" to this report

INTERNAL CONTROL SYSTEM AND THEIR ADEOUACY

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or

disposition of its assets. All the transactions arc 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 flnancial statements, The internal auditor of the company checks and verifles 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 implementcd an Internal Financial Control qFC)

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

makes 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 timely preparation of reliable financial infomation. The IFC implementation required all

processes of your Company to be documcnted alongside the controls within the process. An proccsscs were

r both design and effectiveness during the year.

2L|

The TPL code of conduct and accompanying training, seeks to ensure everyone in your Company understands

how to put values into practice. Mandatory training on the Code of Conduct helps your Company's employees

gaintheconfidencetomaketherightdecisionsandbccomefaniliarwiththepoliciesandproceduresapplicable

tothcirareasofoperation,avoidconflictsOfinterestandrepor[allunethicalandillegalconduct.

Additionally,employsesal.erequiredtocertftyinanannualbasiswhethertherehavebeenanytransactionswhich

are fraudulent, illegal or violate of the Code of Conduct. Strong oversight and self-monitoring policies and

proceduresdemonstrateyourCompany'scommitmcnttothehighcststandardsOfintegrity.

Your Company has also successfully complementcd its lnternal Control Framework with the test of design and

effectiveness of all its processes across the organization as part of meeting the requirements of the Companies Act,

2013, to ensure the existence and effectiveness of lntcmal Financial Controls.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Com_oositionoftheBoard:

The Company's policy is to have an appropriate blend of non-executive 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, 2015 and

Regulation 17 of the Listing Regulations, including the appointment of rcquisitc number of Independent Directors

and Woman Director. As on 31 March 2018, the Board comprised of two (2) Non-Executive Independent Directors

and four (4) Non€xecutive Non-Independent Directors. Woman Director is a Non-executive Non-Independent

Directors. The Board has no institutional director,

Retirement bv rotation and subsequent reap_oointment:

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 rc-emctment(s) thereof for the time being in force) and the Articles of Association of the

Company. Mrs. Grace R. Deora Oqon-Executive Director) liable to retire by rotation at the ensuing AGM and being

elitlble have offered themselves for re-appointment. In accordance with the provisions of the Companies Act,

2013 read with the Rules issued thereunder, the usting Regulations and the Articles of Association of the

Company, the Independent Directors and the Managing Director of the Company are not liable to retire by

rotation.

IndcparfuDlrcctorbwlthmchlJvdalflcinL_D¢cmlaryorbuthclrchtlonchlpwhtheCoDpaiHi

There is no pecuniary or business relationship between the Non-ExecutivcAndepcndcnt Directors and the

Company.AdeclarationtothiseffcctifalsosubmittedbyallthcDirectorsatthcbeginningofeachfinancialycar.

2.2-

The indcpendcnt Directors of the Company have been appointed for tenul'e of 5 (flve) yeas up to 29S' March,

2020. The Company has on its Board, eminent Independent Directors who have brought in independent

judgement to Board's deliberations including issued of strategy, I.isk management and overall governance. They

haveplayedapivotalroleinsafeguardingtheinterestsOfallstakeholders.

The Independent Directors have submitted declantions that they meet the criteria of Independence laid down

undertheCompanicsAct,2013andtheListingRegulationsandhaveconfimedthattheydonotholddircctorship

morethantheprescribedlimitintheI,istingRegulations.TheCompanyhasalsoissuedformalappointmentletters

to all the Independent Directors in the marmcr provided under the Companies Act, 2013 read with the Rules

issued thereunder.

The terms and conditions for appointment of independent director and a sample letter of appointment issued to

the, a[¢ peded on the ConpanyJ8 wcbeitc at fouowlng the link http:/4rkehcmproduct8.comqnvcator-

relations/investor-relations.as_oxtyear=2015-16

Declaration of Inde_ocndcnce from Indc_I)endent Directors :

The Company has received declarations from all the Independent Directors confirming that they mcct the criteria

on independence as prescribed under the provisions of the Companies Act, 2015 read with the Schedule and

Rules issued hereunder as well as Regulation 16 of Listing Regulations (including any statutory modiflcation(s) or

rc€nactment(s) thereof for the time being in force).

Details of Key Managerial Personnel:

The designated as Key Managerial Personnel of the Company in compliance with provisions of Section 203 of the

Companies Act, 2015 and Regulations 6(1) of Securities and Exchange Board of India (Listing Obligations and

Disclosure Requirements) Regulations, 2015, are Mr. Ranu S. Deora -Chief Executive Officer; Mr. Puran I. Parmar

• Chief Financial Officer; Resignation of Mr. Sandeep Patel from the post of Company Secretary & Compliance

Officer of the Company w.c.f. 14th February, 2018. The Board has appointed Mr. Bharat 8. Gangani as Company

Secretary & Compliance Officer w.e.f. 15th February, 2018 and designated him as Key Managerial Personnel, except

forgoing there has been no charge in the role & position of KMP of the Company during the year.

ELurmttonofdrcctonÌc7Irmiperlilpcrrmn¢landpartlaihoOfcmpkr7cd:

The rcmuneration paid to the Directors is in accordance with the Nomination and Rcmuneration policy

formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the listing

Regulations(includinganystatutorymodiflcations(s)orre-enactments(s)thereofforthetimcbeinginForce).The

information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and

Remuncration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s)

Thecompanydircctorhasforgoneremuneration.Furtherno§ittingfeehasbecnpaldtoanydirectorduringthe

financialysar.ThepartioularsoftheemployccswhoarecoveredbytheprovisiouscontainedinRule5(2)andrule

5(3)of Companies(AppointmcntandRemunerationofManagerialPersonnel)Rules,2014arc:

a) Employed throughout the year Nil

b) Employed for part of the year Nil

The increase in remuncration of employees other than the Key Managerial Personnel is considerably in line with

the increase in rcmuneration of Key Managerial Personnel. It is affirmed that the remuncration paid to the

Directors, Key Management Persomel and senior management is as per the Nomination and Remuneration Policy

of the Company.

In terms Of Section 156 of the Act, the reports and accounts arc being sent to the members and others entitled

thereto, excluding the information on employees' particulars which is available for inspection by the members at

the Registered office of the company during business hours on working days of the company up to the date of

ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may whte to

the Chief Financial Officer in advance.

Nomination and Remuneration Pchcv:

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, fir/er alla provides that the Nomination and Remuncration Committee shall

formulate the criteria for appointment if Executive, Non-Exccutivc 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 (3) of section 178 of the Companies Act, 2013 (including any statutory

modification(s) or re{nactment(s) thereof for the time being in force). The Policy is also available on the website

of the Compmy at followhng the link: htip:/^rlochemrodrctB.conrfuphadwiniutor+cLathordh4omhatton-

and-rcmuncration-_Dolicv-26._pdf

Pcrfomance Evaluation:

The Nomination and Remuneration Policy of the Company empowers the Nomination and Rcmuneration

Committee to formulate a process for evaluating the performance of Directors, Committees of the Board and the

Board as a whole.

Pursuant to the applicable provisions of the Act and the I.isting Rcgulatior„ the Directors carried out the annual

performance evaluation of the Board, Committees of Board and Individual Directors along with assessing the

quality„andquantityandtinelinesofflowofinfomationbctweentheCompanymanagementandthcBoardthat

2.4'

isnecessaryfortheBoardtoeffectivelyandreasonal>lyperfomtheirduties.Anevaluationsheetwasgiventoeach

director wherein certain criteria were set out for which ratings are to be given.

CORI'ORATE GOVERNANCE

In terms of circular no.I. CIR"RDDSA61#013 dated 50.05.2013 and circular no.: CIR/CFDPOLICY CELL7¢014

dated 15.09.2014 issued by the Securities and Exchange Board of India, Regulation 15 of Securities and Exchange

Board Of India ousting 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 not exceeding rupees

twenty five crone, 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 31.03.2018 paid up equity capital of the

company is Rs.24.50 lakh which is less than ten crorcs and net worth Rs.8.05 Crore which is less than rupees

twenty five crorc. Hence, Regulation 15(2) of Sccuritics and Exchange Board of India (Listing Obligations and

Disclosure Requirements) Regulations, 2015 not bc applicable to us.

NUMBER oF BonRD MEETING HELD

The Board of Directors duly meets four times during the financial year from ls[ April 2017 to 319t March 2018. The

dates on which the meetings were held are 26thMay 17,12thAugust 17,13th December 17, and 14th February 18.

ATTENDANCE OF DIRECTORS

Attendance of Directors at the Board Meetings held during the financial year ended Slat March 2018 and at last

AGM:

Name of Director Category Number of meetings AItendance at the last AGM

(in alphabetical order) Held Attended Held on 26th August, 2017

Mr. Girish Kumar Pungalia Non-Executive , Independent 4 4 Yes

Mrs. Grace R. Deora Non-Executive 4 4 Yes

Mr. Mahabirprasad S. Deora Non-Executive 4 4 Yes

Mr. Shyam Sunder Shana Non.Executive 4 2 No

Mr. Sunil S. ]hunjhunwala Non-Executive, Independent 4 4 Yes

Mr. Ramu S. Deora Non-Executive 4 5 Yes

Attendance of Directors at the Committee Meetings held during the financial year ended 31 March 2018.

Name of Director Status Category Audit Nomination and Stakeholders

(in alphabetical order)Committee Remuneration Relationship

Meeting Committee CommHeld4 itteeAttended4

Held Attended Held Attended4

Mr. Girish Kumar Member Non-Executive, 4 4 4

Pu4galia Independent

seisT+ 2 F

Mr. Mchal]irprasad S.Deora Member Non.Executive 4 4 4 4 4 4

Mr. Shyan SunderSharma Member Non-Executive 4 4 4 4 4 4

Mr. Sunil S. Chairman Non-Executive, 4 4 4 4 4 4

]hunjhunwala Independent

INDEPENDENT DIRECTORS MEETING

Schedule IV of the Companies Act, 2013 and the Rules thereunder and Regulation 25(3) of SEBI Listing

Regulation, 2015, the indepcndcnt directors held their separate meeting on 50th March 2018, without attendance

of non-independent directors and members of Management, to inter alia:

All independent directors were present in meeting.

DIRECTOR' S RESPONSIBILITY STATEMENT

Based on the home work of internal financial controls and compliance systems established and maintained by the

Company, work performed by the Internal, Statutory, Cost and Secretarial Auditors, including audit Of the internal

financi.al controls over financial reporting by the Statutory Auditors, and the reviews performed by Management

and the relevant Board Committees, including the Audit Committcc, the Board is of the opinion that the

Company's internal financial controls were adequate and cifective during the financial year 2017-2018.

AAceordingly, pursuant to Section 154@)(c) and 134(5) Of the Companies Act, 2013, the Board of Directors, to the

best of their knowledge and ability, confirm that:

a) in the preparation Of the annual accounts, the applicable accounting standards have been followed along with

proper explanation relating to material departures, if any;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and

estimates that are reasonable and prudent so as to give a true and fur view Of the state Of affairs of the

Company at the end of the financial year and of the profit Of the Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in

accordance with the provisions Of the Companies Act, for safeguarding the assets of the Company and for

preventing and detecting fraud and other irregularities;

d) the Director have prepared the annual accounts on going conccm basis;

e) The Director have laid down internal controls to be followed by the Company and that such internal financial

controls are adequate and are operating effectively; and.

D the Director have devised proper system to ensure compliance with the provisions of all applicable laws and

that such systems are adequate and operating effectively;

2_6

The composition of Audit Committee is in alignment with provision of Section 177 of the Companies Act, 2013

read with the Rules issued thcrcunder and Regulation 18 of the Listing Regulations. The members of the Audit

Committee arc financially literate and have experience in financial management. The Audit Committee comprises

of the following directors:

Name Status Category

Mr. Sunil S. JhunjhunwalaMr.GirishKumarPungaliaMr.ShyanS.Shanna Chaiman Non-Executive- Independent Director

Member Non.Executive - Independent Director

Member Director

Au the recommendations made by the Audit Committee were accepted by the Board of Directors of the Company.

NOMINATION AND REMUNERATION cOMMITrEE

ThccompanyishavingaNominationandRemunerationCommitteecomprisingofthefollowingdirectors:


Mr. Sunil S. jhunjhunwala Chairman Non-Executive - Independent Director

Mr. Girish Kumar Pungalia Member Non-Executive - Independent Director

Mr. Shyam S. Shama Member Director

Au the recommendations made by the Nomination and Remuneration Committee were accepted by the Board o

Directors of the Company.

STAREHOLDERS REIATIONSHIP COMMITTEE

The company is having a Stakeholders Relationship Committee comprising of the following directors:


Mr. Sunil S. ]hunjhunwala Chaiman Non-Executive - Independent Director

Mr. Girish Kumar Pungalia Member Non-Executive - Independent Director

Mr. Mahabirprasad Sitaram Deora Member Director

HUEN RESOURCES

The wcllrdisciplincd rorkforce which has served the company for four decades lies at the very foundation Of the

companys major achievements and shall weu coninue for the years to come. Maintenance of a cordial and

supportive environment is a pre-requisite for the smooth functioning Of any organization. This requires the

management and the employees to fully understand and respect each other. On an ongoing basis the management

identifies and implements necessary measures to maintain a positive climate and improve performance levels. The

management has always carried out systematic appraisal Of performance and imparted training at periodic

intervals. The company has always recognized talent and has judiciously followed the principle of rewarding

performance.

L,

2-+

The Company continued the welfal.e activities for the employees, which include Medical Gal.e, Group Insurance

and Canteen Facility. To enrich the skills of employees and enrich their experience, the Company arranges,

Practical Training Courses by Internal and Extcmal Faculty.

YourDirectorsalsowishtoplaceonrecordtheirappreciationforthededicationandcommitmentdisplayedbyall

executives' officers and staff at all levels of the company.

PREVENTION OF SEXUAL IIARASSMENT AT WORK PIACE

As per requirements of the Sexual Harassment Of women at the workplace (Prevention, Prohibition & Redressal)

Act, 2013 (Act") and rules made thereunder, your Company has adopted a policy for prevention Of sexual

hharassnent at workplace and has constituted an lnternal Con+plaints Committee. During the year, your Company

has not received any complaints on Sexual Harassment under the said Act. Display on website Of the Company at

foundng the unk http : /^rlochcmpreduct„om^]p]oedrfuvectopehtlonfedfBtrcrmtlonulttnialhraement-at-

workDalceulcv-78.Ddf

BUSINESS RISK MANAGEMENT

Although the company has long been followed the principle of risk minimization as is the norm in every industry,

it has now become a compulsion. Therefore, the Board members were informed about the risk assessment and

minimization proccdurcs after which the Board fomally adopted steps for framing, implementing and monitoring

the risk management plan for the company.

The main objective of this policy is to ensure sustainablc 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

growl plans of the Company are imperative. The common risks inter alia arc: 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 sane. The Risk

Management Poliey is posted in the Wcbsite 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

2-8

framework is set up. Appropriate structures are present so that risks are inherently monitored and controlled. A

combinationofpoliciesandproceduresattemptstocounterriskasandwhenthcyevolve.

WEBSITE OF THE COMI'ANI

The Company maintains a website Ezny:_triochcmproductscom where detailed information of the company and

its products are provided.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all

employeesinthecourseofdaytodaybusinessoperationsOfthecompany.TheCodehasbeendisplayonwcbsite

ofthcCompanyatfolfowlngthclinkhap:/mrw.trlochcmproducte.crmî_olcrdAn"toruehttonrdfrrd]rcctodr

senior-managementpersonnel-24.pdf

The Code lays doun the standard procedure Of business conduct which is cxpccted to be followed by the

IDirectors and the designated employees in their business dealings and in particular on matters relating to integrity

in the work place, in business practices and in dealing with stakeholders.

Au the Bond Members and the Senior Managenient personnel have confirmed compliance with the Code.

DISCLOSURE OF VARIOUS POLICIES :

The Bond has approved various policies in their meeting so that the Committees work effectively and in

accordance with the provisions as stipulated in the Policies. Vdrious policies as approved by the Board are posted

in the Website of the Company.

Famihiarization programmers for the Independent Directors:

In Compliance with the requirements of SEBI Regulations, your Company has put in place a finiliarization

progranmed for the Independent Directors to finiliarize them 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 vebsite of the Company at following the link

http:/tw.trlchcmprodrct8.com^]oloadwhvcanrdtlomffitimnndzaflonprtxprm+orindcpendent-

directorsil.Ddf

Risl[Manaqementpolicv:

The Company has implonented Risk Management Policy and the Board of Directors has prepacd a

comprehensive framework of risk management for assessment of risks and to determine the responses to these

risks so as to mi.nimize their adverse impact on the organization. The policy as approved by the Board of Directors

lb uuloeded on the Compry's whaltc. ±ap:/tw.trlodiapproductB.crmîtledndnmorndtiqutlquck-

2Cl

yienMechanism/WhistleBlowerPdicv:

In order to ensure that the activities of the company and its employees arc conducted in a fair and transparent

manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior the company

hasadoptedavidimechanismpolicy.Thcaimofthepolicyistoprovideadcquatesafeguardsagainstvictimization

of whistle blower who avalls of the mechanism and also provide direct access to the Chairman of the Audit

Committee, in appropriate or exceptional cases.

Accordingiv, twhistle Blower Policy' has been formulated with a view to provide a mechanism for the Directors

andemployeesoftheCompanytoapproachthcEthicsCounsellorortheChairmanoftheAuditCommitteeofthe

Company.

The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing. It

protects employees willing to raise a concern about serious irregularities within the Company. This policy is

uplceded on the Company'B whdtc. http;/tw.thodemproduep.comA]ploady(nvcctor+unorThxun-

mechanism-whistle-blower-oolicv-28.pdf

AUDITORS AND AUDITORS I REPORT

StatutorvAuditors:

Mis. KANU DOSHI AND ASSOCIATE LLP firm Registration No. 104746W / W100096), Chartered Accountants,

Mumbai were appointed as the Statutory Auditors of the Company at the 45th AGM till the conclusion Of the 50th

AGM. Mts. KANU DOSHI AND ASSOCIATE LIT, Chartered Accountants have confined thch eligibility and

qualification required under Section 139, 141 and other applicable provision of the Companies Act, 2013 and

Rules issued thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in

force).

The Auditors Report for the financial year ended Slat March, 2018 on the financial statements Of the Company is a

part of Annual Report. The Auditors Report for the financial year ended Slat March, 2018 does not contain any

qualification, reservation or adverse remark.

The observation Of the Auditors in their report read together with the Notes to Accounts are sclfexplanatory and

therefore, in the opinion of the DirectorS do not call for any further explanation. The auditor's reports do not

contain any reservation, quahification & adverse remark for the financial year under review.

Internal Auditors:

Mis. Haren Sanghvi & Associates, Chartered Accountants performs the duties of intcmal auditors of the company

and their report is reviewed by the audit committee from time to time.

Cost auditor:

The Bond of Directors of the Company, on the recommendations made by the Audit Committee, has appointed

N\pesh & Associates, Cost Accountants qutesh N. T. Proprietors) to conduct the cost audit of the Company

30

to conducts the audit of cost recol.ds for the financial year 2018-19. The remuncration proposed to bc paid to the

Cost Auditors, subject to ratification by the shareholders of the Company at the ensuing 46th Annual General

Meeting.

The Company has received consent from M/s N. Ritcsh & Associates, Cost Accountants qutesh N. T. Proprietors),

to act as the Cost Auditors for conducting audit of the cost records for the financial year 2018-19 along with a

certificatc conflrming their independence and arm' s length relationship.

Secretarial Auditors:

Pursuant to the provision of section 204 of the Companies Act, 2015 and The Companies (Appointment and

Rcmuneration Of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has appointed M/s

Ratlni Chokshi & Co.(CP No.: 1436, FCS: 2390), Company Secretaries to conduct and audit of the secretarial

records for the financial year 2018-19.

The Company has received consent from M/s Ragini Chokshi & Co. (CP No.: 1436, FCS: 2390), Company

Secretaries to act as the auditors for conducting audit of the Secretarial records for the financial year ended 31S[

March, 2019.

The Secretarial Audit Report for the financial year ended Slat March, 2018 is set out in "Annenre C" to this report.

The Secretarial Audit Report docs not contain any qualification, reservation or adverse remark.

EXTRACT OF ANNUAI. RETURN

Pursuant to the provision of Section 92(3) of the Companies Act, 2013 and Rule 12(1) Of The Companies

(Management and Administration) Rules, 2014, the Extract Of the Annual Return Of the Company as on as on 51"

March 2018 in the prescribed Form No. MGT 9 is set out in "Annexure D" to this report.

SECRETARIAL STANDARDS OF ICSI

The Company is in compliance Of Secretarial Standards on Meeting of the Board of Directors (SS-1) and General

Meetings (SS-2) issued by the Institute of Company Secretaries of India.

