AFFLUENCE

DIRECTOR'S REPORTS

TO

THE MEMBERS

Your Directors have pleasure in presenting the Fiftieth Annual Report together with the Audited Financial Statements of the Company for the financial year ended 31st March, 2016.

2. AMOUNT TO BE TRANSFERRED TO GENERAL RESERVE:

Your Board of Directors have decided to transfer a sum of Rs.3,00,00,000/- to General Reserve, constituting to 14.10% of Profits.

3. DIVIDEND:

Your Directors have recommended a dividend of Rs.7.50/- (i.e. 75%) per equity share of Rs.10/- on the Equity Share Capital of Rs.587.20 lakhs for the year ended 31st March, 2016 (Previous Year [PY]: 50%, i.e. Rs.5/-).

The dividend will be paid to members whose names appear in the Register of Members as on 29th July, 2016 and, in respect of shares in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date

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

1. The net sale (excluding Excise Duty) of the Company for the year under review is Rs.278.34 Crores as compared to Rs.257.38 Crores in the previous year, an increase of 8.15%.

2. Exports registered Rs.180.26 Crores (PY: Rs.161.50 Crores) an increase of 11.62%, and domestic sale registered Rs.98.07 Crores (PY: Rs.95.88 Crores), an increase of 2.3%.

3. During the financial year 2015-2016, the Company registered net profit of Rs.21.28 Crores as against net profit of Rs.11.05 Crores in the previous year, an increase of 92.5%.

Performance in the year 2015-2016, improved over the previous year due to various factors including aggressive marketing and sales efforts, maintaining quality, delivery, services and EHS Standards to remain the preferred supplier.

Your Company has been continually taking several initiatives aimed at improving efficiencies.

5. OUTLOOK:

We expect the business conditions to remain stable for your Company expecting a moderate growth in volumes in the year 2016­2017.

However, the world markets are uncertain at present and many countries are facing major economic issues affecting their growth in the year 2016-2017. In such a situation, your Company is planning such steps and strategies, keeping in view the various applications of the Company's products, that can help to mitigate impact of negative events in the world economy.

The key drivers to growth in today's scenario would be higher operating efficiency, sustainability, customer satisfaction, improving capabilities and market share, expanding product mix and exploring newer markets. It would also be important to have an excellent EHS record.

The Company is also making substantial investments in new plants and facilities to capture the potential for growth in the coming years.

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

The Company's existing Integrated Management System is accredited with QMS ISO 9001: 2008, EMS ISO 14001:2004 and BS OHSAS 18001: 2007 certification by TUV NORD - a certification agency. The Company is totally committed to ensure protection of the environment and maintenance of biodiversity. The Company has been taking several initiatives to achieve this goal.

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

7. SUBSIDIARY COMPANIES:

Transpek Industry (Europe) Limited ('TIEL') is a wholly owned subsidiary of the Company and, during the year under review, it has continued to provide services to some of the Indian companies under REACH regulations. The expenses incurred during the year are apportioned to and recovered from Transpek Industry Limited, the holding company and other participating companies resulting in there being no profit and no loss.

8. DISCLOSURE UNDER THE COMPANIES ACT, 2013 ('the Act'):

Information given below is pursuant to various disclosure requirements prescribed under the Companies Act, 2013 (hereinafter 'the Act') and the rules thereunder, to the extent applicable to the Company. Some of the disclosures have been included in appropriate places in the Corporate Governance Report as prescribed under the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 [hereinafter 'SEBI (LODR) Regulations'] which is a part of the Annual Report.

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

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

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

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

c) REMUNERATION POLICY AND INFORMATION REGARDING REMUNERATION:

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

d) PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

During the year under review, your Company has not directly or indirectly -

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

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

c) acquired by way of subscription, purchase or otherwise, the securities of any other body corporate.

e) RELATED PARTY TRANSACTIONS:

During the year under review, all the Related Party Transactions were in the ordinary course of the business and on an arm's length basis. Those transactions were placed before the Audit Committee of Directors for prior approval in the form of omnibus approval as provided in SEBI (LODR) Regulations.