CORI'ORATE SOCIAL RESPONSIBIIJTY

The provisions of Companies Act, 2013 regarding Corporate Social Responsibility shall not be applicable to

companies having net worth not exceeding Rs.500 crore or more or turnover not exceeding Rs.1,000 crore or net

profit not exceeding Rs.5 crorc 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 31.03.2018 neither the net worth exceeds Rs.500 crores or turnover exceeds Rsl,000 crore or net profit

exceeding Rs.5 crore. Hence, the provisions of Companies Act, 2013 regarding Corporate Social Responsibility

would not be applicable.

2,i

FEL|GYCONSERVATION.TECHNOLOGYABSORPTIONANDFOREIGNEXCHANGEEARNINGSANDOUTGQ

The information on conversation of energy, technology absorption and foreign cxchangc earnings and outgo

stipulatedunderSection134(5)MofthcAct,andtheRulesfranedthereunderisannexedherewith"Annenre-E"

RESEARCH & DEVELOPMENT

The information on Research and Development in Form 8 is annexed herewith as "Anncxurc E"

EMPAIRMENT OF AssETs & cApmL WORK-IN-pROGREss

In compliance with Accounting Standard AS-28 relating to "Impairment of Assets", the company has reviewed the

carrgivg amount of its flxed assets as at the end Of the year. Based on the strategic plans and such valuation of the

fixed assets of the company, on inpairment of assets is envisaged at the balance sheet date.

ACENOREDGEMENTS

The company has bccn very well supperted from all quarters and therefore your directors wish to place on record

their sincere appreciation for the support and cooperation received from Employees, Dealers, Suppliers, Central,

and State Governments, bankers, and others associated with the Company.

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

continued support and cooperation.

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

CAUSIONARY STATEMENT

The statements contained in the Board's Report and Management Discussion and Analysis contaln certain

statements relating to the future and therefore are forward looking within the meaning of applicable securities,

laws and regulations. Various factors such as economic conditions, changes in government rcgulatious, tax,

regime, other statues, market forces and other associated and individual factors may however lead to variation in

actual results. Readers are cautioned not to place undue reliance on the forward looking statements.

By order Of the Board Of Directors

For Triochem Products Limited

h-a-kyJ`LL- iI--Mahabirprasad s. Deora Ranu s. Deora

Director Director & CEO

DIN: 01073526 DIN: 00312569

32_

Place: Mumbal

Armual Report 2017 - 2018

Amexue (A) to Board's Report

DIVIDEND DISTRIBUTION POIJCY

/ADoroved bv the Board of Directors at their meeting held on llth November` 2016

INTRODUCTION

The Policy is called "TPL - Dividend Distribution Policy" ¢ereinafter referred to as "this Policy") and shall be

effective from llth Novcmbcr, 2016 ("Effective Date").

In terms of the Securities and Exchange Board of India qisting Obligation and Disclosure Requirements)

Regulations, 2015, including any statutory modifications(s) or re€nactmcnt(s) thereof for the time being in force,

Triochem Products Limited quereinafter referred to as "the Company") is required to home this policy.

POLICY

This polity ains at ensuring compliance with the provisions of Regulations 43A of Securities and Exchange Board

of India ousting Obligations and Disclosure Requirements) Regulations, 2015, including any statutory

modification(s) or re.enactment(s) thcrcof for the time being in force.

The Company would, jt]/fr alI4, consider the following financial parameters and/or intcmal & external factors

before declaring dividend(s) or recommending dividend(s) to the shareholders:

1. Current year profits arrived at after providing for depreciation in accordance with the provisions of Section

123 and other applicable provisions, if any, of the Companies Act, 2013 read with the Rules issued

thereunder; and/or

2, Profit from any of the previous financial year(s) arrived art after providing for depreciation in accordance with

the provisions of Section 123 and other applicable provision, if any, of the Companies Act, 2013 read with the

Rules issued thereunder;

3. Fund requirements to finance the working capital needs of the business;

4. Opportunities for investments of the funds of the Company to capture future growl in the industry, c.g.

capital expenditure, network expansion, etc.;

5. Funding requirements for any organic and inorganic growth oppor[unitics to be pursued by the Company;

6. Optimal free cash to fund any exigencies, if any;

7. Prevailing legal requirements, regulatory conditions or restrictions laid down under the applicable laws

including tax laws.

3L3

In case the Board proposes not to distribute the Profit; the ground thereof and information on utilisation of the

retained earnings, if any, shall be disclosed to the shareholders in the Board's Report forming part of Annual

Report of the Company.

The CFO jointly with the Directors & CEO of the Company shall suggest any amount to be declared /

recommended as Dividend to the Board of Directors of the Company, taking into account the aforementioned

parameters.

Parameters adopted w.r.t. various classes of shares:

1. The Company has only one class of shares referred to as equity shares of the face value of Rs.10/-each,

forming part of its Issued, Subscribed and Paid - up share capital.

2. Dividend (including interim and/or final) would be dcclarcd and paid to equity shareholders at the rate fixed

by the Board of Directors of the Company, if any, would be subject to the approval of the shareholders at the

ensuing Annual General Meeting.

AMENDMENTS TO THE POLCIY

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 camed out by the

persons authorised by the Board in this regards.

3L+


Armexure (8) to Board's Report

FORM AOC . 2

[PursuanttoScction134(3)a)oftheCompanlesAct,2013andRulc8(2)oftheCompanics(Accounts)Rules,2014]

Fom for disclosue of particulars of contract / arrangements entered into by tlie Company with related parties rcferrcd to in Section 188(1) ofthcCompanlcsAct,2013includingcertainarm'slcngthtransactionsundcrthirdprovisothereto

1 DETAILS OF CONTRACTS OR ARRANGEMENTS OR TRANSACTIONS NOT AT ARM'S LENGTH RASIS:

a Name(s) of the related party and nature of relationship

b Nature of contracts / arrangements / transactions

c Duration of the contracts / arrangements / transactions

d Slicnt tcms of the contracts or arrangements ot transactious including the value, if any

e Justification for entenng into such contracts or arrangements or transactlons

f Date(s) of approval by the Board

g Amount paid as advances, if anyh Date on which (a) the requisite resolution was passed in general meeting as required under first pro`ho to Section 188 of

the Companles Act, 2013

DETAIrs OF MATERIAI. cONTRACTs OR ARRANGEMENT OR TRANSACTIONs AT ARM's I.ENGTH BAsls:

a Name(s) of the related parry and nature of relationship

b Nature Of contracts / arrangements / transactions

c Duration of the contracts / arrangements / transactions

d Slient tcms of the contracts or arrangements ot transactions including the value, if any

e Date(s) of approval by the Board

f Amount pald as advances, if any

Not

Applicable

Not

Applicable

' All related party transactions arc in the ordinay course ofbusincss and on am's length basis which are approved by Audit committcc of the

Company.

For and on behalf of Board of Directors

r~tw7A 4JAL~Mahal)irprasad S. Dcora

Dnector @IN: 01073326)

Ramu S. Dcora

Director & CEO PIN: 00312369)

Place : Mumbal

Date: 29th May, 2018

95

omnouty-4a?~> ho csc,cLCFdls a¢O<> ,

OS Rnoini chokehi & cO.Comparry Secretarfes

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

web: csragi nichokshl.com

FOENNO.in-3SECRE"RIAL AIJDIT REPORT

Tel. : 022-2283112022-2283113

T:Pursunat to Section 204(1) Ofthe Coaponies Act, 2013 and Rille No.9 Of the Corrprnies(Appo[atmatandRanLnenationOfMdnqgerialPersoiei.d)RiLles,2014|

To,The Menrims,TRIOcEmM PRODucTs IMi'i.]±L]4th Floor, Sarfuava Charibers, Sir P.M. RoadFort Mumbai-400 001.

We have conducted the secretarial audit of the coxpliance of applicable statutory provisionsand the adherence to good corporate praedoes ty "ochcm Products himiled (GIN:I.24249rm972PIC015544) ®ereinarfuer called the Company). Secretarial Audit wasconducted in a manner that provided us a reasonable basis for evaluating the c"porateconducts /statutory compliances and expessing our opinion thcrcon.

Based on our verification of Company's bocks, papers, minute books, foms and returns ffledand other records maintained by the Company and also the infomation provided by theCompany,itsofficers,agentsandarfuorizedrepresentativesduringthecondDctofsecreeariaIandit,wehercbyreportthatinouropinin,thecompanyhas,duringtheauditperiodcoveringtheFinandalYearlstApril,2017to31"Mardb2018compliedwiththestatutoryprovisiousris`ted hacunder and also that the Company has proper Board-processes and compliance-mechanisminplacetotheextent,inthemannerandsutzjecttothepepordrgmadehereinafter:

3t,

Wehaveexaminedthebooks,paper,minueebcoks,fomsandretlmsfiledandotherreeordsrfutained by Triochrm Products Linited ("the Company") for the audit period coveting theFinancial Year let April, 2017 to 31"Marty 2018 according to the provisions Of

(i) The companies Act 2013 ("theAct") and the rules made thereunder;

(fi) The Securities Contracts Qtegulation) Act, 1956 (`SCRA') and the rules madethereunder;

(ifi) The Depositories Act, 1996 and the Rfgtilarions and Byedaws franed thereunder;

(iv) Foreign Exchange Management ACL1999 and the Rules and Regulation made thereunder to the exrmt of Exchange Co-crcial Borrowhgs;

(v) The fonowing Regulations and Guidelines prescribed under the Securi(ie§ andExchange Board of hdia Act, 1992 (`SEBI Act'):

a. The Securities and Exchange Board ofhdia (SubstandalAcquisfron of shares andTakeovers) Regulations , 2011

b. The Securities and Exchange Board of hdia afrohibinon Of lndder TradingRegulations, 2015

c. The Securities and Exchange Board of hdia assue of Capital and DisclosureRequirements) Regulations, 2ap9 Orof appHcable to due Coqnpany drring theaudit pdiod);

d. The Securides and Exchange Board of hdia (Share Based Employee Benefits)Regulations,2014OrctapplicabletothcCompanydDringd[caqditpcriod);

e. The Sectlrities and Exchange Board ofhdia assue and listing Of Debt Securides)Regulations, 2008 Orof appEchlc as the Con]pany has not issued ay debtsecurities during the period mder review);

f. The securities and Exchange Board of hdia Qegistrars to an issue and ShareTransfer Agents) Regulafrons, 1993 regarding the companies act and deafrg withclient. Orof appHcalle as the Company is not pegisfrod as R€ctaca[to all 3ssnl]candShacThnrfuAgcutdqchgthefuandalyearmderrevicw);

9. The Securities and Exchange Board of Thdia a)elisting of EqLidy Shares)Regulations, 2009 Orct amlicable as tlc Company has not ddisted fug eqritysharesfromanystockcrfuapgedrigthepchodunderrevicw)

3+

h. Securities and Exchange Board of hdia Guy Back of securities) Regulations, 2009avotappecallcasthcCompanyhasncttortyhackanyofitssecuffiesdqringthe period under review)

We have relied on the rquesentation made by the Company and its Officers for systems andmechanism formed by the Company for compliances under other appEca.ble Acts, Iaws andRegulatious to the Company.

Wealeoftheopinionthatthemanagrmenthascompnedwiththefollowinglawsspecificallyapplicable to the Company:

1. Factories Act, 19482. Drugs and Cosmedcs Act 19403. The Phamacy Act 19484. Water ¢revention and Control of polfution)Act, 19815. Air Glevention and Control ofpouution)Act 19746. Minimum Wages Act, 1948

We have also examined compliance with the appncable dauses of the fouowing:

(a) Secretarial Standards issued by The hstifute of company Secretaries of India.

® The Securities and Exchange 86ard of hdia a,isthg oungation and DisclosureRequirements) Reguladons 2015 and the Listing Agreements entered into by lbeCongany with Stock Exchanges.

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

We further rqurt that

The Board of Directors of the Company is duly constinited with proper balance of ExecutiveDirectors, Non-Executive Directors and hdependent Directors. The changes in thecomposition of the Board of Directors that took place during the period tinder review werecarded out in the compliance with the provision of the Act.

Adequntenoticeisgiventoalldirectorstoschedulgth:BoardMectings,anddesaneweresent at least seven.days in advance, agenda and detaifed notes on agenda were sent at leastSeven days before the date of Meedng, and a system exists for sealing and obtaining furtherinformation and clarifications on the agmda items before the mcchg and for meaningfulpartidpation at the meeting.

38

We further report that the Compliance by the Colxpany of applicable Fincial laws likeDirect & hdirect tax laws, Service tax has not been reviewed in this audit since the same hasbeen subject to review by the statutory finandal audi and other designated professionals,

As per the minutes of the Board duly recorded and signed ty Chainan, the dccisious of theBoard were unaninous and no dissendrg views have been recorded.

Wc fTher repoct that there are adequate systems and processes in the companycommensurate with size and operations of the Company to monitor and ensure compliancewith appficable laws, rules, regulation and gtliddines.

Wcfurtherreportthatdrringthcauditpedod,therewerenospccificevents/actionshavinga major bearing on the Company's affiir in pursuance of the above referred laws, rules,regulations, gLiideline etc.

3q

Place : MuninaiDate: 29/05/2018

For Ragini Chohshi & Co.(Company Scerctndes)

Malmland Patwanthana'artner)

C.P. No. 9031/ACS No.11872

Armual Report 2017 . 2018

Armeme a) to Board's Report

Ex'rRACT oF ANNUAL RETURN IN FORM MGT-9

[PursuanttoSectlon92(3)ofthcCompanie8Act,2013andRule12(1)oftheCom|)anicsOlanagcmcntandAdministration)Rules,20141

I REGlsTRATloN AND OTHER DEAlrs

lcIN

il Registration Date

iii Name of the Company

iv Category of the Company

1 Public Company

L24249MH1972PLC015544

17 01 1972

Triochem Prodcuts Limited

Yes

Sub Category of the Company

9 Company having share capital Yes

v Address of the Rcglstered Office and Contact Details

1 Company Name

2 Address

3 Town / City

4 State

5 pin code

6 Country Name

7 Country Code

8 Telephone with STD Area Code Number

9 Fax Number

10 Email Address

11 Wcbsite, if any


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

Mumbai

Minarashtra

400001

India

IND

(022) 22663150

(022) 22024657www.investc>[email protected]

www.triochemproducts.com

12 Narnc of the Police Station having jurisdiction where the Rcgistered Office is situated

vi Whcthcr Shares listed on recognized Stock Exchanage(s)

Details of the Stock Exchanges where shares are listed;

Sl. No. StockExchanagc(s)

1 Bombay stock Exchange linited q3SE)

vii Name and Addi.ess of Retlstrar & Tranefcr Agent QTh)

1RTA

2 Address

3 Town / City

4 state

5 Pin Code

6 Country Nanc

Yes

Stock Code(s)

512101

M. R. A. Margc, Police Station

Sharex Dynamc andia) Pvi Ltd

Unit -1, Luthra Industrial Premlses, Safed Pool, Andhcri Kurla Road, Andheri @ast),

Mumbal

Mcharashtra

400072

India

7 Country code IND

8 Telephone with STD Area Code Number

9 Fax Number

10 Email Address

11 Website, if any

11 PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

(022) 28515606

(022) 28512885

[email protected]

www.sharexindia.com

Amual Report 2017 -2018

Annexurc @) to Board's Report

EXTRACT OF ANNUAL RETURN IN FORM MGT.9

[Pur8uanttoSectlon92(3)oftheCompanie8ifust,2013andRule12(1)ofthcCompanlesquanagementandAdmindtration)Rules,2014]

in pARTlcuLARs OF HOIDING, suBslDIARyAND AssOcIATE cOMPANIEs

Nil - Not applicable

IV SIIAREHOLDING PATrEEN ¢quity shac capial Brcalnip as pcrccntage of Total Equity)

A Category.wise Shareholding

CategoryofShareholdcrs

A Promoters sharcholding

1 Indian

a Individual / Hindu

Undivlded Family

b Central Government

c State Goverment

d Bodies Corporate

e Back / FI

I Any Other

sub Total (A)(1)

2 Foreign

a NRI Individuals

b other Individuals

c Bodies Corporate

d Bank / FI

e Any Other

sub Total (A)(2)

Total Shaeholding of

® Promoters (A)= (A)(1) + (A)(2)8 Public shacholding

1 Institutions

a Mumal Funds / UTI

b Bank / FI

c Central Government

d State Govcrrment

e Venue Capital Funds

f Insurance Companies

g FIIs

h Foreign Venrurc Capital

lnvestors

i Any Other (specify)

v=al@'`1'

No. of Shares hold at the begivning of the

year (As on 01.04.2017)

Demat Physical Total %oftotalshares

1,68,140 50 I,68,190 68.649

1,68,140 50 1,68,190 68.649

1,68,140 50 1,68,190 68.649

4'

No. of Shares hold at the end of the year (Ason 31.03.2018)

Dcmat Physical Total %oftotalshares

1,64,190 - 1,64,190 68.649

1,64,190 - 1,64,190 68.649

1,64,190 . 1,64,190 68.649


Amexure a) to Board's Report


[PursuanttoSection92(3)oftheCompaniesAct,2013andRule12(1)oftheCompanicsquanagementandAdmlni8tration)Rules,2014]

Category of shareholders No. of shares hold at the beginning of the

year (As on 01.04.2017)


2 Non.Institutions

a Bodies Corporate

i Indian

ii Overseas

b Individual

i Individual Shareholdersholding nommal sharecapital upto 1 lakh

ii Individual Shareholders

holding nominal sharecapital in excess of 1 lakh

c Any other (specify)

i Nan-resident India

ii Overseas Corporate Bodies

iii Foreign Nationals

iv NBFCs Rcdstercd wlth RBI

v Trust

vi Foreign Bodies

sub Total a)(2)

Total Public Sharcholding

a)=a3)(1)+a3)(2j

C Share held by custodiansfor GDRs & ADRs

GRANDTOTAI,(A+B+C)

8 Sharcholding of l>romotcrs

Sl. Shacholder's Name

No.

1 Mr. Rajesh R. Deora

2 Mrs. Grace R. Dcora

3 Mr. Ramu S. Dcora

4 Mr. Rajiv R. Dcora

5 Ranu M Dcora HUF

Total

36,000 250 36,250 14.796

11,910 28,650 40,560 16.555

47,910 28,900 76,810 31.351

47,910 28,900 76,810 31.351

2,16,050 28,950 2,45,000 100.000

Shareholding at the beginning of the year

(As on 01.04.2017)

No. of % of total % ofsharcs pledged /Shares shares encumbered to total

shares*

36,000 14.694

36,000 14.694

34,500 14.082

34,270 13.988

27,420 11.191

1,68,1g0 68.649

No. of shares hold at the end of the year (As % ofon 31.03.2018)


36,000 250 36,250 14.796

11,910 28,650 40,560 16.555

47,910 28,900 76,810 31.351

47,910 28,900 76,810 31.351

2,12,100 28,900 2,41,000 loo.000

Shareholding at the end of the year (As on31.03`2018)

No. of % of total % of shares pledged /Shares shares encumbered to total

shares*

36,000 14.694

36,000 14.694

34,500 14.082

34,270 13.988

27,420 11.191

1,68,190 68.649

Change

during the

year

%of

Change insharcholdin

g duringthe year

Notes;

I The term "encumbrance" has the sane mearmg as assigned to it in Regulation 28(3) of the SEBI (Substantial Acquisition of Shares

nd Takeovers) Regulations, 2011

42


Annexure a)) to Board's Report

EXTRACT OF ANNUAI. RETURN IN FORM MGT-9

|PusuanttoScction92(3)ofthcCompanicsAct,2013andRule12(1)oftheCompaniesquanagcmentandAdministration)Rules,2014|

C Change in Promotcrs' Sharcholding

Sl. Shareholder's Name

No.

1 Mr. Rajesh R. Deora

At the beginning of the year

At the cnd of the year

2 Mrs. Grace R. Deora

At the bermg of the yearAt the end of the year

3 Mr. Rajiv R. Deora

At the begivnlng of the year

At the end of the year

4 Mr. Ranu S. Deora

At the begivg of the yearAt the end of the year

5 Ramu M Deora HUF

At the beginmng of the year


Shareholding

No. of shares % of total shares ofthe company

36,000

36,000

36,000

36,000

34,270

34,270

34,500

34,500

27,420

27,420

14.694

14.694

14.694

14.694

13.988

13.988

14.082

14.082

11.192

11.192

Cumulative sharcholding during the year Reason

(01.04.2017 to 31.03.2018)


36,000

36,000

36,000

36,000

34,270

34,270

34,500

34,500

27,420

27,420

Movement

14.694 durlng the

14 6g4 year-Nil

Movement

14.694 durlng the

14.694 year-Nil

Movement

13.988 duringthe

13.988 year. Nil

Movement

14ò82 duringthe

14.082 year-Nil

Movement

11.192 durlng the

11.192 year.Nh

Notes:

1 Date Of increase / decrease has been cousrdcrcd as the date on which beneficiary position was provided by the Depositones to the

Company.

D Sharcholding pattcm of top ten shareholdcr§ (other than Dircctor8, Promoters and Holders of GDRs and ADRs):

Sl. Shareholder's Name Shareholding Cumulatlve Sharcholding durlng the year

No.

:lL`.,

1 G Amprhay Phrmaceuticals

pvt Ltd

2 Triochem laboratories PviLtd

3 Ambemath PlastoPackaging Pv[ Ltd

4 Rajkumar Saraf

5 Vljaya Rant Saraf

6 Vishwanath M jhunjhunwala

7 Vimla S. Sharma

8 Savitri Nareshchandra Tain

9 Snehpral]ha Agarawh

o Purshottamlal jhunjhunwala



I The shares of the Company are not traded in dafty basis and hence date wise increase / decrease in shareholding is not indictcd.

Shareholding is consolidated based on PAN of the Shareholder.

+3

Amual Report 2017 - 2018

Amexure a) to Board's Report


[PursuanttoSection92(3)ofthcCompaniesAct,2013andRule12(1)OftheCompanicsOlanagemcntandAdministration)Rules,2014]

E Sharcholding of Dircctor8 and Key Managerial Persormcl:

SL. Shareholder's Name

No.

Directors

1 Mr. Ramu S. Dcora *

At the bcginnlng of the year


2 Mrs. Grace R. Deora

At the beanrmg of the yearAt the end of the year

3 Mr. Mahabirprasad S. Dcora

At the begimng of the year


4 Mr. Shyan S. ShanaA[ the beginning of the year


5 Mr. Sunil S. Thunjhunwala

AI the beginning of the year


6 Mr. Ginsh Kumar Pungalia

At the beginning of the year

Al the end of the year

Key Manahcrial Personnel

1 Mr. Ramu S. Dcora *

At the begivning of the year


Shareholding


34,500

34,500

36,000

36,000

34,500

34,500

14.082

14.082

14.694

14.694

14.082

14,082

Cumulative shareholding during the year Reason

(01.04.2017 to 31.03.2018)


34,500

34,500

36,000

36,000

34,500

34,500

2 Mr. Puran/. Pamar

AI the bcginnlng Of the year


3 Mr. Bharat 8. Ganganl

AI the beginning of the year

Ar the cnd of the year

Notes:

I * Mr Ranu S Deora, Director & CEO has been included in the hat of Directors as nell as KMP

4+

Movement

14`082 during the

14.082 year-Nil

Movement

14,694 duringthc

14.694 year-Nil

Movement- duringthe

- year-Nil

Movement. duringthe

- year-Nil

Movement• during the

- year-Nil

Movement. during the

. year-Nil

Movement

14.082 durlng the

14.082 year-Nil


- year-Nil


- year -Nil

Annual Report 2017 - 2018

Annexure a) to Board's Report

EXTRACT OF ANNUAL RETURN IN FORM MGT-9

[PursuanttoScction92(3)ofthcCom|)anicsAct,2013andRule12(1)oftheCompaniesquanagcmcntandAdminl§tration)Rules,2014]

V INDEBTEDNESS

IndebtednessoftheCompanyincludinginterestoutstanding/accruedbutnotdueforpayment:

Secured Loans Unsccured Loans

(Excluding deposits)

Indebtedness at the beginning of the financial year (A8 on 01.04.2017)

i PrincipalAmount

ii Interest due but not paid

iii Interest accrued but not due

Total(i+ii+ill)

2,85,54,457

Amount in Rs.

Deposits Total lndebtness

2,85,54,457

2,85,54,457 2,85,54,457

Change in Indebtedness during the financial year

i AdditLon

ii Rcductlon (repayment)

Ner Change

6,08,00,214 6,26,00,000

7,40,49,345 5,51,00,000

12,34,00,214

12,91,49,345

-1,32,49,131 75,00,000 -57,49,131

Indebtedness at the cnd of the financial year (As on 31.03.2018)

i PrincipalAmount

ii Interest due but not paid

iji Interest accruedbut not due

Total(i+ii+iii)

1,53,05,326 75,00,000 2,28,05,326

1,55,05,326 75,00,000 2,28,05,326

VI REMUNERATI0N OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Sl. Particualrs of Remuneration (A) Managing Dirctor, Whole-

No. time Directors and / or Manager

1 Gross salary (excluding commission)

(a) Salary as per provisions contamed insection 17(I) of the Income-tax Act,

1961

a) Value of perquisites u/s 17(2) of theIncome.taxAct,1961

(c) Profit in lieu of salary ufo 17(2) ofthe Income-tax Act, 1961

2 Stockoptious

3 SweatEquity

4 Commlssion• as % of profit

• others, spccfty ....

5 Others-Employercontributionto

provident and other funds

Total (A)

Ceiling as per the Compal.nies Act, 2013

ununael

Amount in Rs.

q3) Other Directors (C) Key Managerial PersormelCEO CS CFO

urlES / PUNISHMENT / COMI'OUNDING 0F OFFENCES (under the Companies Act, 2013)

penalties/punishment/compoundingofoffencesvereunderCompaniesAct,2013.

45-

Amual Report 2017 . 2018

Annemre (E) to Board's Report

CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION AND FOREIGN EXCHNAGE EXRNINGS AND OUTGO

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

A CONSERVATION OF ENERGY

a Energy conservations measures taken

ThemanufacturlngunitsoftheCompanyhavecontinuedtheireffoltstoreducethccnergyconsumption.Specificenergyconsumptionandabsolutcunit'sconsumptionactrackedonarealtimebasisatindividualfactory/blocklcvclandconsolidatedatSup|.lyChainLcvclThis

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 shaf[ mechanics for reducing motor power

2 Prcscnce sensors and motion sensors used in cabins

3 Pressure based pumping system used for utilities

4 Arresting all leakage and optimizatlon of air pressure network

5 By controlhng process parameters and changivg process plpc llne system.

6 Improvisation and continuous morutormg Of Power Factor.

b Utilising altcmate 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 linengy: Nil

ThcCompanylsengagedlnthecontlnuousrevlewofenerg)rcosts,reductlonlncnergygenerationcostthroughlmprovedoperationalandmaintenancepractices.Wchavebeenal)lctomaintainthepowcrfactorncarofunityandtherebyavailmgtherebateonelcctricitychargcs

d Impact of above measures on consumption of cncrgy

lmpactoftheabovemeasureforthereductionOfenergyconsumptionandconscquentimpactonthecostofproductlonofthegoods;ltisdifficult to assess the definite inpact of the measure as the total energy cost forms a smau constituent of the overall production costs.

c Power & fuel consumption

Sl. Particulars

No.

1 Electricity

Purhase . Unlts

Purchase - Amount

Rate / Unlt

Amount in Rs.

2017 -2018 2016 -2017

5,85,052 5,94,520

51,12,890 48,97,076

8.74 8`24

Our Gcneratlon through ** Not Applical)le, Since the Company does not have any Diesel Generator or Stem Turbmeroenerator

2 Furnace Oil

Purchase - Litre

Purchase - Amoun(

Rate / IJtrc

3 Consumption per unit of products

Electncity

Bulk Drug, Apls

Furnace Oil`...v- ,i..t,i

Drug' Apls

>n for vanation **

8o, 286 10, 309

21,44,839 2,11,277

26.71 20.49

Standnds

35.77 Not Applicablc

1.54 Not Appiical>ic

" It ls not feasible to malntaln product category-wise cncrgy consumption data, Since we manufacture a large bulk drugs havlng

different energy rcquiremcnts 4 6


Amerme q]) to Board's Report

CONSERVATION OF ENERGY, TECHNOI,OGYABSORPTION AND FOREIGN EXCHNAGE EXRNINGS iIND OUTGO

[Sectlon 134 of the Companic8 Act, 2013 read with Companic8 (Afcounts) Rules, 2014|

a TECHNOLOGY ABSORPTION

a The efforts medc by the Company townds technology absorption

The focus of Reseach & Technology function continues to be in building technological self.rellancc by promotlng in house research,

irmovationandcreativitytodcsign,devclopandupgrndeitsproductspipclinecontinuouslytosupportachievmgshort,mcdiumandlong.tern business goals of the Company. The cntne products porfolio is based on in-house technology developed by intcmal scicntistswithoutsupportfromextcmalpartnersinthcformoftechnology,collfrorationdicensing.ThenatureofactivitiescarnedoutbyRescarch& Technology functional the Company are as follows;

1Upgradationofcxistingproductswithvalueaddcdfeaturestocreatcproductdifferentiationtoretainmarketshare.

2 Continuous value generation through formulation re€ngineering, sourcLrig efficiency, process optimization, new raw material search,new manufaounng techniques, vendor collaboration to enhance profitabillty.

3 Suppolt sustainability initiatives of the company by undertaking joint projects with plant to reduce cycle timc, energy consumption,water consumption and waste generation.

4 Development of laboratory simulation techniques to support products vahdation under different gcographical climate and usage

practices.

5 Techmcal service and support related to customers for product scale up and standndization on customer lines.

6DevelopmentoftestmethodsforPlantQCthathelpspeedupincommgrawmaterialtestingandapproval.

7 Continues benchmarking of products against national/intemational competition.

8 Support technical capability building across organization through in-house scmmars, tcchnical training, etc

9 Support in tcms of technological due diligence to fulfil company's growth strategy through acquisition.

b The bcncfits derived like product inprovement, cost rcduction, product development or import substitution

1 Fresh water consumption reduced and ETP load minimizcd

2 Emission in the alr is negligible and maintains all emission pararncters.

3 Redue fresh water consumption.

c ln case of imported technology (Import during the last three years rcckoncd from the beginning of the financial year)

1 Not Appiical]le

d The expenditure incuncd on Research and Development

Sl. Particulars 2017 -2018 2016 -2017

No.

1 Capital

2 Recurmg

3 Total

6,038 18,300

6,038 18,300

C FOREIGN EXCHNAGE EXRNINGS AND OUTGO

Sl. Particulars

No

1 Earning ; Export

2 0utgo : Import

3 0utgo : Bank Charges

:L

2017 -2018 2016 -2017

83,13,938 61,08,326

26,55,34,449 10,95,61,015

21,861 7,498

4+

Inu Doshi Associates LLPl;nartered Accountants

Mumbai Address : 203, The Summit, Hanuman Road,

Western Express Highway, Vile Parie (E), Mumbai -400 057

T : 022-2615 0100 / 111 / 112 . F : 022 2615 0113

Pune Address : 123, Sohrab Hall, 21 Sassoon Road,

Opp. Jehangir Hospital, Pune -411001. T : 020 4906 7177

E : [email protected],in . W : www.kdg.co.in

INDEPENDENT AUDITOR'S REPORT

To,The Members of TRIOCHEM PRODUCTS LIMITED

ReportonthelndianAccountingStandards(IndAS)FinancialStatements

We have audited accompanying lnd AS fmanclal statements of TRI0CHEM PRODUCTSLIMITED ("the Company"), which comprise the Balance Sheet as at 31" March, 2018 and theStatement of Profit and Loss (including other comprehensive income) and the Cash FlowStatement and the Statement of Changes in Equity for the year then ended, and a summary ofsignificantaccountingpoliciesandotherexplanatoryinformationquereinafterreferredtoas"IndAS financial statements").

Management's Responsibility for the lnd AS Financial Statements

The Company's Boai.d of Directors ls responsible for the matters stated in Section 134(5) ofCompanies Act, 2013 ("the Act") with respect to the preparation and presentation of these Ind+L\S financial statenients that give a tiue and falf view of the financlal position, financial

pei.formance includmg other comprehensive income, cash flows and changes in equrty of theCompanyinaccoi.dancewiththeAccountmgprinciplesgenerauyacceptedinlndia,includingtheIndian Accounting Standards (Ind AS) specified under Section 133 of the Act, read with relevantrules issued thei.eunder.

This 1.esponsibhity also includes maintenance of adequate accounting 1.ecords in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventing anddetecting frauds and other irregularides; selection and application of appropriate accounting

policies; making judgments and esinates that are reasomble and prudent; and desigii,implementation and maintenance of adequate intemal financial controls, that were operatingeffectively for ensul.ing the accui:acy and completeness of the accountmg records, relevant to the

preparationandpresentationoftheIndASfinancialstatementsthatglveatrueandfairviewandare free from material irisstatement, whether due to fraud or error.

Auditor's Responsibility

Our I.esponslblhty' is to express an oplnlon on these lnd AS flnanclal statenients based on out.audit. We have taken into account the provisions of the Act, the accounting and auditingstandards and niatters which ai.e required to be Included in the audit report under the provisionsof the Act and the Rules made thereunder.

We conducted our audit of the lnd AS financial statements in accordance with the Standards onAudimg specifled under Section 143(10) of the Act and other applicable authofltative

pronouncementsissuedbythelnstltuteofCharteredAccountantsoflndia.ThoseStandardsandpronouncements require that we compl}' with ethical requirements and plan and perform theaudit to obtain reasonable assui.ance about wliether the lnd AS financial statements are free frommaterial misstatement.

An audit involves performing procedures to obtain audit evidence

48

about the amounts and the+_+

I .Kanu Doshi Associates LLP Continuation Sheet

disclosures in the lnd AS financial statements. The procedures selected depend on the auditor'sjudgment,includingtheassessmentoftherisksofmatei:ialrrusstatementofthelndASfroanclalstatements, whether due to fraud or error. In making those risk assessments, the auditorconsiders intemal financial control relevant to the Company's preparation of the lnd AS financialstatements that give a true and fair view, in order to design audit procedures that are approptiatein the ciicumstances. An audit also includes evaluatlng the appropriateness of the accountlng

policies used and the I.easonableness of the accounting estimates made by the Company'sDirectors, as weu as evaluating the overau presentation of the lnd AS financial statements.

We beheve that the audit evidence we have obtained is sufficient and appropriate to provide flbasis for our audit opinion on the lnd AS financial statements.

Opinion

In our opinion and to the best of our mfomatlon and accordmg to the explanationsthe aforesaid the lnd AS financial statements give the infoi.mation requred by the

Company so far as appeal.s from our examination of those books

given to us,Act in the

manner so required and give a triie and fair vi€w in conforrmty with the accouning pinciples

generally accepted in India including the Ind AS, of. the state of aft?its (financial position) as atSlit March, 2018 and its total comprehensive income (compflsmg of profit and othercomprehensive income), its cash flows and the changes in equlty for the year ended on that date.

Other Matters

The Comparative flnanclal infomation of the Company for the year ended 31St March, 2017 andthe transition date openmg balance sheet as at lst April, 2016 included in these lnd AS financialstatements, are based on the previously Issued financial statements for the year ended 31`tMarch, 2017 and 31st March, 2016 prepared in accordance with the Companies (Accounting

i:::cdha,rd2)oF6uL::'d23°]°`f#ctf,d2%X7thdeatperded2e6::Sfu°ary:#;ra:£°dsaeter:P2°7r.:ffrayT2oyte6arreesnpdeecdtiv3etI;expi.essed an unmodified opinlon on those flnancial statements, as adjusted for the differences inthe accouning principles adopted by the Company on transition to the lnd AS have beenaudited by us.

Our opinion is not modified in respect of this matter.

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2016 ("the Order") issued by theCenti.al Government of India in terms of sub-section (11) of section 143 of the Act, we givein the Annexure A, a statement on the matters specified in paragraphs 3 and 4 of the order,to the extent apphcable.

2. As 1.equred by Section 143(3) of the Act, we report that:

a) We have sought and obtained au the information and explanations, which to the best ofour knowledge and behef were necessary for the purpose of our audit.

b) In our opinion, proper books of account as requred by law have been kept by the

4q

I 'Kanu Doshi Associates LLP Continuation Sheet

c) The Balance Sheet, Statement of Profit and Loss (including Other ColnprehensiveIncome), Cash Flow Statement and the Statement of Changes in Equity dealt with bythis report are in agreement with the books of account.

d) In our oplnlon, the aforesald lnd AS financial statements comply with the AccountingStandards specifled under Section 133 of Companies Act, 2013 of the Act.

e) On the basis of the wi.itten representations received from the drectors, as on 31" March,2018 and taken on record by the Board of Difectors, we report that none of thedirectol.s is disqualified as on 31`t March, 2018 from being appointed as a director interms of Section 164(2) of the Companies Act, 2013.

0 With respect to the adequacy of the internal financial controls over financial repordng ofthe Company and the operating effectiveness of such controls, refer to our separatereport ln "Annexure 8" and

g) with respect to the other matters to be included in the Auditor's Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and tothe best of our information and accordmg to the explanations given to us:

1. The Company has disclosed the impact of pending litigations on Its financial

position in its financial statements - Refer Note No. 24(a) to the financialstatements;

ii. The Company did not have any material foreseeable losses on long-Termcontracts including derivatives contracts.

|u. There were no amounts which were required to be transferred to the lnvestorEducation and Protection Fund by the Company durlng the year ended 31"March, 2018.

The reporting on disclosures relating to Specified Bank Notes is not applicable tothe Company for the year ended March 31, 2018.

For KANU DOSHI ASSOCIATES LLPChartered AccountantsFirm Regis tratlon

(iuJo:tiAratl Parmai.Pal.tner

Number:

Membership No: 10288

Place: MumbaiDate: 29th May, 2018

00096

• .Kanu DoshiAssociates LLP Continuation Sheet

ANNEXURE A T0 THE INDEPENDENT AUDITOR'S REPORT

Referred to in paragraph 1 of `Report on other Legal and Regulatory Requirements' in ourReport of even date on the accounts of TRI0CHEM PRODUCTS LIMITED for the yearended 31" March, 2018

(a) The Company is maintaining proper records showlng fun particulars Includingquantltative details and situation of flxed assets.

@) The fixed assets of the Company are physlcauy vetlfied by the Management accordmgto a phased programme designed to cover au the items over a period of three years,which, in our opinion, is 1.easonable having regard to the size of the Company and thenature of its assets. I'ursuant to the programme, a portion of the fixed assets has been

physically verified by the management during the year and discrepancies noticedbetween the book records and the physlcal mventorles were not material and havebeen properly dealt with in the accounts.

(c) Accordmg to mfoi.mation and explanations given to us and on the basis of ourexai nation of the records of the Company, the title deeds of immovable propertiesare held in the name of the Compan}'.

u. During the year, the Inventories have been physically verified by the management. In ouropinion, the frequency of verification is I.easonable .The discrepancies noticed on physicalverification of inventories as compared to the book records have been properly dealt within the books of accounts.

ill.

the Company. Therefoi.e clause 3 (vi) of the Order is not applicable.

As informed to us, the Company has not granted loans, secured or unsecufed, to companies,firms, limited liabhity partnerships or other parties covered in the I.eglster maintaned underSection 189 of the Act. Therefore clauses 3(in) and sub clause (a) to (c) of clause 3(lil) are notapplicable to the Company.

The Company has not granted any loans, has not made investments, has not provided any

guarantees and security to dlrectoi.s or to any other parties during the year. Accordingly,clause 3 (iv) of the Order is not applicable to the Company.

The Company has not accepted any deposits from the public within the meaning of Sections73, 74, 75 and 76 of the Act and the rules framed there under to the extent notified andtherefo1.e clause 3(v) 1s not applicable.

The Centi.al Government has not prescribed maintenance of cost records for the Companyunder sub section (1) of Section 148 of the Companies Act, 2013 for any of the products of

51

• 'Kanu DoshiAssociates LLP Continuation Sheet

vii. (a) According to the lnformatlon and explanation given to us and the records of theCompany examined by us, the Company is generally regular in deposiung undisputedstatutory dues including Provident Fund, Employees' State Insurance, Income Tax,Sales Tax, Service Tax, Excise Duty, Customs Duty, Value Added Tax, Cess, Goods andService Tax with effect from lst July, 2017 and other statutory dues appucable to it withthe appropriate authorities. According to information and explanation given to us,no undisputed amount were in arrears as on March 31, 2018 for a period of morethan six months from the date they became payable.

a) Accordmg to the information and explanation given to us and the records of theCompany examined by us, there are no dues of Value Added Tax, Sales Tax, ServiceTax, Excise Duty, Cess and Customs Duty which have not been deposited on accountof any dispute. The disputed amount in respect of Income Tax is as under:

Sr. Name Description Accountmg Amount Forum where

No of theStatue Period pus.) dispute ispending

1 Income Income Tax 1992-1993 3,21,069 The Appellate

Tax Act'1961 Dispute-43Bdisallowances Tribunal

viri.

Xu.

xiil.

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 borrowmg from government, financial insututions,and has not issued debentures during the year.

The Company has not 1.aised any money by way of pubhc issue/ further offer (includingdebt instruments) and through term loans during the year. Accordingly, clause 3(ix) of theorder is not apphcable to the Company.

Based upon the audit procedures performed and information and explanation given by themanagement, we report that no fi.aud by the Company and no fraud on the Company by itsofficers or employees has been noticed or reported during the year.

The company has not paid or provided for managerial remuneration during the year.Accordingl}., clause 3 (xi) of the Order is not applicable to the Company.

In our opinion and according to the Information and explanations given to us, the natureof the activities of the Company does not attract any special statue appllcable to NldhiCompany. Accordingly, clause 3(xli) of the order is not apphcable to the Company.