Also, during the year, transactions with M/s. Anshul Life Sciences, a related party of the Company were material related party transactions as per Regulation 23 of the SEBI (LODR) Regulations, but in the ordinary course of business and on an arm's length basis as per Section 188(1) of the Act. Approval of the shareholders was obtained pursuant to Clause 49(VII) of the Listing Agreement at the 49th Annual General Meeting of the Company held on 21.09.2015 for a period of three years w.e.f. 01.10.2015 to 30.09.2018. Details relating to those transactions have been mentioned in Annexure form AOC - 2 pursuant to clause (h) of sub-section (3) of section 134 of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, attached as Annexure - IV, to this report.

During the year under review, the Board of Directors have revised the existing Related Party Transactions Policy in line with the recently introduced SEBI (LODR) Regulations and Companies (Meetings of Board and its Powers) Second Amendment Rules, 2015.

The revised policy on materiality of related party transactions etc. as approved by the Board is placed on the Company's website on the link: www.transpek.com

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

f) RISK MANAGEMENT:

Pursuant to the provisions of section 134(3)(m) of the Act and Regulation 21 of SEBI (LODR) Regulations, the Company has formulated a policy to identify and evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage.

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

Although the Company is not mandatorily required to constitute a Risk Management Committee, it has constituted such a Committee to monitor and review the Risk Management Plan of the Company, comprising of the following:

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

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

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

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

Pursuant to the provisions of the Act and Regulation 17 of SEBI (LODR) Regulations, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as of the working of its Audit, Nomination & Remuneration and other Committees of the Board. The manner in which the evaluation has been carried out has been explained in the 'Corporate Governance Report'.

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

There were no material changes and commitments that have affected the financial position of the Company which have occurred between the financial year ended on 31.03.2016 and the report dated 24.05.2016.

i) ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

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

j) CORPORATE SOCIAL RESPONSIBILITY:

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

These projects and activities are in compliance with Schedule VII of the Act.

In the field of education, your Company continued to impart basic computer literacy to students of several primary schools situated in the vicinity of the Company's factory premises. Your Company has installed an educational software viz. 'Learning Delight' in those primary schools, as a result of which, 5220 students studying in Stds. I to VIII were imparted education during the year.

During the year, your Company provided support to Shroffs Foundation Trust (SFT), running a fully equipped Mobile Medical Unit for providing medical services in the tribal area of Chhotaudepur district. Through this support, several health issues of tribal residents of Chhotaudepur have been attended to and resolved.

Also, your Company continues to make substantial contribution in the upgradation of training facilities at the Industrial Training Institute (ITI) at Padra and by conducting short term courses on plumbing and wiring for the inmates of the Vadodara Central Jail in order to enable them to earn their livelihoods in a dignified manner after their release from jail.

In addition to the CSR activities that the Company undertakes, the employees are also motivated to render social services. They have been donating blood regularly and also contributing one day salary (matched by equivalent contribution by the Company) towards expenditure on rural sanitation. Toilets were built for 38 families and 4 toilets were built in primary schools in the vicinity of the Company's factory premises.

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

k) PARTICULARS OF EMPLOYEES:

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

l) SECRETARIAL AUDITOR AND SECRETARIAL AUDITOR'S REPORT:

Pursuant to the provisions of Section 204 of the Act and the Rules made thereunder, the Board of Directors has appointed Shri Vijay L. Vyas, Practising Company Secretary (FCS: 1602; CP No. 13175), Vadodara, as the Secretarial Auditor of the Company to conduct Secretarial Audit for the year ended 31st March, 2016. The Secretarial Auditor has submitted his Report on Secretarial Audit conducted by him which is annexed to this report as 'Annexure - VII'. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Shri Ashwin C. Shroff, Director and Non-Executive Chairman of the Company will retire by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment. The Directors recommend his re-appointment.

Shri Atul G. Shroff is the Managing Director and Shri Bimal V Mehta is the Executive Director of the Company. Shri Ashok P Shah, is the Vice President and Chief Financial Officer of the Company as required under section 203 of the Act. During the year under review, your Board of Directors appointed Shri Alak D. Vyas as 'Company Secretary'as required under section 203 of the Act and designated as Dy. Company Secretary and Compliance Officer of the Company w.e.f. 1st June, 2015.