According to the infoi.mation and explanation given to us, and based o.n our exanmatipnttans;ctions wit-h the related parties are in compliance with

actlonsSec 177 and 188 of Companies Act, 2013 where applicable and details

52-

of the records of the Company,

• .Kanu DoshiAssooiates LLP Continuation Sheet

have been disclosed in the financial statements as requred by the Indian AccountingStandal.ds (Ind AS 24 "Related Party Dlsclosui.es" speclfled under Secdon 133 of the Act.

xiv. The Company has not made any preferential auotment or private placement of shares orfully or partly convertible debentures during the year. Accordingly, clause 3 (xlv) of theOrder is not applicable to the Company.

xv. In our opinion and accordmg to the infomaaon and explanations given to us, and basedon our examinatic>n of the records of the Company, the Company has not entered Into anynon-cash transactions with duectors or persons connected with hjm. Accordingly, clause 3

(xv) of the Order is not applicable to the Company.

The Company is not required to be registered under Sec 45-IA of the Reserve Bank ofIndia Act,1934. Accordingly, clause 3 (xvi) of the Order is not apphcable to the Company.

For KANU DOSHI ASSOCIATES LLI'Chartered AccountantsFIf#nAratl ParmarPartnel.

Number:

Membership No: 10288

I)lace: MumbaiDate: 29'h May, 2018

00096

53

• `Kanu Doshi Associates LLP Continuation Sheet

ANNEXURE 8 TO THE INDEPENDENT AUDITOR'S REPORT

Report on the lnternal Financial Controls under Clause (i) of Sub-Section 3 of Section143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of TRI0CHEMPRODUCTS LIMITEI) ("the Company") as of 31S` March, 2018 in conjunction with ouraudit of the Ind AS financial statements of the Company for the year ended on that date.

Management'§ Responsibility for Internal Financial Controls

The Company's Board of Directors are responsible for establlshing and maintaining internalfinancial controls based on the internal control over financial reportmg criteria estabhshed bythe Company considering the essential components of intemal control stated in the GurdanceNote on Audit of Internal Financial Controls over Financial Reportmg issued by the Institute ofChartered Accountants of India (ÌCAI'). These 1.esponsibilitles include the design,implementation and mamtenance of adequate Internal financial controls that were operatingeffectively for ensuring the orderly and efflcient conduct of its business, 1ncludmg adherence toCompany's policies, the safeguarding of its assets, the prevention and detecdon of frauds anderrors, the accuracy and completeness of the accounting records, and the timely preparation ofreliable financlal information, as required under the Companies Act, 2013.

Auditors' Responsibility

Our responsibulty is to express an oplnion on the Company's mtemal financial controls overfinancial I.eportlng based on our audit. We conducted our audit in accordance with theGuidance Note on Audit of Internal Financial Controls over Financial Reporting (the"Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed

under Sectlon 143(10) of the Companies Act, 2013, to the extent apphcable to an audit ofinternal financial controls, apphcable to an audit of Internal Financial Controls and both issuedby the Institute of Chattel.ed Accountants of India. Those Standards and the Guldance Noterequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether adequate internal financial controls over financial repordngwas established and maintained and if such controls operated effectively in au material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of theInternal financial controls system over flnancial reportmg and their operating effectiveness. Ouraudit of internal financial controls over financial reporting included obtaining an understandmgof internal financial controls over financial reporting, assessmg the rlsk that a material weaknessexists, and testing and evaluating the design and operadng effectiveness of internal controlbased on the assessed risk. The procedures selected depend on the auditor's judgment,Including the assessment of the risks of material mlsstatement of the lnd AS financialstatements, whether due to fraud or error.

We beheve that the audit evidence we have obtained is sufficient and appropriate to provide abasis for our audit opinion on the Company's mtemalreportmg.

5L+

financial controls system over financial

: Kanu DoshiAssociatesLLP Continuation Sheet

MeahingoflntemalFinancialControlsoverFinancialReporting

A Company's intemal financial control over financial reportmg is a process designed to providereasonable assul.ance regarding the reliabhity of financial reporing and the preparation offinancial statements for external purposes in accordance with generally accepted accounting

principles. A Company's intemal financial control over fmancial reportmg includes thosepolicies and procedures that (1) pertain to the mamtenance of records that, in reasonable detal,accurately and fairly reflect the transactions and dispositlons of the assets of the Company; (2)

provide reasonable assurance that transactions are recorded as necessary to p:rmt preparationof financial statements in accordance with generally accepted accounting principles, and thatreceipts and expenditures of the Company are being made only in accordance withauthorizations of management and directors of the Company; and (3) proTide reasonableassurance regarding prevention or timely detection of unauthorized acqursidon, use, ordisposition of the Company's z`ssets that could have a material effect on the fmancialstatements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the Inherent limitatlons of lntemal fmancial controls over financial reporing,includmg the possibhity of couuslon or improper management ovel.ride of controls, materialmisstatements due to erl.or or fraud may occur and not be detected. Also, projections of anyevaluation of the intemal financial controls over financial reporting to future periods are subiectto the risk that the Internal financial control over fmancial reporting may become inadequatebecause of changes in conditions, or that the degree of compliance with the policies or

procedures may detei.lorate.

Opinion

In our opinion, to the best of our infoi.matlon and according to the explanations given to us,the Company has, in all material respects, an adequate intemal financial cont].ols system overfinancial reportmg and such lntemal flnanclal controls over flnanclal reporting were operatingeffectively as at 31`. March 2018, based on the internal control over financial reportmg ci.itenaestablished by the Company considering the essential components of internal control stated inthe Guidance Note on Audit of lnternal Financial Controls Over Financial Reporting issued bythe Institute of Chartered Accountants of India.

For KANU DOSHI ASSOCIATES LLI'Chartered AccountantsFu.in Registration

i::.;`.I,. out;

Arati I)armarI)artnel.Membership No: 102888

Place: MumbaiDate: 29t`` May, 2018

/W100096

55r

TRIOcHEM pRODuc'rs lrmED

(GIN: L24249MH 1972PI,Cols 544)

BALANCE SHEET AS AT 31ST MARCII, 2018

ASSETS

( 1 ) Non - Current Assets

( a ) Proper)r, plant and equipment

( b ) Capital work . in - progress

( c ) Investment property

( d ) Otlèr intantlblc as§cts

( c ) Financial a8set8

(I) Non current Investments

(ii) Other financial assets

( f ) Other non - current assetsTotal Non. Current A88et8

( 2 ) Currenl Assets

( a ) Inventories

( b ) Financial aescts

(i) Trade reccivables

(ii) Cash and cash equivalents

(iii) Other financial assets

( c ) Other tax assets O{et)

( d ) Other current assetsTotal Current Assets

TOTAI, ASSETS

EQUITY AND I,IAB{LITIES

EQunY

( a ) Equity share capital

( b ) Other cquityTout Equity

LrmlLITIEs

( I ) Non Current Liabiliues

( a ) Dofcrred I:lx liabilitles Olc[)Total Non. Currem Lial]ilitieB

( 2 ) Cur[cn( Liabillbcs

( a ) Financial lial)ilities

(i) Borrowings

(ii) Trade payablesDues of micro and small cnterpriscs

Dues other than micro and Small cntcxpriscs

( b ) Other ciirrent liabilities

( c ) Provisions

( d ) Current tax liabtliqcs quct)Total Current I.iabultles

TOTAI. EQ UITY AND LIABILITIES

Siirmary Of 8igniflcant accounting policies

The accompanying no(es are an integral part of the financial statemerit8.

Af per our report of even date attached.

Fo. Kanu Doshi dssociatcs LIPChirtercd Accounta nts

Fin Rcgismtion No. : 104746WIV100096

us.Aratl Parmar

PrmcrM:mbcr8hip No.: 10288

Palce : Mumbai

Date.I: 29th May, 2018

"qBAl

For and on behalf of Board Of D u

"Ih^L^^ôî;`.v`1 Ah+r Y`saq :lc_..Mahabirprasad s. Dcora Puran parmarDirector PIN: 010733 26) Chief Financial officer CÌ-•iil::

uSDcora~ BhffDirector @IN 00312369) Company sccretny

56

TRI0CHEM PRODUCTS UMITED

(GIN: L24249MH 1972I'LC015 544)

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 3 lsT MARCH, 2018

Particular

1 Revenue from operations

11 other Income

Ill Total Income a+H)

IV Expenses

Cost of material cousumed

Purchase for stock-in-trade

Changes in inventories Of finishcd goods, stock-in-trade and work-in-progress

Excise duty on sale Of goods

linployee benefit expensesFinance costs

Deprcciatlon and amortlzation expenses

Other cxpcnscs

TOul expcn8e8 av)

V Profit bcforc cxccptional items and tax all-[\)

VI Add. Exceptional Items

VII Profitbefore taxor+VI)

VIII Less: Taxcxpcusc

(I) Current taxOf Currcn[ year

of Earlier years

(2) Dcfcrrcd taxof Cunent year

Total tax cxpcnee qulD

IX Profit aftertax all.VIID

X O thor comprchcusive income

a(i) Items that will be rcclassified to profit or loss

a(ii) Income tar relating to items that will be reclasslfied to profit or loss

b(i) I(ems that will not be recla8sified to profit or loss

b(ii) Income tax rclatlng to itons that wil] not be reclassified to profit or loss

Total other comprehcusive income for the year

X] Tour compreheneivc income fortheycar (IX+xp

Earning per equity share a:ace value of Rs.10/- each)

(1) Basic (in Rc )

(2) Diluted (in Rc.)

Summary of 8lgnfficant accounting policic8

The accompanying notes are an in(egral part Of the fimncial statcmcnt§.

As per our report of even date amchcd.

For Xanu Doshi Associates LIT

Chartered Accountants

Firm Rcctsmtion No. : 104746WIvl00096

`:...,.:A.\ta.u`

Aratl PrmarPartrrer

Mcmbership No..1028

Palcc : Mumbai


i-

For and on behalf of Board Of Dirccro-+-6ha- r`\Cr-Mahabirpra8ad s. Deora Puran pannar

Director @IN: 01073326)ctDirector @IN: 00312369)

5-+

Chief Flnanclal Offlccr

IAul} C/Bharat arbhal Gangrnl

Company Sccretay

J,ce

t`l.I~-~``J,Q`

`_.i3,

TRIOCHEM PRODUCTS IJM]TED

(GIN : I.24249MH 1972PLC015544)CASH FLOW STATEMENT FOR THE YEAR ENI)ED 31ST MARCH 2018

2017-18

A CASH FLOW FROM OPERATING ACTIVITIES

Net Profit before tax and Extraordinary Items

Adjustment for:

Dividend income on from Mutual Fund designated at FVTI'L

Dcprcclation / Amortisation

Interest Income

RecLassification Of remcasurement of employee benefits

Interest Expenses

Net gain on sale of Investments

lnvesmcnt Expenses

Sundry halancc whtten back O{et)

OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES

ADJUSTMENTS FOR WORKING CAPITAI. CIIANGES :

Non Curcnt investmentsOther firmcial assets

Other non - current assets

Inventories

Tnde Receivable

other financial assets

Other current assets

Trndc payal]Les

other curren( nabLlities

Provisions

Cash Generated from Operations

Direct taxes paid / (refund)

NET CASH FROM OPERATING ACTIVITIES

?) CASH FI.OW FROM INVESTING ACTIVITIES

Purchase of Fixed Assets including Capital Work in Progress

Sale of Non Current Investments

Investment Expenses

Interest Received

Dividend Received

NET CASH USED IN INVESTING ACTIVITY

c) GASH FI.Ow FROM FINANclNG ACTTvlnEs

Net @ecreasc)/ Increase in Short Term Borrowings

Interest Paid

NET CASH USED IN FINANCING ACTIVITY

NET CIIANGES IN CASH & CASH EQUIVALENTS(A+B + C)

OPENING BALANCE OF CASH a CASH EQUIVAIENTS

CLOSING BAIANCE 0F CASH a CASH EQUIVALENTS

5.02

(603.02)244,53

0,07

231.20

@.34)(0.48)0.84

(57.49)

(34.59)

(0.00)

(21.46)

(186.15)

(244.53)

(0.20)

¢2:in.rfun

(23.09)0.24

14.11

356.97

57.22

414.19

(202.18)

@2-08)

28.87

109.60

038.68)

(629.08)

(19.08)

(648.16)

371.28

280.26

TRIocrlEM pRODucTs lrmTED

(CIN: L24249MH1972PLC015544)CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2018

Notes

CloslneBalanlanceOfCash&CashEoulvalents

1 Cash and cash Equivalents Includes Qefer Note No 12)

CASH IN LLun

BALANCE WITH SCI+EDUIED BANKS

• In Current Account

(Rs. in us]

2 Prevlous year figures have been regrouped and rearranged wherever cousldered necessary to make them comparable with those of the current

year-

iis per our report of cvcn cite attached.

For Kanu Do8hi A8soclatc8 Ill

Chartered AccountantsFin Rcgivtration No. :

i(i-u-olti.

Aratl PanarPar'nerMembership No.: 102888

Palce : Mumbai


For and on behalf of Board

h-oELrs¢c-

rasnd s. Deora Pìran parmarDirector PIN: 01073326) Chief Flmnclal omccr

cr=\-t h.|'ru - Bhain

Dhector PIN: 00312369) Company sccrctary

TRIOcHEM pRODcuTs IIMnED

(GIN : I,24249MH1972PLC015544)

STATEMENT OF cllANGE IN EQuny FOR THE yEAR ENDED 3 isT MARCH, 2018

A. Equity Share Capital[Rs. In lckhe)

Partlculas No. of Shares Amount

Balance at at lst April, 2016 ¢acc Value of Rs.10/-each) 2,45,0002,45,0002,45,000 24.5024.5024.50

Clianges in equity share capital dunng the year

Balance at at 31st March, 2017

Changes in equity share capital dunng the year

Balance at at Slat March, 2018

8. Other Equity

Pardculars Rescrvcs and Surplus Other Items of othercomprchcnslvelncomc Total

Capital Reserve GcncralRc8erve8 RctalncdEarulngr

Rrmcasurcmcnt of netdefrocdbenefitplans

Balance at at lst Apru, 2016 0.040.040.04 177.86177.86177.86 287.66 •0.080.470.39(0.28)0.10 465.47

Profit for the year 57.60345.26 57.60

Rcmeaurements of Defined Bcnefi( PlanFairValuecffcctofInvestmentsofsharesBalanceatat31stMardi,2017 047523.54

Profi( for the year 255.506cO.76 255.50

Rcmcaurements of Dcfincd Bcncfit PlanFairValuecffcctoflnvesmentsofsharesBalanceatatSlatMarch,2018 (0.28)778.76

As per our report of even date attached.

For Kanu Doshl Associates LLP

CharteTcd Accountants

Fin Rcdstratlon No.: 1047

|.ucchAratl Parmar

Partner

Mcmbcmhip No`: 102888

Palce : Mumbal


For and on behalf of Board of Directo

A-A- h-4 LL- ?LJr-a-Mahabirprased s. Dcora Puran pamarDhector @IN: 01073326) Chief Flrmclal officer

1 I-hiu S. DcoraDhector @IN: 00312369) Company Sccrctay

TRIoCHEM pRODucTs LIMrrED

.. Notes tothe financtlstatcmcnts for thcyearended 31 March, 2018

1 Companyoverwlew

Triochem Products Limited (the "Company") is an edsting public limited company incorporated on 17ro1/1972 under the provisious 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, Mumbai -400 001. It has been engaged prmarily in the business of manufactuer and cxportcr of pharmaceuticals

produas, Apls and chcmicals. The equity shares of the Company arc listed on BSE Limited ("BSE"). The flnanclal statements are presented inIndian Rupee (€).

2 Slgnlficant accounting polldcs

A Basis of prcparatlon offlnancial statement

The financial statements Complies in all material aspects with Indian Accounting Standards (lnd AS) notified under the Companies (Indian

Accounting Standards) Rules, 2015 as amended and notified under Section 133 of the Companies Act, 2013 (the "Act") and other relevant

provisions of the Act and other accounting principlcs generally accepted in India.

The financial statements up to year ended March 31, 2017 were prepared in accordance with the accounting standards notificd under

Companies (Accounting Standard) Rules, 2006 (as amended) notified under Section 133 of the Act and other relevant provlsious of the Act

("Previous GAAP").

These financial statements are the first financial statements Of the Company under [nd AS. The date of transition to IND AS is lst April, 2016.

Rcfcr note 44 related to First-time Adoption of lnd AS for an explanation of how the transition from previous GAAP to lnd AS has affected the

Company's financial position, financial performance and cash flows.

First-tine adoption: )n accordance with lnd AS 101 on First-tine adoption of Indian Accounting Standards, the Company's first End AS

financial statements indude, three balance sheets viz. the opening balance sheet as at lst April, 2016 and balance sheets as at 3lst March,

2017 and 2018 and two statements each of profit and loss, cash flows and changes ln equity for the years ended 31st March, 2017 and 2018

[ogcther with related notes. The same accounting policies have been used for all periods presented.

The financial statements were authorized for issue by the Company's Board of Directors on 29th May, 2018.

These financial statements arc presented in Indian Rupees (INR), which is also the functioml currency. All the amounts have been rounded

off [o the nearest lacs, unless othcrwise indicated.

8 Use ofestimtes andjudgcmcnts

The preparation of financial statcmcnts requires rnanagcTnerLt to make judgments, estimates and assumptions in the applicatlon of

accounting policies that affect the reported amounts of assets, lial)flities, income and cxpeuses. Actual results may differ from these estimates,

Continuous evaluation is done on the estimation and judgments based on historical experience and other factors, induding expectations offuture events that are bellevcd to be reasomble, Revisious to accounting estimates are rccognised prospectively.

C Basis ofmnsltlonto lndAS

The adoption of lnd AS is camed out in accordance with lnd AS 101 on ls' Apnl, 2016 being the transition date. Ind AS 101 requil.cs that all

lnd AS standards that are issued and effective for the year ending 31S' March, 2018, be applied retrospectively and cousistcntly for all the

periods presented. However, in preparing these financial statements, the company has availed Of cerlain exemptlous and excep[ious inaccordance with lnd AS 101, as explaLned below. The resulting difference between the carrying values of the assets and lial>ilities in the

financial sta[cments as at the transition date under lnd AS and previous GAAP have been recognised directly in equity at the transition date.

Ind AS 101 allows first-time adopters certain optional cxcmptious and mandatory exceptions from the retrospective application of certain

requirements under lnd AS.

(a) Exrmptlous from rctrospectlve appucatlon

i The Company has elected to apply the following optional exemption from full retrospective application of lnd AS:

a) Decmedcost

i lnd As 101 permits first time ndoptcr to elect (o continue with the carrying value for all of its property, plant and equipment as

recognized in financial statements as at the date of transition to lnd AS, measured as per the previous GAAP and use that as its deemed

cost as at the date of transition. This exemption can also be used for intangible assets covered by lnd AS 38 intangivle Assets.

Accordingly, on transition to lnd AS, the Company has elected to continue with the carrying value of all of its Proper[)/, Plant and

Equipment recognized as at ls` Apul 2016 (transition date) mcasurcd as per [hc previous GAAP and use that carrylng value as the

dccmcd cost of Property, Plant and Equipment.

11 The following mandatory exceptions from retrospective application of lnd plied by the company:

TRIOCHEM PRODUCTS LIMITED

.. Notes to the flmnchl statementsfortheyearended 31 March, 2018

(c) Estinates caceptionOn an assessment of the estimates made under the Previous GAAP financial statements, the Company has concluded that there is nonecessity to rcvise the estimates under lnd AS (except for ndjustmcnts to reflect any diffcrencc in accounting policies), as there is no

objective evidence that those estimates were in error. However, cstLmates, that were required under lnd AS but not required underI'revious GAAP, are made by the Company for the relevant reporting dates, reflecting conditions existing as at that date without using

any hindsight.

(d) De.recognition offinanclal assets and llabilltics c=ceptionFinancial assets and llabilities de.recognized before transition date are not re-recognized under lnd AS.

D Current versus non<urrent classmcation

All assets and liabilities have bccn classified as current or non-current as per the Company's operating cycle and other critcria set out in the

Schedule Ill to the Companies Act, 2013. Based on the nature of products and the time between the acquisition of assets for processing and

their rcalisation in cash and cash equivalents, the Company has ascertained its operating cysle as 12 months for the purpose of current -non.current dassificatjon of assets and liabilities.

E Forclgn cureneytranslation

I Functloml and prescntatlon cuneneyItems included in the financial statements of the Company are measured using the curreney of the prinary economic envi[orment in

which the Company operates (`the functional cunency'). The financial statements arc presented in Indian rupcc (INR), which is

Company's functional and presentation cunency.

n Transactions and balances

Foreign curreney transactious arc translated into the functional currency using the exchange rates at the dates of the transactions.Foreign exchange gains and losses resulting from the settlement of such trausactious and from the translation of monetary assets andliabili(ies denominated in foreign currencies at year cnd exchange rates arc generally recognlsed in profit or loss. All the forctgn

exchange galus and losses arc prcsentcd in the statement of Profit and Loss on a net basis within other cxpeuses or other income as

applicable.

• F Property, plan(and equipment

On transition to End AS, The Company has elected to continue with the carrying value of all of its property, plant and equipment recognisedas at 1 April 2016 measured as per the previous GAAP and used those carrying value as the deemed cost of the property, plant and

equipment.

i Freehold land is camed at historical cost including cxpcndlturc that is directly attributable to the acquisition of the land.

ii All other itcus of property, plant and equipment are stated at cost less accumula(ed deprcciation. Cost includes expenditure that is

directly attnbutable (o the acquisition of the items`

lil Subsequent costs arc included in the asset's canying amount or recognised as a sol)aratc asset, as appropriatc, oltry when it is probable

that furure economic benefits associated with the item will flow [o the company and the cost of the item can be measured reliably. The

carrying amount of any component accounted for as a separate asset is derecognised when replaced. All other repairs and malntenancc

are charged to profit or loss during the reporting period in which they arc incurred.

iv Cast of Capital Wol.k ln Progress (`CWIP') comprises amount paid towards acquisition of property, plant and equipment outstanding as

of each balance sheet date and construction cxpenditures, other expcnditures necessary for the purpose of preparing the CWIP for itinlcnded use and horrowlng cost incurred before the qualftying asset is ready for intended use. CWIP is not deprccia[cd until such time

as the relevant asset is complctcd and ready for ds intended use.

v Depreciation methods, estimated useful lives and residual value

(a) Fixed assets are stated at cost less accumulated depreciation.

a) Depreciation is provided on a written down value method at the rates and manner as prescnbed under Schedule [1 to theCompanies Act, 2013. The depreciation charge for each period is recogniscd in the Slatemcnt of Profit and Loss, unless it is included in

the carrying alnount of any other asset. The useful life, residual value and the depreciation method arc revicwed atlcast at eachfinancial year end. If the expcctatious differ from prcvious cstimates, the changes are accounted for pruspectively as a change in

accounting estimate.

vi Tangible assets which are not ready for their intended use on reporting date are camcd as capital work.in.progress.

vii l`he residual values are not more than 5% of the ongival cost of the

An assct's carryng amount is whttcn down immediately to i

estimated recoverable amount.

t if the asset's carrytng amoun( is grca[er than its


.. Nctc§ tothe financlalstatcment8forthcyearcnded 31 March, 2018

Estimated useful lives, residual values and depreciation methods are reviewed annually, tahing into account commc[.cial and

technological obsolescence as well as normal wear and tear and adjusted prospectively, if appropriate.

Gains and losses on disposals are determined by comparing proceeds with carrying amount. These arc included in profit or loss withinother expenses or other income as applicable.

G Invesment property

Property that is held for long-term rental yields or for capital appreciation or both, and that is not occupied by the Company, is dassificd as

Investment property. Investment proprty is measured initially at its cost, including related transaction costs and where applicable borrowing

costs. Subsequent expenditure is capitaliscd to the asset's carrying amount only when it is probable that future economic benefits associatedwith the expcnditurc will flow to the Company and the cost of the item can be measured reliably. AIl other repairs and maintenance costs arc

expeused when incurred. when part of an investment property is replaced, the carrying amount of the replaced part is derccogniscd,Investment properties (except freehold land) are depreciated using the straight-line method over their estimated useful lives at the rates

prcscrlbed under Schedule 11 of the Companies Act, 2013.

H Intangivle assets

On mnsition to End AS, The Company has elected to continue with the carryLng value of all Of its intangible assets recognised as at 1 April

2016 measured as per the previous GAAP and used those carr)ing value as the deemed cost of the intangivlc assets.

i An intangible asset shall be recognised if, and only if: (a) it is probable that the expected future economic benefits that are attributable

to the asset will flow to the Company and a) the cost Of the asset can be measured rdial)ly.

il Computer software is capitalised where it is expected to provide future enduring cconomc bcncfits. Capitalisation costs includelicence fees and costs of inplementatLon / system integration serviccs. The costs are capltalised in the year in which the relevant

software is implemcnted for use. The same is amortiscd over a period of 3 years on stralchl-line method.

I Borrowlngcost

i Borrowings a[.e initially recognised at fair value, net of transaction costs incurl.cd. Borrowings are subsequently measured at amortised

cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in profit or loss over the

period of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities are recognised astransaction costs Of the loan to the ex(ent that it is probable that some or all of the facihty will be drawn down. ]n this case, the fee is

deferred until the draw down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawndown, the fee rs capltalised as a prepayment for liquidity services and amortiscd over the period of the faculty (o which lt rclatcs.

Ii Borrowings are classified as ourrent fimncial liabilities unless the group has an unconditional right to defer settlement of the hiability

for at least 12 months after the reporting period. Where there is a breach of a material provision of a long.term loan amngcment on or

before the end of the reporting pcriod with the cffcct that the lial)ility becomes payable on demand on the rcporting date, the entitydoes not classfty the liability as current, if the lender agreed, afler the reporting period and before the approval of the financial

stalemcnts for issue, not to demand payment as a consequence of the breach.

I Income tax, deferred tax and dividend distrlbutlon tax

The Income tax expense or credit for the year is the tax payable on the current ycar's taxable irLcomc based on the applicable income tax rate

adjusted by changes in deferred tax assets and ljabilities attnbutable to temporary differences and to unused tax losscs.

Current and deferred tax is recognised in the profit and lass except to the extent it relates to itelns recogniscd directly in equity or other

comprehensive income, in which case it is rccognised in equity or other comprchcusive income respcctivcly.

i Current income tax

Current tax c`harge is based on taxable profit for the year. The tax rates and tax lai`rs used to compute the amoiint arc those that are

enacted or substantively enacted, at the repordng date where the Company opcralcs and generates taxable income. Managemcm

periodically evaluates positions taken in tax returns with respect to situatlous in wl`lch applicable tax regulation is subject tointerpretation. Lt establishes provisions where appropriate on the basis of amounts expcctcd to be paid to the tax authorities.

Current tax assets and tax lial)ilities are offiet when there is a legally enforceable right to set off current tax assets against current tax

liabilitLes and Company intends either to settle on a net basis, or to rcalise the asset and settle the liamity simultaneously.

11 Dcfcned tax

Deferred tax is provided using the liability method on temporary differences arising betwccn the tax bases of assets and liabflitLcs and

their carr)in8 amounts in the financial statements at the reporting date. Deferred tax assets are recognised to the cx[ent that it is

probable that future taxable income will be avallable a8alnstdepreciation cany-forwards and unused tax credits could be utilised

temporary differcnccs, unused tax tosses,

TRIOCHEM PRODUCTS UMITED

. ` Notes to thcflnancial statemcntsforthcycarended 31 March, 2018

DefelTcd income tax is not accounted for if it arlses from rfutial recognition of an asset or Jiabillty in a transaction other than a business

combination that at the time of the transaction affeas neither accounting profit nor taxable profit (tax loss).

Dcferrcd tax assets and liabilitics are measured based on the tax rates that are expected to apply in the period when the asset is rcaliscd

or the llal)ility is settled, based on tax rates and tax laws that have been enacted or subetantively emcted by the balance sheet date.

The carr)in8 amount of deferred tax assets is reviewed at each reporting date and adjusted to reflect changes in probability that

sufficient taxable profits will be avaLLal.le to allow all or part of the asset to bc rccovcred.

Dcfcrred income tax assets and Liabilities arc off.set agaiust each other and the resultant net amount is presented in the Balance Sheet,if and only when, (a) the Company has a legally enforceal)le rigiv to set-off the current income tax assets and liabhitics, and a) the

deferred income tax assets and liabllitles relate to income tax levied by the same tantion authorLty.

Minimum Altematc Tax credit is recoghised as an asset only when and to 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 theMAT cl.edit asset is wntten down to the extent there is no longer a convincing evidence to the effect that the Company will pay nomal

income tax during the specified period.

K Revenue recognition

Revenue is measured at the fur value of the cousideration received or reccivablc. Amounts disclosed as revenue are inclusive of excise duty

and net of returns, trade discount taxes and amounts collected on behalf of third parties. The Company recognises revenue as under:

I Sales

(I) The Company recogrilzes rcvcnue from sale of goods when:(a) The significant risks and rewards of ownership in the goods are transferred to the buyer as per the terms of the contract, whichcoincides with the delivery of goods.

a) The Company retalus neither continuing managerial involvement to the degree usually associated with the ownership nor cffec[ivecontrol over the goods sold.

(c) The amount of revenue can be reliably measured.

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

(e) The cost incurred or to be incurred in respect of the transaction can be measured reliably.

(0 The company bases its estimates on historical results, taking into consideration the type of customer, the type of trarLsaction and thespecifics of each arangencnt.

11 Other lncomc

(I) Intcrcst incomeInterest income from debt instruments is rccognised using the effective interest rate method. The cffectivc interest rate is the rate that

exactly discounts cstimated furure cash rcccipts through the expected life of the financial asset to the gross carrying amoiint of a

financial asset. When calculating the effective interest rate, the group estimates the cxpectcd cash flows by cousidcring all the

contractual (erms or the financial iustniment (for example, prepayment, cxteusion, call and sindlar options) but docs not consider thecxpectcd credit losses.

(H) DlvidendsDividends are rccognised in profit or loss only when the right to receive payment is es[ablished, it is probable that the economic

benefits assoclatcd with the dividend will flow to the group, and the amoiint of the dividend can bc measured relial)ly.

(iH) Export benefitsExport incentives are accounted for on export of goods if the entitlements can be cstina(cd with reasonable accuracy and condltious

precedent to claim are fulfilled.

L Inventories valuation

i Raw rna(crtals, components, stores & Spares, packing mtcrial, semi,finished goods & finished goods are valued at lower of cost and net

realisable value.

ii Cost of Raw Matcnals, compo[ients, stores & spares and packLng material is arrived at Wcightcd Average Cost and Cost of semi-finished

good and finished good comprises, raw materials, direct labour, other direct costs and related production overheads,

lu Scrap is valued at net realisable value.

iv Due allowances are made ln respect of slow moving, non.mc`ving and obsolete inven(ories based on estinate made by theManagement.


I Notes to the flnanclalstatcmcnts fortheycarended 3l March, 2018

M Impainent ofAssas

[mngible assets that have an indefinite useful life arc not subj'ect to amortization and are tested annually for impaiment or more hequentJyif events or changes in circumstances indica[e that they might be inpaired. Other assets are tested for impainent whenever cvcnts or

changes in circumstances indicate that the carry`ng amount may not be recoverable. An impairment loss is recogniscd for the amount by

which the assct's carrying amount excccds its recoverable amount. The recoveral)le amount is the higher of an asset's fair value less costs of

disposal and value in use. For the purposes of assessing imparment, assets are grouped at the lowest levels for which thcrc arc scparatclyiden[ifiablc cash inflows which arc Largely independent of the cash inflows from other assets or groups of assets (cash.generating units). Non-

financial assets that suffered inpaiment are reviewcd for possible reversal of the impairmen( at the end of each reporting period.

N Falrvaluc Mcasurcment

The Company measures certain financial iustniments at fair value at each balance sheet date. Fair value is the price that would be received to

seu an asset or paid (o trausfcr a liability in an orderly transaction betwccn market participants a[ the measurement drte. The fair value

measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

- In the princlpal market for the asset or liability, or

• In the absence of a principal market, in the most advantageous market for the asset or lial)ility

The principal or the most advantageous market must bc accessible by the Company. The fair value of an asset or a liat)tlity is measured

using the assumptions that market particlpants would use when pricing the asset or liabtlity, assuming that market participants act in

their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits by

using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best

use.

The Company uses valua[ion techniques that are appropriate in the circumstances and for which sufficient data are available to

measure fair value, maximizing the use of relevant observable inputs and mlnimiz[ng the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements arc catcgorlsed within the fair value

hierarchy, described as follows, based on the lowes( level input that is significant to the fair value measurement as a whole:

Level 1: Quoted (unadjustcd) prices for identical assets or liabilities in active markets

lj:vel 2 : Significant inputs to the fair value measurement are directly or indirectly observable

Level 3: Significant inputs to the fair value measurement arc unobservab]e

For assets and liabilities that are recognised in the fimnclal statements on a recurring basis, the Company determines whether trausfcrshave occurred between levels in the hierarchy by rc-assessing categorization ®ased on the lowest level input that is significant to the

fair value measurement as a whole) at the end of each rcpor[ing period.

For the purpose of fair value disclosures, the Company has determined classes of assets & llabtlities on the basis of the nature,

characteristics and the risks of the asset or Llabtlity and the level of the fair value hierarchy as explained above.

0 Financial lustrumcnt

a kecognltion, classmcation and presentation

The financial iustiuments are recognised in the balance sheet when the company becomes a party to the contractual provisions of the

iustrumcnt.

The Company determines the classification of its firmcial irLstrumcnts at initial recognition

The Company classifies its financial assets in the following categones; a) those to be measured subsequently at fatr value (either

through other comprcheusive income, or through profit or loss), and b) those to be measured at amortlzcd cost. The classificationdepends on the cntlty's business model for managivg the financial assets and the contractual terms of the cash flows.

Financial assets and liabtlities arising from different transactions arc off-set against each other and the resultant net amount is presented

in the balance sheet, if and only when, the Company currently has a legally enforceable right to sctcoff the related recognised amounts

and intends either to settle on a net basis oT to realize the assets and settle the liabLlities sinultancously.

b Meanrcment

(A) Initial measurcmcnt

At initial recognition, the Company measures fimncial irrmmcnts at its fair value plus, in the case of a financial asset not at fair value

th.rough profit or loss, transaction costs. Othcrwisc transaction costs arc

0) Subsequent measurement . financial assets

The subscqucnt measurement of the financial assets depends on th

6j- ffiuife*fo

statement of profit and loss.

TRIOcHEM pRODuc'rs LIMITED

.` Notes to theflnancial statcmcntsforthcyearcnded 31 March, 2018

(i) Financial assets measured at amortfaed cost

Assets that arc held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest

arc measured at amortized cost using the effective interest rate (ÈLR') method (if the impact of discounting / any transaction costs is

significant). Interest income from these financial assets is included in finance income.

(11) Financial assets at fair value through other comprchcusive income (`FvrocI)

Equity investments which are not held for trading and for which the Company has elected to present the change in the fair value in

other comprehensive income and dcb[ instruments that arc held for conection of contractual cash flows and for selling the financial

assets, whe[c the asscts' cash flow rcprcsent solely payment of prlncipal and interest, are measured at FVI.OCI.

The changes in fair value are taken through OCI, except for the impaiment, intercst Oasis EIR method), dividend and foreign

exchange differences which are recognised in the statement of profit and loss.

when the financial asset is dcrecognized, the rela(ed accumulated fur value ndjustments in OCI as at the date of dcrecognition are

redassificd from equity and rccognised in the statement of profit and loss. However, there is no subsequent reclassification of fair value

galns and tosses to statement of profit and loss ln case Of equity instruments.

(lil) Flnanclal assets at fair value throuch profit or Lass ('FVIPL')

All equity instruments and financial assets that do not meet the criteria for amortized cost or FvrocI are measured at fair value

through profit or loss. Interest Oasis EIR method) and dividend income from FVI`PL is recogniscd in the statement of profit and losswithin finance income / finance costs scparatcly from the other gaiusAosses arising from changes in the fur value.

Impalrmcnl

The company assesses on a forward looking basis the expected credit losses associated with its assets carried at amortized cost and debt

instrument camed at FVTOCI. The inpainent methodology applied depends on whether there has been a significant increase incredit risk since initial recognition. If credit dsk has not increased significantly, twelve month ECL is used to provide for impai[.mentloss, otherwise lifetime ECL is used.

However, only in case of trade rcccivables, the company applies the simplified approach which requires expected lifetime losscs to be

recognized from initial recognition of the receivAbles.

(c) Subsequen( mcasurcment - flnanclal lJal]ilitlcs

Other financul liabilitics are initially recogniscd at fair value less any directly attributable t['ansaction costs. They are subscqucntly

measured at amortized cost using the FIR method (if the impact of discounting / any transaction costs is significan().

C Dc-recognltlon

The financial liabilities are de-recognised from the balance sheet when the under-lying obllgatious are extinguished, discharged, lapsed,

cancelled, cxpil.es or legally released. The financial assets are dc-recognised from the balance sheet when the rights to receive cash

flows from the financial assets have expired, or have been mnsferred and the Company has transfened substantially all risks andrewards of ownership. A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or

equity iustrumcnt of another entity.

P Cash and cash equivalents

Cash and cash equivalents includes cash in hand, deposits with banks, other short (crm highly liquid investments with origival mafurities of

three months or less that arc readily convertible to known amounts of cash and which are subi.cct to an iuslgniflcant dsk Of changes in value.

For the purpose of presentation in the statcmcnt of cash flows, cash and cash equivalents includes outslanding bank overdraft shown within

current liabilities ln sta(ement of froancial balance sheet and which are cousidcred as integral part of company's cash management policy.

Q Investments

On transition to lnd AS, equity investments are measured at fair value, wi(h value changes recogniscd in Other Comprehensive Income,

except for those mutual fund for which the Company has elected to present the fair value changes in the Statement of Profit and loss.

R Trndc recctval]les

Trade rcceivables are recognised initially at thdr fair value and sub§cquently measured at amortised cost using the cffcctivc interest method,

less provLslon for expected credit loss.

S Trade and otherpayal]les

These amounts represent lial)ilities for goods and scrvices providcd to the Company prior to the end Of financial year which arc unpaid.

Trade and other payables are rccognised, initially at fair value, and casured at amor(ised cost using effective interest rate

TRIOcHEM pRODuc'rs I"ITED

.. No(es to the fimncialstatementsfor thcyearendcd 31 March, 2018

T Provislous, contingent lJal)ilitles and contingent assets

i Provisions:

A provLsion is recognized, when company has a present obligation acgal or coustructive) as a result of past events and it is probable

that an outflow of resources embodying economic benefits will be required to serdc the obligation, in respect of which a reliablecstimatc can be` made for the amount of obligation, The expense relating to the provision is presented in the profit and loss net of anyreimbursement.

If the effect of the time value of money is material, provisions are discounted using a current prc-tax rate that reflects, when

appropriate, the risks specific to the liabiuty. When discounting is used, the increase in the provision due to the passage Of time isrccognis€d as a finance cost.

11 Coiitingcnt Llabnty

A contingent liability is a possible obligrtion that arises from pas( cvcnts whose eustcnce will be confirmed by the occurrence or non-

occurrcncc of one or more uncertain future events beyond the control of the Company or a present obligation that is not recognizedbecause it is rLor 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 lial)ility that cannot be rccogruzcd 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 disdoscd by way ()f notes and contingent assets, if any, arc disdosed in the notes (o financial

statements.

in Contlngent Assets

Contii`gcnt Assets are disclosed, where an inflow of economic benefits is probable.

U Earningrpershare

I Basic eandngs per share

Basic eamlngs per share is calculated by dividing:• (hc profit a[tributable 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.

il Dnuted earnings per share

Diluted earninès per share adjust the figures used in the detemination of basic earnings per share to take into account:• the af(er income (ax effect of interest and other financing costs associated with dilutive potential equity shares; and

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

potenttal equity shares.

V If ases

i As a lessee

li=ases in which a significant portion of the risks and rewards of ownership are not trausfcrrcd to the company as lessee are classified as

operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to profit or loss on

a straight-line basis over the period of the lease unless the payments are strucrured to increase in line with expected gcncral inflation to

coinpensa[L` for the lcssor's expected inflationary cost increases.

ii As a lessor

Lease Income from operating lcascs whcrc the Company is a lessor is recognised in income on a straigh(-line basis over the lease term

unless the rcccipts are structured to increase in line with expected general inflation [o compensate for the expected inflationary cl)st

increases. The rcspcctive leased assets arc included in the balance sheet based on their nature.

W Employee benefits

i Short.tern obllgatlousLiat>ilitics for wages, salaries and leave encashment includin.g non.monetary benefits that are expected to be seded wholly within 12

months after the cnd of the period in which the employees render the related service are rccogniscd in respect of employces' services

up [o the cnd of the reporting pcriod and are measured at the amounts expected to be paid when the lial)ilities are settled. Theliabilities arc presel`tcd as current employee benefit obligations in the bat once sheet.


Notes lo the fuancial statements for the year ended 31 March, 2018

u Other long.term cmployce benefit obllgatlous

The liabilities for camed leave arc not expected 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 fumre payments to be made inrespect of services provided by employees up to the end of the reporting pchod using the projected unit credit method. The benefitsare discounted using the appropriate market yields at the cnd of the reporting period that have terms approximating to the terms ofthe rclatcd obligation. Rcmeasurements as a result of experience adjustments and changes in actuarial assumptiorLs are recognised in

profit or loss

The obligations are presented as current liabilities in the balance sheet if the cntity does not have an unconditional right to defer

settlement for at least twelve months after the reporting pcrlod, rcgardlcss of when the acfuul settlcmcnt is expcctcd to occur.

ill Pustunploymcn( obLlgatlous

The group operates the following post{mployment schemes:

a Defined benefit gratuity plan:

Graruity and Leave cncashment which are defined benefits are accrued based on actuarial valuation working provided by Independent

actuary. The Contnbution is charged to profit and loss.