10. DIRECTORS' RESPONSIBILITY STATEMENT:

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

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

b) the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

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

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

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

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

11. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Act as well as under Regulation 25 of SEBI (LODR) Regulations.

12. CORPORATE GOVERNANCE:

A separate report on Corporate Governance as required under Regulation 34 of the SEBI (LODR) Regulations, 2015 is included in this Report along with a certificate of the Auditor confirming its compliance with the conditions of Corporate Governance stipulated under the said Regulation.

13. AUDITORS AND AUDITORS' REPORT:

a) STATUTORY AUDITORS:

The members of the Company had, at their 49th Annual General Meeting held on 21st September, 2015, appointed M/s. CNK & Associates, LLP Chartered Accountants, Vadodara, as Statutory Auditors of the Company for a period of five years i.e. from the conclusion of the 49th Annual General Meeting upto the conclusion of the 54th Annual General Meeting as prescribed under Section 139(2) of the Act and relevant rules framed thereunder, subject to their appointment being ratified every year by the members of the Company.

Accordingly, M/s. CNK & Associates, LLP Chartered Accountants, Vadodara have given a letter to the Company certifying that their appointment as Auditors would be in conformity with the limits specified in Section 139(2) of the Act, for ratifying their appointment as Statutory Auditors for the financial year 2016-2017.

The Company has placed the matter of ratification of their appointment as Statutory Auditors of the Company for the financial year 2016-2017 for the approval of the members at this Annual General Meeting.

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

b) COST AUDIT COMPLIANCE:

The Board has appointed M/s. Y.S.Thakar & Co., Cost Accountants, as the Cost Auditors for conducting cost audit of cost records of the Company for the Financial Year 2016-2017.

Pursuant to Section 209(1)(d) of the Companies Act, 1956, Cost Audit Report for the financial year ended 31st March, 2015 was submitted to the Central Government on 27th July, 2015.

14. DISCLOSURES:

a) AUDIT COMMITTEE:

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

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

More details about all the Committees of Directors are given in the Corporate Governance Report.

b) MEETINGS OF THE BOARD:

During the year under review 6 Board meetings were held. For further details, please refer to the Report on Corporate Governance.

c) VIGIL MECHANISM:

The Company has a Whistle Blower Policy to report genuine concerns or grievance. The Whistle Blower Policy has been posted on the website of the Company - <http://www.transpek.com/pdf/whistle-blower-policy.pdf>

15. CHANGE IN THE NATURE OF BUSINESS:

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

16. FIXED DEPOSITS:

During the year under review, your Company has accepted deposits amounting to Rs.5,00,36,000/-. The deposits that remained unpaid or unclaimed as at 31.03.2016 amount to Rs.6,19,000/-. The Company has written reminders to the Depositors to take appropriate action in this regard.

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

17. STOCK EXCHANGE:

The Company's equity shares are listed on the BSE Limited and the Listing Fees of the Company for the Financial Year 2015­2016 have been paid. The address of the said Exchange is as under:

BSE Limited:

Phiroze Jeejeebhoy Towers,

Dalal Street, Fort, Mumbai - 400 001.

Scrip ID: 'transpek'; Scrip Code: 506687; Group: ^XÇ; ISIN: INE687A01016

18. HEALTH CARE AND WELFARE OF EMPLOYEES:

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

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

a high performance work force. The Company also rewards exemplary performances of employees.

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

The Company has been employing a number of women in various cadres. It has put in place a Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An internal committee of women employees is also set up to redress complaints received which are monitored by women supervisors who are fully aware of the Policy and redressal mechanism. All employees of the Company, those of contractors as well as trainees are covered under this Policy. No complaint was received from any employee during the financial year 2015-2016 and hence no complaint is outstanding as on 31.03.2016 for redressal.

20. MANAGEMENT DISCUSSION AND ANALYSIS:

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

ACKNOWLEDGEMENTS:

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

BY ORDER OF THE BOARD

A. C. SHROFF

CHAIRMAN

PLACE: Vadodara

DATED: 14.06.2016