The liability or asset recognised ln the balance shcct in respect of defined benefit gratuity plans is the present value of the defined

benefit obligation at the cnd of the reporting pcriod 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 obligrtion is determined by discounting the estimalcdfuture cash outflows by reference to market yields at the end of the reporting period on government bonds that have termsapproximating to the terms of the rclatcd obligation. The net interest cost is calculated by applying the discount rate lo the net balance

of the defined benefit obligation and the fair value of plan assets. This c.ost is included in emplo}.ee benefit expense in the s(a(ement of

profi( and loss. Rcmeasurcment gains and losscs arising from experience adjustments and changes in actuarial assumptions arcrccognised in the period in which they occur, directly in other comprehcusive income. They are included in retained earnings ln (he

s[atement t)f i`hanges in equity and in the balance sheet.

b Defined Contru)ution plan:

Contribution I)ayablc to recogniscd provident fund and superarmuation scheme which is dcflncd conulbution scheme is charged to

Statement of Profit & Lass. The company has no fur(her obligatlon to the plan beyond its contnbutlon.

X Cach Flowstatement

Cash flows are reported using the indirect method, whereby net profit before tax is adjusted for the effects of tralisactious of a non-cash

nature. any deferrals or accruals of past or future operating cash receipts or payments and item of income or expenses associated with

inves(lng or financing cash flows. The cash flows from operating investing and financing activities of the Company are segregated.

y Operatin8CydeBased on the nature of products/activities of the Company and the nomal time between acquisition of assets and their realisation in cash or

cash equlvalcnts, the Company has determined its operating cycle as 12 months for the purpose of classification of its assets and lial>ilities as

currcn[ and non current.

Z Roundingof amounts

AIl anòunts disclosed in the financial statements and notes have been rounded off [o the nearest Rupees Lacs (up to two decimals), unless

othcrwise stated :Ls per the requirement of Schedule Ill (Division 11).

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Notes to the flm[rdal statcmcnts for the year ended 31 March, 2018

7 NON CURRENT INVESTMENTS

[RB. in lckhe)

Particulars Face As at March 31, 2018 A8 at March 31, 2017 As at Apru 1, 2016

value Qunti Amount Amount Quantl Amount

Non Trade InvestmentsUnquoted

Mutual Funds (At FVTPL)

SBI Premier Llquid Fund -Direct PLant - Rs.1,000/-

Weekly Dlvldcnd

Total Value of Unquoted Investments

8 OTHER FINANCIAL ASSETS

Particulars

34, 717.825 369. 24

its atMarch 31, 2018 A8 at March 31, 2017 As at Ill 1, 2016

Dcpesits

9 OTHER NON CURRENT ASSETS

Particulars As atMarch 31, 2018 As at March 31, 2017 As at ril 1, 2016

Balance with Govemmcnt Authorities

Advance recoveral)le in cash or kind or for value tobe recelved

10 INVENTORIES

Par[lcular8 As at March 31, 2018 AB atMarch 31, 2017 As at ril I, 2016

Raw Material qucfer Note No.10.1)

Packing Material

Work-in-Progress

Finished Goods

Stores and Spares

640.14

2.39

39.04

140.50

0.46

Note No. 10.1: Raw Material inventory indudes Goods-in transit Rs.30.70 lalchs (31st March 2017 Rs.Nth and lst April 2016 Rs.Nil)

11 TRADE RECEIVABIJ3S

Particulars As at March 31, 2018 A8 at March 31, 2017 As at Ill I, 2016

quluecured)Cousidcred Doubtful

Considered Good Qefer Note No. 42)

12 CASH AND CASH EQUIVAI.ENTS

244.53

Particulars As at March 31, 2018 As at March 31, 2017 As at rll 1, 2016

Balance wh Banks• On Current account

CulonHnd

13 OTHER FINANCIAL ASSETS

Particulars As at March 31, 2018 As at March 31, 2017 As at ul 1, 2016

lnteres( Reccival>Lc

TRIOCIIEM PRODUCTS IIMITED

Notes (o the financial statcmcnts for the year cndcd 31 Mardi, 2018

15 ,r)THER ctTRRENT AssETs

[RB. in lckhe)

As at Marsh 31, 2018 As at March 31, 2017 As at

Balance with Ccntul rrmisc and GS'n\l

Exert Duty Draw Back

Advance ro soppliers and scrvlcc providcrs

Advance recoverable in cash or kind or for value to

be rcceivcd

I'repald Expenses

Advance t.o Gratuity Fund \Rcfcr Note No. 38)

16 EOUITYSHARE CAPITAL

rfl I, 2016

Its at Mardi 31, 2018 As at March 31, 2017 As at lil 1, 2016

Authorfucd SLarc Capital

2`50,000 Equity shares, Re.10/-par value

(31 March 2017: 2,50,000 equity shares Rc.10/-cash)

(I A|.im 2016: 2,50,000 cqulty shares Rc.10/-each)

i`ssued, Subscribed and Fully Paid Up Shares

2,45`0.)0 Equity shares, Rc.10;'-par value fully paid up

(31 March 2017: 2,45,000 gquity shares Re.10/. each)

(1 A|)ri] 2016. 2,45,000 cqulty shares Rc.10/-each)

Note No. 16.1 ; The [ econctLa(ion of the number of shares outstanding at the bcginning and a( the end

Partlculasofrcportingpcriod31-03-2018:

A3 atMarch 31, 2018 As atMach 31, 2017 AB at lstAprtl, 2016

No. of shares Amount No. of shares Amount No. of shares

!Numbci Of shares at the beginiing

ndd` Shares issuctl during the year

less . Shares boucht back (if any)

Number of Shares at the end

2, 45, 000 24. 50 2,45, 000 24. 50 2,45,OcO

2,45,000 24.50 2,45,000 24.50

Amount

24.50

2 ,45,000 24. 50

Note No. 16.2: Terms / rigiits uttachcd [o equity shares

(A) The cun`pany has only one class of equity shares having a par value Of Re.10/- per share. Each holder of cquity sharc§ is entitled to one vo{c per•.hare The dividend propascd by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual Gcncnal Meeting

a3) [n the event of liquidatic.n of the company, the holders of equity shares will be cndtled to rcccive rcmlning assets of the company, afterdistribution of au preferential amounts. The distribution will be in proportion .o che number of equity shares held by the sharcholdcrs.

Note Nc.. 16.3: The detaris of shareholders holding more than 5% shares in the company:

Nanc of the sharcholdcr As a( March 31, 2018 As at March 31, 2017 As at lB(Apru, 2016

Numbcrof %hcldasat Numbcrof %heldasat Numberof %heldasatshares held shares held 8hare8 held

Mr. Rrmu S` Dcora

MJ RAjcsh R. Dcora

Mr. R2t,jiv R Dt,ora

Ranu M Deora nuF

Mrs. Grace R. Dcora

34, 500 14.08% 34, 500

36, 000 14.69% 36,000

34,270 13.99% 34,270

27,420 11.19% 27,420

36, ()00 14.69% 36,000

73

14.08% 34, 500

14.69% 36,000

13.99% 34,270

11.19% 27,420

14.69% 36,000

14.08%

14.69%

13.99%

11.19%

14.69%

TRIocHEM pRODucTs iunTED

Notes to the finandal 8tatemcnts for the year ended 31 March, 2018

`7 HEEL [Rs. In lckho]

As at March 31, 2018 As al March 31, 2017 As at ul I, 2016

+-&8urplus*CquRescrvc#G±Rescrves##Rietaindcamngr

Q!bgLCompreheuslvelncomc@CI)-Rcmeasurenent of net dcfincd benefit plans

0,04

177.86

600.75

0.10 0.10

0.04

177.86

345.25

0.39 0.39

523.54

# Capital reserve maiuly represents amount on capital account.

## General reserve rclfects amount transferred from statement of profi. and loss in accordance with regulations of the Companies Act, 2013.* For movemen(, refer stalcmcnt ol` changes in equlty.

18 DEFERRED TAX LIABILITIES

PartlcuJas As atMamh 31, 2018 As at March 31, 2017 As at rll 1, 2016

rpTindiisI Net balance a8 at I April Rfcognl8cd in statement of kecognked in Net balance as at 31 March2017 profit and lus OCI 2018

I I)elerrcd Tax Llabmtles/(Assets)

F,c::n:t::;p:rdtye,q3,a:re]n:Lgrb,cAss`.rs17.17 (2.42) 14.75

• . . 1. (0.16) (0.16)Fair value throuch ocl 0.16 (0.10) 0.06

'Othcr"a...cr0.39 (0.27) 0.12

i:::ausesc#:¥leunderincomcha(I.35) (0.50) (1.85)

16.21 (3.19) (0.10) 12.92

Parllculars Nc( balance as at 1 April Rccognked in 8tatcment Of Rccognked in Nc( halancc as at 31 March2016 profi( and loss OCI 2017

I)cferrcd Tax I.tal)ilides/(Assets)

. Property, plan( and equipment / 22.55 (5-38) 17.17

lnvuslment Property / Other lntanglblclAiscts

ràir vali:c throu _P&L 0.19 (0.35) (0-16)Fall value throuch OCJ (),16 0.16

Others Matt=r 0.51 (0.12) 0`39

Expenses allowible under lnconLc laxoiiamcnti)asis (I.42) 007 (1.35)

21.83 d8) 0.16 16.21

TRIOCHEM PROI)UCTS LIMITED

Notes to the flnanclal statcmcnt8 for the year ended 31 March, 2018

[Rs. in lckhe)

For the year cndcd 31 March, For the year cndcd 31.March,

2018 2017

Profit before income tax cxpensc 356.97 80.73

Tax at the Indian tax rate @ 27.552% (31 March 2017 @30.90%) 98.36 24.95

Add: Items edvine rise to diffcrcncc ln tax

Tiding Difference 1.24

Effect Of non-deductible expenses 3.73

Effect of non-taxable Income

Transition Effect 0.08

Others (0.26) (0.11)

(1.59) (0.14)

L 101.47 23.13]

Note : The figures have been regroupedAeclassifled, wherever necessary

19 BOREOVINGS

As atMarch 31, 2018 As at Marsh 31, 2017 As at

Sfg!!££! (Refer Note No.19.I)

Fi.om Bank

Exp.rt Packlng Credit

Unsccurcd (Rcfcr Note No. 19.2)

From Director

rll 1, 2016

285.54

228. 05 285.54 0.cO

Note No.1t/.I. The above loan from slate Bank of lndia7 Banker of the Compnay, is secured prmariJy agalnst lst charge on the Company's Curren(Assets.

Note No. 19.2: The al)ovc loan from Director repayable on demand

20 TRAl)E PAYABLES

As at Marl 3], 2018CunntDues of micro and small enterprises aefer NoteNc. 20,1)

Dues other than micro and smallcntcrpnses alefcr Note No. 20.1)

71.96

As at March 31, 2017 As at ril 1, 2016

152.34 ]75.43

71.96

NoteNo.2o.1:Thccompanyhasnotreccivedlnformationfromli;=a:oi;i:TgndingthcirstatusTndT:I152.34 175`43

the Micro,Small and Medium EnterprisesI)cvelopment Acl 2006 and hence disclosures rclating to amounts unpaid as at the year end together with interest paid / payable under this Act,have

not been given.

2] OiHER cuRRENTUABILmEsPndculars

Stalutory Dues Payable

Other I,iabilities

22 PROVIS]O,NS

As at March 31, 2018

0.89

A8 at March 31, 2017

As atMarch 31, 2018 As atMardi 31, 2017

frovisionforEmmDlovccBencfits

For I ¢ai/e Encashmcnt qunfunded)

For hrecntlve

13.6i

13.61

TRIOCHEM PRODUCTS IJMITED

Notes to the financial statcmcntB for the year ended 31 March, 2018

CONTIGENT LIABIIJTY #

|R8. in hakhe]

Particulars ds at March 31, 2018 As at March 31, 2017 A8 at ul 1, 2016

I) Disputed Tax Liabflty

Income Tax Dispute - 43 Dlsallowance

Income Tax Act, 1961 pending with The Appellate

Tribunal

3.21 3.21 3.21

Note:

# The management does not cxpcct thcsc demands/claims to succccd. Claims, whcrc the possil)illty of outflow of resounes embodyng economlcbenefits is remote, have not bccn cousidcrcd in con(ingent lial]nity.

25 REVENUE FROM OpERrmoNs

Pardculan 2017. 2018 2016. 2017

Sale Of products Qefer Note No, 25.1)

OthcroocratlmR+Tcvenuc

Scrap Sales

Ear lnccntivc3,552.45 I,838.78

Note No. 25.1: Goods and Service Tar (GST) have been effective from /uly 1, 2017. Conscqucnlly, excise duty, value added tax OrAT), Service taxetc. have been rcplaccd with GST. Until June 30, 2017, Sale of products' included the amount of exdsc duty recovered on sales. VIth effect from

/uly 1, 2017, Sale of products' excludes the amoun( Of GST recovered. Aceordingiv, revcnuc from Sale of Products, and Revenue from opemousfor the year ended March 31, 2018 are not comparal)lc with these of previous year, Exusc duty on sales amoundng to ds.53.40 laths Ols( March,

2017: Rs. 32.58 Lathe) has been included in sales ln Sta(cmcnt of Profit and Lees.

26 OTHER INCOME

Partlculars 2017. 2018 2016. 2017

IInterest Income (Refer Note No. 26.1)

orhcrNNonOoeratlngJncomc

DJvidcnd income on from Mutual Fund dcsigmted at Fvl"NNctgalnonsaleOfinvestmcnts

S\mdry Balance Whtten Back olct)

Exchange Flucfuation Galn Olet)

Note No. 26.1 : Break+up Of Interest Income

Interest income on other deposits

Interest on income tax refund

Interest on sales tax refund

27 cosT oF RATERIArs coNsuMED

1.77

Partlculars 2017. 2018 2016. 2017

Raw Material

Inventory at the begivning of the

Add: Purchases during the year

Less: Sale of Raw Material

Lcs8: Inventory at the cnd of the year

chals Cousumed

}6

4.33

1,635.57

1,639.90

36.40

1,603.50

TRIOcHEM pRODuc'rs I"ITED

Notes to the flnandal statements for the year cndcd 31 March, 2018

Paching Material

Inventory at the beginning Of the

Add: Purchases during the year

Less: Sale of PackLng Matchal

Less: Inventory at the cnd Of the year

Cost Of Materials Cousumcd

28 PURCHASE FOR STOCK IN TRADE

2,252.41

(Rs. in lathe)

1.16

12.50

1366

I.34

1,615.82

Particulars 2017. 2018 2016. 2017

Traded Goods

29 CHANGES IN INVENTORIES 0F FINISHED GOODS, WORK IN PROGRESS AND STOCK.IN.TRADE

Partlcìlas 2017 -2018 2016. 2017

InventoAes at the cnd Of the vcar

finished Goods

Wck ln Progress

Inventories at the bednnin& Of the

Finished Goods

Wck ln Progress

3o ExclsE DUTy oN sAms oF GooDs

166.91

14.86

(153,90)

Particulars 2017 -2018 2016. 2017

Exdsc duty on sales Qcfcr Note No. 25.1)

31 EMPI.OYEE BENEFIT EXPENSES

Particulars 2017. 2018 2016 -2017

Salaries, Wages and Bonus

Contnbutlon to Provident and other fund

Staff Wclfarc Expcuscs

32 FINANCE COST

Partlculan 2017. 2018 2016 -2017

Intcres( Expcusc on Short Term Bank Borrowing

lnteres( Expense on Income Tax Payment

lntercs( Expense on I/)an from Director

33 DEPREclATION & AMORnzAnoN ExpENSEsParticìlac 2017 -2018 2016. 2017

Deprcclation on Property, Plant and Equipment

on lnvestmcn( Property

on lntanglblc Assets

TRI0CHEM PRODUCTS IJMITED

Notes to the flnandal statcmcnts for the year ended 31 Mardi, 2018

34 OTHER EXPENSES

[Rs. In lalhe]

Particulars 2017. 2018 2016. 2017

Cousumpdon of Stores and Tools

Power & Fuel

RepalTs & Maintcnancc

Plant & Machinery

Building

Others

Insurance Charges

Rates a Taxes

Rent

Payment to Statutory Auditor (RI:for Note No. 34.1)

Watcl` Chnge

Donation

hahour Charges

Freight and ForurdlngListing Fees

Postage and Tclcphone

Interest and Penalty

li=gal & I'rofcsslonal

Rcgistrar & Share Transfer Fcc

Bank Chngcs

Miscellaj`cous expenses

lnvcstmcntExpeuscs

Note No. 34.1 : Paymen( to Statutory Auditors

As Auditors

Audit I.ees (including Limited Rcvicw)

Tax Audit Fees

Towards GST&rvice Tax -

ln Other CaDacitv :C-Other Matter

out of pocket expeuscs

Towards GSTrscrrioe Tax *

Total Auditors Rtrmuneratjon• Note: Out ol abov.c GST/ Service Tax credit of RI.0.06 lakhs qucvlous Year Its.Nil) has been taken and the same has not been debited to

Srarement of Profit & I.oss.

35 EARNING PER SIIARE

Particulars 2017.2018 2016-2017

(A) Profi( andbutable to Equity Sharcholdcrs

a)) No. of Equity Share outstanding during the year.

(C) Face Value of each Equrty Share (Rs.)

@) Basic & Diluted caming per Share Qts.)

36 Financial RIck Management

The Company's activities cxposc it to credit rLs4 liquidity risk market risk and p

255.50

2,45,000

10

104.29

57.60

2,45,000

10

23.51

e risk and the impact thereof ln the financial

TRIOCI]EM PRODUCTS IIMITED

Notes to the financial statcmcnts for the year ended 31 March, 2018

(Rs. In Laths]

Risl Exposue arl§ing from Mcasurcmcnt Managcmcnt

Credit Risk Cash and cash equlwlcnts, trndc Credi( ratlngs, RcvLcw of agivgStrict credit con(rot andrcccival>les and financial assets. analysis, on quarterly hasis. monitchng system, diversificationofcounterpardcs,onqunrtcrLybasis.

Liquidity RIsk Trade payables and other financial Maturity analysis, cash flo Malntaining sufficicnt cash / cashuabillties. projcctlous. equivalents and marketablesecurityandfocusonrcalisa(ionoreceival)les.

; Market ldsk -I.òreign Erdange Financial assets and llabmties not Foreign currency exposure review The company par(ly hedged due todcnomlnatcd in INR. and sensitlvity analysis natural hedge and is exploring tohedgeitsunhedgedpositious`

Pncc RIsk Change in pricc of raw material The company sourclng The company is able to pass oncomponents from vendors directly, substantial pricc hike if any to thehcncc it does no( hcdgc itsexposuretocommoditypricerisk. customers.

The Board providcs gulding pnnciples for overall risk management, as well as poucies covering specmc areas such as credl( risk, liquidity risk,

price risk and foreign cxchangc risk effccting business operation The company's risk management is camcd oul by the managcmcnt as perguidelines and policies approved by the Board of Directors.

(A) credit RIsk

Credit risk is the risk that counterparty will no( mcct its obll8a(lons under a financial iustrumcnt or customer comrac| lending (o a financial lass.

Credlt rsk cncomprlsses the direcL ink Of dcfaulL risk of detcrioration Of crcditworthmess as well rs concen(radon risks. The Company iscxpused to eredit rusk from (ts operating activities ®rimarily trade rcceivables), deposits with bands and loans glven.

Credit RI8k Management

The conpany's credit nsk maiuly from mde rcceivablcs as these are typically unsecured. Tis crcdi( rlsL has alunys been managed through credit

approvals, establishing credit limits and continuous moni(oring the creditworthincss of customers to whom credit is cxtcndcd in the normalcourse ol.business The Company estimatcs the expected credit loss based on past data, available information on publlc domaln and cxpcheliceExpected credlt losses of financial assets receivable are estimated based on hisloncal data of the Company The company has provlslonlng pdicyfor cxpcctcd credit losses.

The maximum exposure lo credit nsk as at 31 March 2018, 31 March 2017 and I April 2016 is the carrying value of such trade receivahles as

shown in note 11 of the financials.

a3] Liquidity RIsk

Liquidity risk represents the inabllity of the Company to mcct Its financial obligatious within stipuLaLcd 'tlmc. To mitigate this risk, the Company

maintaius sTifficicn( Liquldity by wiy of vrorking capltal Limits from banks.

The taJ)le below provides details regarding the remalling contractual maturlties of financial liabilities at the repo ng date based on comracfual

undiscoun(cd payments:


Notes to the financial statements for the year cndcd 31 March, 2018

(Rs. In Lahi]

parllcular8 Less than 1 year More than 1 year Total

As at 18t Aphl, 2016

Borrowings 0.00 0.00

Trndc payalles 175.43 175.43

Total 175.43 175.43

(C) Market risk

(a) Foreign currency risk

The Company has exposure to foreign cunency usk on account of its payable and rcceivables in foreign cunency. The company is followingnatural hedgivg to mitigate the foreign cuneney risk.

Open cxpasurc

The Company's expasurc to foreign currcney risk which are unhadged at the cnd Of the reporting pcriod is as follo`rs:

I'ardeulars 31.Mar-18 31.Mar.17 31-Mar.16

USD USD USD

Trade reccivables - Forcjgn Currency 24,400Trade reccival)lcs - INR 15.81

Trade payal]les - Foreien Currency 2,48,400Trndc payables - INR 164.69

Scnsitivitv AnavBis.

The Company ls mainly exposed to changes in USD. The sensl.lvity analysis demor,sLrate a reasonably possible change in USD exchange ra[c, wlth

an other veriflbles held constant 5% appreciatior\ideprcciation Of USD and Euro with reapect to functional currency Of the company will have

impact Of following (dccrcase)Ancrcase in Profit & vice vcrsa.

Particulars 3lBt March, 2018 31st March, 2017 ist Apm, 2016I Jm act on profit or loos for the year Strengthens weakening Sdengthens Wcakeulng Strcngtheus wcckcmngI USD Impact 0.79 (0.79) (8.23) 823

Llo'al 0.79 (0.79) (8.23) 8.23

a) [ntcrest rate risk

lntcrcsL rate risk is the risk that the fair value or futiire cash flows of a financial lnemmcnt will fluctune bccausc of changes in market interestrates. In order to opLimize the Company's position with regard to in(Crest income and in(crest expenses and to mnage the intcrcst rate riskttreasury performs a comprehensive corporate intcres( rate risk management by balancing the proportion of the fixed ra(e and floating raterinancial iustrumcnts in its total portfolio.

The :xpos`Jic Of company bonowings to interest ra(c changes at the end of rcportlng pcriod are as follows:

Partlcuho As at Slat March, 2018 As at 31st March, 2017 As at 18t Apck, 2016

Vanab]c rate b()rrowing§ 15,.05 285.54 0.00

Fixed ra.e borrowings 75.00 I

Total borrowings 228.05 285.54 0.00

scusitlwlty.hoalysi8

ProfM(.ss is seusl(lve to highcrAower in(Crest expcnsc from borrowings as a resul( of changes in in(crest rates.

FiulacBasis Points Impact on Profit before Tax

318t March,2018 31st March,2017 1st April, 2016

I lnuease in Basis points +50 0.77 1.43 000Dccrcasc in Basis points -50 (0.77) (1.43) (0.00)

ap) price risk'Thc company ls exposed to prlcc risk in basic ingrcdiants of Compan}/s raw material and

monltors its price risk and factors the pricc increase in prldng of the prnducts.matcrials from vendors dirccdy. The

TRIOCIIEM PRODUCTS LIMITEI)

Notes to the flnanclal statements for the year cndcd 31 March, 2018

37 Related party disclosures as rcquircd under lnd AS 24, "Rela(ed Party msclo8urcs", arc glvcn below

a) Name of the related party and dcscnption Of rcladonchlp.

Sl. No. Rchtcd ParticB Nature of ReLation§hlp

(i) Mr. RanLi S rmra Director and CEO (Key Managerial Personnel)

(ii) G Amphray lhoratones Key manngcrial person ls proprlctor

(ill) G Amphray Pharmaceuticals Pvi I.rd RclatLve of key mamgcrial person have comrol

(1Y) Triochcm Laboratories P`n Lid Relative of key managerial person have control

(v) Triochem Products Gratuiiy Fund Key managerial pcrsori i§ trustee

b) Detals of Transactione durlng the year with related part]es`

Sl. No. Related parties Narurc of TrarL8actlons during the year 2017 . 2018 2016 . 2017

(i) G Amphray lharatoncs Purchase of goods 254.95 170 48

sales of goods 3,376.82 1J6r/3f)

E-Paymcn( of cxpensc & rcinburscmcnt paid 0.05 31.01

(u) G Amphray J'harmaceuucals Pv( L(d Puchase of goads 78.08 49.82

(iii) Tnorhem Lchoratones Pvl Lid Purchase of goods 138.68 loo.87

(,v) Trier:hem Products GraruLry Fund Contribution paid I.03 013

(y) Mr. Ranu S. Dcora Loan tckcn dunng the year 626.00

Ii)an rcpald during the year 551.00

Jntcrest pald 25.15

c) Balances at end of the year with related parties.

Sl` No. Relitcd partic8 Nature of TranBactlon8 during the A8 at Slat March, A8 at 31st Mach, As at 18t April,

year 2018 2017 2016

(i) M[. Ranii S` Ifrora Loan payal3le 75.00

(11)

G Amphray ldrratories Purchase of goods 78.98

salcsofgoods 228.71

(iii) Tnochem I'roduct§ Gratuity Fund Conulbution paid 0,49 1.51 164

• 38 Employsc Bcncfits

As per END AS 19 "Employee Beneflts", the disclosures of Employee benefits as defined in the said Accounting Standards arc given below .

(I) Defined Contribution Plan

Conthbution (o Defined Conulbution Plan indudes Providend Fund. The expenses rccognised for the year are as under

[Rs. in lchs]

Particulac 2017 . 2018 2016 -2017

Employsr's Contribution to ProvLdcnd Fund

(ii) Defined Benefit Plan

(a) Gratuity:

The Company operates gratuity plan wherein every cmploysc is entitled to the benefit equivalent to 15 days / one month salary last drawn for each completed year of

scrVIcc dependlng on the date of joining. The sane Ls payable on termnation Of servicc, retiremcnt or death, whichever i8 earlier. The benc.fi( vests after 5 years of

continuous service

®) The following Lablcs sc( ou( the assumpLions taken, status of the gratuity plan, the amounts rccoghised in the Company's financial sta(cments as at 31 March 2018 and31 March 2017.

{®0a?

Sl. No. Particulars 2017 -2018 2016 -2017

Valuation Results as al 3l.Mar-18 51-Mar-17

I Chan8c in present value of obligations

PVo at beginning Of period 6.41 5.89

Intcrcst cost 045 047

Curren( serv]cc cost 083 089

Pan( servicc cost - (non Yes(cd benefits)

Past service cost - (vt'sted benefits)

Benefits paid (0.66)Contribution by plan participants

Business conhimtious

CurtainentsSeltelemenLs

Acfuarlal (Gain) / Lass on obli8ation .~ 0.28 (0.84'PV0 at end of pchod /qt\J==€;=±¢.;^ 7.32 6.41

FT,_Oc' err f yJ:Fxpe;nn£;rs I §/ ¥<^thestcast A. /a/ ...d^L \1\ 0.45 0.47

tsE!f f i O + nIRE#


Notes to the flnancial statcmcnts for the year cndcd 31 March, 2018

(R8. in Lus]

§®iy,

Ill Fair value of plan as8cts

Fair value of plan assets at the bcgivnlng 6.21 5.19

Interest cost 0.48 0.47

IV Net liability

PVO at beginning of pchod 6.41 5.89

Fair value of the assets at begivning report 6.21 5.19

Net I,ability 020 0.71

V Net interest

ln(erest expenses 0.45 0.47

Jn(ercst income 048 0.47

Net in(cre§L (0.02)VI Actual return on plan a88cts

Aoual rcrm on plan assets 032 0.32

Less interest income Included above 0.48 0,47Return on plan assets excluding Interest income

(0.16) (0.15)VII Actuarlal (Gain) / loss on obLlgatlon

Due to demographic assumption*

Due (o flnancial assumption(0.07) 0.13

Due [o cxpcnence 0.35 (0.97)Total actuarial (Gain) / Loss 0.28 (0-84)* This figure dues not reflect in(errelationchip bctwecn demographic assumption and financial assumption when a limit is appLicd on the benefit the cffcc(

will bc shown as an experience

VIII Fat clue Of plan a88et8

Opening fair value of plan assets 6.21 5.19

Adj'ustrncnt to opening fat value of plan assets 0.20 0.71

lèrurn on plan assets excluding interest income(0.16) (0.15)

In(ores( income 0.48 0.47Contribution by employer

Contnbutlon by employee

Benefit paid(0.66)

Fàr value of plan assets at end 6.07 6.21

lx Pas( service cost recogniscd

Past ser`he cost - (Don vested benefits)

Past service cost - (vcstcd bcncfits) -i

Average rcmaining fururc 8ervici. till vesting of the benefit

Rccognised past scrvice cost - non vested benefits

kecognised past service cost - vested bencflts

Uurecogniscd past scrvice cost - nob rested beneflts

X Amount to be rccognizcd in the balaLncc sheet and Btatcmcn( Of profit and less account

pVo at end of period 7.32 6.41

Fair value of plan assets al cnd Of period 6.07 621

Fundcd status(1.24) (0-20)

Ne( Assets / Liability recognized in the balance sheet(1.24) (0.20)

XI ExperJ!e recogulzcd in the staLcmcn( Of profit and lo88 account

Cuent servlce cost 0.83 0.89Net interest (0 02)Past ser`he cos( - (Don vested benefits)

Past serv]ce cost - (rested benefits)

Curtalment8 effect

Se[tclcments cffcct

Expense recognlzed in the statement Of profit and loss account 0.80 0.89

XIIro3S\ other comprchciisive income (Ocl)

Acruarial (Gain) / Lou rccognizcd for the pchod 0.28 (0.84)Asset limit effect

Retun on plan assets excluding net interest /asooT` 0.16 015

Unrecognlsed acruarial (Gain) / Loss from previous period /~q,5`- .Cj: >`

Total actuanal (Gain) / Loss recognized in (OCI) /i?/ \.t'L.\ 0.44 (0.69'

:ba, -€| 8L :a¢++,:a:D=c;:Sg


Notes to the firLancul 8tatement8 for the year ended 31 March, 2018

[Rs. in Lalh8)

s®ay,

X]II Movcmcnts in the lial]illty recognized in balance sheet

Opening net hiablity 0.20 0.71

Adiusmcnt to opc ng balance (0-20) (0-71)

Expenses as above 0.80 0.89

Contnbution paid

Other comprenchoivc income (OCI) 0.44 (0 69)closing net liabiliry 1.24 0.20

XIV Schedule Ill of the Companc8 act 2013

current lial)tliry (*) 1.24 0.20

Non - cuLrren( Lial)iliry 607 621

(I) Mar 14, cuLrrent lial>ility based ln Rev Schedule VI

XV Pro)ccted 8e ce cost Slat March 2019 0.94

XVI hat Lnfomation Tnoct Total Amount

AIJacatilon %

Cash and cash equivalcnts 97% 5.89

Granltyfund

Debt Securlty - Govemmcnt bond 3% 0'18

Equity Securlties - Corporate debt secunties

other Insurance contracts arustccs Of the Company)

Property

Total itemtrcd assets 100% 6.07

XVII Assumptiorts a8 at

Morulity un(2OOco8)u]tIn(Crest / Discoun( rate 7.69% 747%

Ra(e of increase in compensation 4.00% 4.cO%

Amual increase in hcalthcarc costs

Fi]turc changes in in ilm State healthcare benefLts

Expoc(ed average remalning servLce 12.81 12.81

Rcnemen( age 58 yearsEm]ploycc atmdon rate Up(o age 45: 2%

46 and frove: 1%

XVIII sen8ltiviry analysi8 DR. Discount ra(e ER. Salny E8calauon Rate

PVO DR + 1% PVO DR - 1% PVO ER + 1% PVO ER - 1%

PVO 704.529 763.166 763.666 703.715

XK Expected payout

Year Expected Eprted Expected Expected Expected Epedoutgo fust OILt8o second Outgo un Oul8o fourth Outgo rTh Outgosixto 'tenyears

pvo payouts 4 20 0.19 0.25 0.67 0.39 3.32

XX ABsets liabhity comparisous

Year 3l-Mar-14 31-Mar-15 3l-Mar-16 31-Mar,17 3l-Mar-18

PVO at end of penod 5.89 641 7.32

Plan assets 5.19 621 6.07 I

surplus / aleficit) (0.71) (0-20) (124)

Experènce rdjustmcnts in plan assets (0.15) (0.15) (0.16)

XXI..-R Narra(ions

I) Analysis of defined benefit obligation

The number of memebrs under the scheme have decreased by 5.00%. However, the total salary increased by 3.23% during the accounting pchod. Simiarly,the resultant lial)tlity at the pcnod over the begivnin Of the period has increased by 14 08%

2) Expcctcd rate of return basis

Since the scheme funds arc mvcsted with Trustees of the Company EROA is based on rate of return expected from investment made by the Trustccs.

3) Dcschptlon Of the plan a8sct8 and rcimbursenent conditionsDesonption glvcn at XVI of this AnnexLpe. The Govemcment secuntics can be realised as and when needed Realisation Of Corporate bonds would dcpen( on

cir credi( rating. ^cÀ` ASSo^,

u:ba{ag\ 83 g{g:oU^::a;;::{E

TRI0CIIEM PRODUCTS L]MITED

No(cs (c the financial statements for the year cndcd 31 March, 2018

39 'L)erivaiive8

Th.. }€ai cnd 1.orcigr` currcney exposures that have not been hcdgcd by a dchvabvI' insLriimcm or othcrwisc are as under.

[Rs, in laths)

r=(a) Amounl kei`c'iul)lc in ròreign Currency on account uf the following :

pari=(ac Foreign Currency A8 on 31.03.2018 As on 31.03.2017 As on 01.04.2016

Aniouni in Foreun Amoun( ln 88. in Amount in Foreign Amount in Rs. in Amount in Amount ln RB.

Currency lakho Currency lakho ForeignCurrency in lakh8

RcccivAbles |'SD 24,400 15.81

40 I)iscl.jsurf rela(iiig to provislorLs- The movcrr.en[ in the follovIng provlslons L§ simmansed as under :

* Note

The Company gives long tens servicc award to its cmploysc based on the period surwed by them and performance of the company.

41 During the previous year, the dctails of Speciried Back Notes held and transacted during the danonctlzation period (8th November, 2ol6 to 30th December, 2016/ as

p,-ovided in the table below.

lo§ing cash in her,d as on o8.11`2016

I ( + \ Pcì mlltcd rc(e:pis

Pcfmi'.ted

Spccificd Bank Other I Total

Notes GBN8) dcnonrmtionnotes

0.27 0.05 0.)2

0.74 0,74

0.22 0.22

Amoun( t]cposited in Banks I o.27057 057o5ing cain in I.and as on 30` 12.2016

i2 Balam.es of Trade Reo`:rvablcs, Trade Pa}ables and Loans and Advances are subject to confimation and conscquential adjustment, if an}'.

43 Capital Maiiagemcn(

ck ManagcmenL

:or the puTposc of tlic Company`s capital mamgcment, capLul includcB issued equity capital and all other equity reserves awhbutable to the equity holders. The primary

objectrvc of the Company capital managcmen( is [o maximise the shareholder value.

The Conipany mana8cs its capital striicture and makes rdjus(mcnts in ligh( of changes ln cconom]c conditious and Lhc requirements of the fif:ancial covenants. The':ompany monitors iàpital using a gcanng ratio and is measured by rLct debt divided by Equity. The Company's I)eb( is dcfincd as long-term and short-term borrowings

lncùdlng cufrem maturities of long tef (n borrowings and total equity (as shown in balance sheet) indudcs issued capital and all other rcscrves.

(ii) Gcarmg Ratio (ideal less than 50%)

The gcatng ra(Io at en(I of the rep(.rting period was as foLlows`

ParticuJar8 31 Mach 2018 ?1 Mad 2Oi7 31 Mrd 2Oi6

!Borroui"± 228.05 285.54 0.00

Less: Cash and Cash EquLvalents 91cO 40.15 tt, |TI 136.15 245.39 (36.77)

E¥tyandNetbeb(80, 26 548 04

939.41 793.43

1Gcndngra[io 14.49% 30.93%

44 FIRST TIMB Al)OPTION 0F IND AS

MUMBA'

rtlingiv the inpac( of transition has been provided in inc

d and reclassifled wherever required to coniply with the

TRIOcHEM IiRODutrrs LIMITED

Notes to the financial sta(rmcnL8 for the year cndcd 31 March, 2018

Explanatiori I . Exemptions and cxccption8 avaled

Sc( out below arc the appllcat)lc lnd AS 101 optional exernptions and mandatory exccptious appllcd in the mnsiuon from prevlous GAAP to [nd AS.

[Rs. Ln Lakh8]

0 lnd AS Op(ional excmptlous

Deemed Cost . Property, Plan( and Equipmcnt, Capital work-in-progress and Intangible A8sets

lnd AS 101 permJts a first-tree adopter to clcct to continu3 with the carrymg value for all of Its property, plant and equipmen! as rccogmsed in the financial stotcments as

at the date ct mnslbon to End AS, measured as per the previous GAAP and use tha( as its dee[ned cost as a[ the date of transition This exemption can also be used for

Intangible assets covered by lnd AS 38 Intangible Assets. Accordingly, the Company has clcceed to mcasurc all Of Its propert)r, plant and cquipmcnt, Capital work-in-

progresb and intangible assets at theLr previous GAAP carrylng 'ulues

al) Ind AS mandatory exemption8

(i) E§tLmatc5

An entity's estima(es in accordance with lnd AS' al the date of transition (o lnd AS chalJ be coneistant with the e8 mates made for the same date in accordance wLth the

previous GAAP (after adjusmeiits to reflec( any difference in accountlng policics) unless there is an objcctlvc evidence that those estimaees were in error.

(ii) Cla88ificatlon and mcanuremen( Of financial assets (other than cqulty LnetruDents)

End AS 101 rcquircs an cntity to assess classification and measurement of financial assets on the basis of the facts and circumsunces that exists a( the date of trausition (o

lnd us.

(iii) De.recognitlon of flnancul assets and financial liabilities

lnd ALS 101 requires a first time edopLcr to apply the dc-rccognition provLsious for lTLd AS 109 prospectively for transactions oocurnng on or after the da(e Of transition (o

lnd AS. hciwevei, Ind AS 101 allows fust timc adopier to apply the dcrecogninon rcquircmcn.s providcd that the information needocl to apply ]nd ^S 109 to finandal

asset, and linancial liabilities derecDgnlsca as a result of par( Ind AS 101 retrospectively from the da(c Of cntityJs choosing, trancactious was obtained at the time of

im[ially acct.unting for the Lransacuons.

Eftcas of lnd AS adoption on Balance Sheet at 318t March, 2017 and lst April, 2016:

<®Qaay,

I-.---ParticlJlarsI NotcNO.

A8 a( Slat March, 2017 A8 at ist Aprn, 2ol6

A8 per IGIIAP Adjusment8 ontraneitlon[olnd AS As per Iud AS ds per IGAAI' Adjusmcnts oDtransitrontolnd AS A6 per lndAS

boll - CùlTeni /`:isets

(a)1 Property, Plant andEquJpmen[ I 163.76 (9 41) 154.35 184.76 (9.89) 174.87

a) Capital work - In -progress 3.88 3.88

(c)I lnvestmcfitPrc,perry I 9.41 9.41 9.89 9.89

(d) Other lnungiblc Assets 0.08 0.08 0.22 022

(c)(f) l'inancial ]sets

(i) \'on CurrentIiivcstmelìs 2 368.48 0.76 369.24

(ii) oth-cr FILiancialI-4sets

(

7.63 7.65 7.62 762

E-curen,40.39 40.39 18.93 18.93 II

Current A8scts

(a) lnventorle§ 219.51 i 219.51 33.36 33.36 I

a)I Finaricial assets

(I) Trade rcccivabl 244.53 244.5,

l!ni:a:a:dcal40.15 40.15 36.77 36.77 I

!£:thcrfimrmal0.63 0.63 0.43 0.43

'`c) Other tax assets o¢ct) 14.50 14.50

Other ourrcnt assets 311.12 311.12 33.53 3'.5,

noJcfro I 1,027.80 _...-.80 702.48 0.76 703.24

:Tag as°S:u M8="'¢Er22&sy€ayffi


N..les lo the financial statements for the year ended 31 March, 2018

(Rs. in Lakha]

Equity

Equity Share CapLLal 24.50 24.50 24.50 24.50

other equity Rcfcr Note bc]ow 523.54 523.54 464,91 0.56 465.47

hial,tlltlcs

Nan CuLrrent Llal)ilitic8

(a) Dofei red (axliabflitiesquet) 3 & 18.1 16.21 16.21 21.63 0.19 21.83

Cuncnt Lfabilltic8

(a)I FlnancLal Llal>ilides

(i) BorrowlnBs 285.54 285.54 000 0.00

(I) Tnde payablesDues of micro andsmallenterprlscs

Dues other thanmicroandsmallenterprises 152.34 152.34 175.43 175.43

a) other cunntl'al''llties 1.37 1,7 I.13 1.13

(c) Prowisions 15,8 15.38 I.27 I.27

(d) Current taxlLabilitie§avct) 8.92 8.92 13.61 13,61I

Total Equity and Liabilitic8 1,027.80 1,027 80 702 48 0,76 703 24

Statcmcm of RcconcuiatLon of Equity (Shareholden' funds) a8 at Slat March,2017 and lst ^prtl,2016:

Particulars Note No. A8 a, ,18tMarch,2017

I Apdsm:t2]08:6Total I!quity (Sl;areholtlcr8' Fund) as per IGAAP 548.04 489.41

Adjustmenls ori lraii8i(ion (c (nd irs :

I Falr uluation of investments 2 075

Tar effcct8 of adjìsrmeiils 5 a 18.I (0 19)

Total adjus(menLs 0.56

Total Equity (Sharcholden' Fund) as per IND AS 548.04 489.97

Effects of lp.d AS adoption on Statemen( Of Profit & Loss for the year cDded 31s( March, 2017

€®aaY

Pndculars Note No. Year cDded Slat March, 2017 a!nd of last periodprcsentcdasperlGAAV)

As per lGAAP Adjusmcnts ontransitiontolnd AS ds per (ndAS

Revenue from c.peratons 4 1,806.19 32.59 I,838.78

Other Income 2 16.80 (0.76) 16.04

Total Rcvenuc 1,822.99 31.83 1,854.82

Cos( of Mat.`rials (toosumed 1,615.82 1,615.82

Purchase for stock ln trade 55.66 55.66

Changes in inventories of Finished Goers, Work-In-Progress and Stock.in-Trade (153.90) (153 90'Excise Duty on sales or goods 4 32.59 32.59

Employee bcncfil cxpense8 5 67.04 063 67.67

Finance Costs 6.23 623

Dcprcciation & aroortLz&tion expe[ises 2766 27.66

Othc[ Expci]scs 122.37 122 37

Total Expenses 1,740.88 33.22 1,774.09

Profi( before exceptional items & tax 82.11 (I.,9) 80.73

I Exccptional JtcusI Profit before ur 82.11 (1.39) 80.73

Less Income Tax expenses

•Currei`( Tax _ 28.91 28,91

•Deferrcd Tax Z$5!!J=!! ` ,&181 (5.42) (0.36) (5.78)=FF±£perdif rd / i/ -¢t,\

58.62 (1.03) 57.60'le;REB`prLsive ii\come I *` I \'€\ 0.47 0.47

~t>lalcoLwh:`dENiveincoTnc _ `=\ r-v-,v~ /*' 58.62 (0.56) 58.07

iEE '' ` '.RE*

TRIOcHEM pRODuc'rs IIMITED

Notes to the financial 8tatemcnt8 for the year ended 31 March, 2018

Statement Of Reconciliation of total comprchcnsive income for the year ended 318[ March,2017

(R8. ill Laths|

Particulars Note No. ds at SlatMarch,2017

Net Profit after Tax prevlously pre8cnted under IGA^P 58.62

Adjus(ments on traneitlon to lnd AS (1.03)

Net ProfLt after Tax before OCI a8 per END AS 57.59

Rcclassification Of remeasuLrement of employee benefits 5 0.63

Tax effects Of edjusments 3 & 18.I (0.16)

Total rd)ustmcnts 0.47

Total Equity (Shareholdcr8' Fund) as per IND AS 58.07

Effects of lnd AS adoption on Cash Flow 8tatcment for the year ended Slat March, 2017

Particulars Note No. Year cndcd 318t March, 2017 Cnd or lan( periodprcsen(edasperIGAAP)

A8 per IGAAP Adjusmcbt8 ontrlneltlontoIndAS AS A8 per IIidAS

Cash flow from operations (648.16) (648.16)

Cash flow from Investing Acdvities '71.28 371.28

Cash flow from Financ`ng Aclivities 280.26 280.26

Net Increase/(decrease) in cash and cash cquivalcnt8 3.38 3.38

Cash and cash equnalcms at the begivning Of the year 36.77 }t,TT

Cash and cash cquivalcnts a( the cnd of the year 40.15 40.15

1 Property, Plant and Equipment and Investment property

Under the previous GAAP, Investment Propert)r, Land & Bulding Of Rs` 9.41 lakhs (I April, 2016 Rs. 9.89 lalds) was grouped under Property Plan( and

Equipment. Under lnd AS, the same is treated as Investment property under lnd AS 41 at canylng cost under previous GAAP. There rs no Impact on the Lotal

equity and profit`

lnve8tmcnts

(Jnder the prcvious GAAI', inve§tmcnt8 in mutual funds vere classified as long-term investments or current inve8tmcnts based on the in(ended holding

penod and realisabilJty. Long-ten Investments wcrc camed at cos( less provL§lon for other than temporary declunc in the value Of such in`/estmcnts. Underlnd AS, these invesments arc required to bc measured at fir value. The resulting fall value changes Of these investments have been rccognised in reulncd

earnings as at the date of transition and subsequently in the profi( or loss for the year ended 31 March 2017. This incrcascd the rctaincd carnings by Rs. 0.76

lakhs as at 31 March 2017 (1 April 2016 -Rs, 0.76 lakhs).

3 Dcferrcd Tar

Under previous GAAP, deferred (axes were recogniscd based on Profl( & loss approach I.c. tar impac( on diffcrcnce between the accoLlmng income and

taxable income. under lnd AS, dcfcrrcd tax is rccognLscd by following balance shcct approach I c. tax Lmpac( on temporary diffcrencc betvecn the carryir.gvalue of assets and ]ial)illtics in the books and their rcspective (ax base.

4 Rcvenuc from operations

Under the previous GAAP, revenue from sale of products ves presented exclusive Of excise duty. Under lnd AS, revenue from sale of gol)ds is presentedinclusivc of cxcisc duty. The cxcisc duty paid is presented on the face of the statcmcnt Of profit and loss as par( Of expcnscs. This change has rcsolted in an

increase in total revenue and (otal expenses for the year ended 31 March 2017 by Rs 32.58 lakho There is no impact on the total equity and profit

Rcmeasurcmcnt8 of post{mploymcnt benefit obligatron8

Under lnd AS, rcmeasurements i.c. actuatial galas and losscs and the rcnim on plari assct§, crduding amounts included in the lie( LntercsL expense on the

net defined benefi( liability are recognised in other comprehensive income in8tcnd of profi( or loss lJndcr the prcvioils GAAP, thcsc rcmeasurements were

forming part of the profit or loss for the year. As a result of this change, the proflt for the year ended 31 March 2017 decreased by Rs.0.63 lakhs (1 April 2016

Rs`ro.10 lakhs), There is no impac( on the total equity.

45 Fall value mcasurcncnt-

The fair valuc of Financial instrument as of March 31,2018, March 31,2017 and April I,2016 mere as follow8.-

TRI0CHEM PRODUCTS LIMITED

Notes to the financial 8tatement8 for the year ended 31 March, 2018

i (R8. in lckhs]

The manngcrnent assessed that Cash and Cash cquvalents, loans, other balances Vlth Banks, trndc rcccjvablcs, trade payal)Les and other ciirrcnt Lial]ilLdcsAsscts

approximate their carrying amounts largely due to the chort,term matunties of these instruments

46 Segment Rcportlng

The Company is engaged primarily in the business of manufac(uring and export of phamaceuticals products, Apls and chcmical§ All other activides Of the company

revolve around the main business and hence there is no rcportal)lc primary scgmcn(. A]so the Company dces not have any reportablc gcographical segment, l]ence,

disclosures pursuanL to the Indian Accoun(ing Standard 108 "Opera(ing Scgrncnt" are not applicable

47 The prcVloiis year figures have bccn rcgrouped4eclassifled, wherever necessary to confom to the currcn. presenution as per the schedule 111 Of Conipanics Act, 2013.

As per our report Of even date attached.

For Kanu Doshi Assochtcs IIPChaLr(cred Accountants

Fin Rcgi8tration No. :

'\.,lL\ùt`.Arati Parmar

Partner0\

1o4746Wwl00096

mbcwhip No.: 102888

cc: Mumbal


For and on behalf Of Board Of Directorst-ty-Malabirpra8nd S. Deora

Director @IN: 01073326)

I.+..--------I Raillu S-D{.;.if:

I)hector PIN: co312369)

88

otrf+Oc-Puran Parmar

Chief Flnanclal officer

Bbrfe`(.

company Secrctay

Fom No. SH-13

Nomination Form

[Pursuant to Section 72 of the Companies Act, 2013 and Rule 19(1) of the Companies

(Share Capital and Debentures) Rules, 2014]To

Triochcm Products Limited

4th Floor, Sanbava Chambers, Sir. P. M. Road, Fort, Mumbal 400 001

IIve the holder(s) of the securities, particulars of which are given

hercundcr, which to make nomination and do hereby nominate the following persons in whom shall vest, all the

rights in respect of such securities in the vent of my/our death.

PARTICUALRS OF THE SECURITITES (in respect ol which nominatlon is I)elng macle/ :

Nature of securities Folio No. No. of securities Certiflcatc No. Distinctive No.

(2) pARTlcuALRs OF NOMINEErs-

(a) Nanc:

a) Date of Birth:

(c) Father's / Mothcr's / Spouse's name:

(d) Occupation:

(e) Nationality:

(f) Address:

ts) E-mail Id. & Telephone No.:

th) Relationship with the security holder(s) :

(3) IN CASE OF NOMINEE IS A MONIR-

(a) Date of birth:

a) Date of attaining majority:

(c) Name of guardian:

(d) Address of guardian:

(4) pARTlculARs OF NOMINEE IN CSE MINIR NIMINEE DIEs BEFORE ATTAINING AGE OF MAjoRIrv-

(a) Name:

a) Date of Bith:(c) Father's / Mother's / Spouse's name:

(d) Occupation:

(e) Nationality:

(I) Address:

(g) E-mail ld. & Telephone No.:

(h) Relationship with the security holder(s):

(i) Relationship with the minor nominee:

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

Name and Address of Witness

gc)

Signature(s)

Signature

Form No. SH-14

Cancellation or Vndation of Nomination

[PursuanttoSub-Scction3ofSection72oftheCompanicsAct,2013andRule19(9)oftheCompanics(Share Capital and Debentures) Rules, 2014]

To


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

I/We hereby cancel the nomination(s) made by mcfus in favour of

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

I/W'e hereby nominate the following person in place of

nominee in respect of the below mentioned securities in whom shall vest all rights in respect of such securities in

the event of my / our death,

PARTICUALRS 0F THE SECURITITES (in respect of which nomination is being made) :

Nature of securities Folio No. No. of securities Ccrtificatc No. Distinctive No.

(2) pARTlcuALRs OF NOMINEErs-

(a) Name:

a) Date of Birth:

(c) Father's / Mother's / Spouse's name:

(d) Ocoupation:

(e) Nationality:

(0 .Address:

(g) E-mail ld. & Telephone No.:

a) Relationship with the security holder(s):

(3) IN CASE OF NOMINEE IS AMONIR-

(a) Date of birth:

a) Date of attaining majority:

(c) Name of guardian:

(d) Address of guardian:

(4) PARTICUIARS OF NOMINEE IN CSE MINIR NIMINEE DIES BEFORE ATTAINING AGE OF VAjoRITY-

(a) Name:

a) Date of Birth:

(c) Father's / Mother's / Spouse's name:

(d) Occupation:

(e) Nationality:

(f) Address:

a E-mall ld. & Telephone No.:

(h) Relationship with the security holder(s) :

(i) Relationship with the minor nominee:Name(s) and Address of Sccuriry holder(s)

Name and Address of Witness

Signature(s)

Signature

To,

WS. Sharex Dynamic qndia) Pvi Ltd

Unit: Triochem Products Limited

Unit-1, Luthra Industrial Premises, Safed Pool,

Andheri Kurla Road, Andheri (East), Mumbai : 400072

Phone: + 91 -22 -28515606, Fax: + 91. 22 -28512885

E-mall : sharexindia@ vsnl.com, www. sharchndia.com

t}pdatingofShareholderlnfomation

I/Wre request you to record the following information against our Folio No.:

G~hrfbrmation:Folio No. :

Name of the first named Shareholder:

PAN:*

CINAegistrationNo.:*

(applicable to Corporate Shareholder)Telephone No. with STD Code.:MobileNo.:

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

Bank Details:

IFSC; (11 dight)MICR:(9dlgit)BankAccountType:

Bank Account No: *

Nanc of the Bank:

Bank Branch Address;

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

I/W'e hereby declare that the particulars given above arc correct and complete. If the transaction is delayed because

of incomplete or incorrect information, Iove would not hold the Company / RTA responsible. IIve undertake to

inform any subsequent changes in the above particulars as and when the changes take place. IIve understand that

the above details shall be malntaincd by you till IIve hold the securities under the above mentioned Folio No.

Signature of Sole/ First holder

C\|

Triochcm Products Linited

CIN: L24249MH1972PLC015544

Registered Office: 4th Floor, Sambava Chambers, Sir P. M. Road, Fort, Mumbal -400001

Phone: 022 22665150, E.mail: [email protected], Website: www.triochemproducts.comForm No.: MGT -11

PROXY FORM

q'ursuant to Section 105(6) of the Companies Act, 2015 and

Rule 19(5) of the Companies (Management and Administration) Rules, 2014)

Rcgd. Folio No. *DP ID

No. of Shares held *DP ID

ofI / We, being the member(s)

1). Name & Address: __

Email ld:

2). Name & Address: _

Email ld:

3). Name & Address:

Email ld:

Shares of the above named Company, hereby appoint:

or failing him / herSienature

or failing him / herSianature

or failing him / herSienature

and whose signature arc appended below as my / our proxy to attend and vote for me / us and on my / our behalf

at the 46th Annual General Meeting of the Company, to bc held on Saturday, the 25th day of August, 2018 at 03.00

p.in. at 4th Floor, Sambava 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

Member's Foliopp ID-Client ID No. :

Signature of Shareholder (s)

2018

Signature of Proxy holder(s)

q2-

Affix Revenue Stamp


CIN: L24249MH1972PLC015544

Registered Office: 4th Floor, Sambava Chambers, Sir P. M. Road, Fort, Mumbai -400001

Phone: 022 22663150, E-mail: [email protected], Website: www.triochcmproducts.com

BALLOT FO"

Sr. No. Particulars Details

1. Name and Registered Address of the

SoleITirst 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 hcrcby exercise my / our vote(s) in respect of the Resolutions set out in the Notice of the Forty Six Annual

General Meeting (AGM) of the Company to be held on Saturday, August 25, 2018, by sending my / our assent or

dissent to the said Resolution by placing the tick 0 mark at the appropriate box below:

Item Resolution No. of (FOR) (AGAINST)

No. Shares I/Weassenttotheresolution I/Wedissentfromtheresolution

1. Adoption of Statement of Profit & Loss, Balance Sheet, Report of

Board of Directors and Auditors for the financial year ended 51S'

March, 2018

2. Rc-appointment of Mrs. Grace Ramu Deora as a Director.

3. Appointment of M/s KANU DOSHI AND ASSOCIATED LLP, Chartcrcd

Accountant as Statutory Auditors of the Company and fixing their

remuneration.

4. Ratification of Remuneration payable to cost auditors

5. Authorization for related pany 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 bencfit of the Members who do not have access to e-voting facility.

2. A Member can opt for only one mode of voting i.e. either through e-voting or by Ballot. If a Member casts

bybothmodcs,thenvotingdonethroughe-votingshallprevailandBallotshallbetreatedasinvalid.

q3

5. For detailed instruction on e-voting, please refer to the notes appended to the Notice of the AGM.

4. The Scrutinizer will collate the votes downloaded from the e-voting system and votes received through post to

declare the flnal result for each of the Resolution forming part of the Notice of the AGM,

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

1. Please complctc and sign the Ballot Form (no other form or photo copy thereof is permitted) and send it so as

to reach the Scrutinizer appointed by the Board of Directors of the Company, Mrs. Rigini Chokshi, Practicing

Company Secretary (Membership No.: FCS1456) at the officc of Company's Registrar & Transfer Agent.

2. The Form should be signed by the Member as per the Specimen signature registered with the

Companyoepositories. In case of joint holding, the Form should be completed and singed by the first named

Member and in histher al)sence, by the next named joint holder. A power of Attorney ¢OA) 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 permitted through proxy.

5. In case the shares are held by companies, trusts, societies, etc. the duly completed Ballot Form should be

accompanied by a certifled true copy of the rclcvant Board Resolution/Authorization.

4. Votes should be cast in case of each resolution, either in favour or against by putting the tick ® marks in the

column provided in the Ballot.

5. The voting rights of shareholders shall bc in proportion of the share held by them in the paid up equity share

capital of the company as on 17th August, 2018 and as per the Register of Members of the Company.

6. Duly completed Ballot Form should reach the Scrutinizer not later than Friday, August 24, 2018 (05.00 p.in.

IST). Ballot Form received after August 24, 2018 will be strictly treated as if the reply form the Members has

not been received.

7. A Member may request for a duplicate Ballot Form, if so required. However, duly fined in and signed

duplicate Form should reach the Scrutinizer not later than the date and time speciflcd in serial no. 6 above.

8. Unsigned, incomplete, improperly or incorrectly tick marked Ballot Forms will be rejected. A Form will also

be rejected if it is received torn, defaced or mutilated to an extent which makes it difficult for the Scrutinizer

to identify either the Member or as to whether the votes are in favour or against or if the signature cannot be

verified.

9. The decision of the Scrutinizer on the validity of the Ballot Form and any other related matter shall be final.

10. 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 bc passed on the AGM date subject to receipt of the

requisite number of votes in favour of the Resolutions.

11.The Results declared along with the Scrutinizer's Report(s) will be available on the website of the Company

(www.triochemproducts.com) and on Service Provider's website (www.cdslindia.com) and communication of

e to the BSE Limited within 48 hours from the conclusion of the AGM.

c'+


GIN: L24249MH1972PLC015544

Registered Office: 4th Floor, Sanbava Chambers, Sir P. M. Road, Fort, Mumbai -400001

Phone: 022 22665150, E.mail: [email protected] , Website: www.triochemproducts.com

Form No.: MGT -12

Polling Paper

qursuanttoSection109(5)oftheCompanicsAct,2013andRulc21(1)(c)oftheCompanicsquanagementand

Adndnistration) Rules, 2014)

Name of the Company: Triochcm Products Limited

Registered Office: 4th Floor, Sambava Chambers, Sir P. M. Road, Fort, Mumbal - 400001

GIN: L24249MH1972PLC015544

BALLOT PAPER

Sr. No. Particulars Detafls

1. Name of the First named Shareholder ¢n Block

Letters)

2. Postal address

3. Registered Folio No. / *Client ID No. (*applicable to

investors holding shares in dematcrialized form)

4. Class of Share Equity Shares

I hereby exercise my vote in respect of Ordinary / Special Resolutions cnumcratcd below by recording my assent or

dissent to the said resolution in the following manner:

No. Item No. No. of Shares I assent to the I dissent from

held by me resolution the resolution

1. Adoption of Statement of Profit and Loss, Balance Sheet,

Report of Board of Directors and Auditors for the year ended

March 31, 2018

2. Re-appointment of Mrs. Grace Ramu Deora as a Director.

3. Appointment of M/s KANU DOSHI AND ASSOCIATED LLP,

Chartered Accountant as Statutory Auditors of the Company

and fixing their remuneration.RatificationofRemunerationpayable to cost auditors

4.

5. Authorization for rclatcd party transaction u/s 188 of the

Companies Act 2013

Place:

Date: (Signature of the shareholder*)

(*as per Company records)

qs-


GIN: L24249MH1972PLC015544

Registered Office: 4th Floor, Sanbava Chanbcrs, Sir P. M. Road, Fort, Mumbal -400001

Phone: 022 22663150, E-mail: [email protected] , Website: www.triochemproducts.com

ATTENDANCE SIJP

Name of the Attending Member(s) :

SFolio No. :

DP ID No.:

Client ID No.:

No. of shares :

I hereby record my presence at the 46th ANNUAL 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 August, 2018.

Name of the attending ShareholderAroxy

Signature of the attending

Shareholder#roxy

Notes:

1) A Member / Proxyholder attending the meeting must bring the Attendance Slip to the meeting and

hand it over at the entrance duly signed.

2) A Member / Proxyholder 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

ELECTRONIC VOTING PARTICUALRS

EVSN User ID CAN / Sequence Number)

(Elcctrohic Voting Sequence Number)

NOTE: Please read the complete instructions given under the Note IThe instructions for shareholders voting

electronically) to the Notice of Annual General Meeting. The Voting time starts from August 22, 2018 from 09.00

a.in.tocndsonAugust24,2018at05.00p.in.ThevotingmoduleshanbedisabledbyCDSLforvotingthereafter

q6

Notes

a+

Notes