Shentracon Chemicals Ltd

Dear members,

Your Directors are pleased to present the 19^th Annual Report and Statementof Accounts of your Company, for the year ended on 31^st March 2012.

FINANCIAL RESULTS:

DIVIDEND

As the company did not incur any profit during the F.Y. 2011-12, your directors do notrecommend a dividend for the year under review ended on March 31, 2012.

OPERATIONS

As you know that due to uneconomical condition and technical unavailability, theproduction in chemical plant was shut down since long period and the board of directorsresolved to close the company's main business of chemical. The management also disposedoff the existing chemical Plant & Machineries and Electrical appurtenant thereto onblock basis and transferred the same from Fixed Assets to Current Assets, as the same arenow meant for disposal off. We are currently negotiating with a few parties in thisregard.

We are earning income by renting out a portion of factory building. The management isseriously considering the revival of the Company. Many alternate business plans includingenhancement of net worth are under consideration. The management is hopeful of revivingthe Company.

DIRECTORS

Sri. Tarun Mondal and & Sri. Pijush Mondal, Directors of the Company retire byrotation at the ensuing Annual General Meeting and being eligible offer themselves forre-appointment. Your Directors recommend their appointment.

AUDITORS AND AUDITOR'S REPORT

M/s K. P. Jhawar & Co., Chartered Accountants, who are the Statutory Auditors ofthe Company, hold office until the conclusion of ensuing Annual General Meeting and areeligible for reappointment. The Company has received letter from them to the effect thattheir reappointment, if made, would be within the prescribed limits under Section 224 (1B)of the Companies Act, 1956 and that they are not disqualified for reappointment within themeaning of Section 226 of the said Act. The Notes on Accounts referred to in the Auditor'sReport are self-explanatory and give complete information.

PUBLIC DEPOSITS:

The Company has not accepted any deposit within the meaning of section 58A of theCompanies Act, 1956 and the Rules made there under.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act 1956, withrespect to Directors' Responsibility Statement. Your Directors confirm :

1. that in the preparation of Annual Accounts, the applicable accounting standards havebeen followed ;

2. that the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of financialyear ended March 31,2012 and of the loss of the Company for the year.

3. that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act,1956for safeguarding of the assets of the Company and for preventing and detecting fraud andother irregularities;

4. That the Directors have prepared the Annual Accounts on a going concerns basis.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS:

A separate section on Corporate Governance and management discussion and analysisforming part of the Directors' Report and the certificate from the Company's auditorsconfirming the compliance of conditions as stipulated in Clause 49 of the listingagreement is annexed hereto.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPOTION & FOREIGN EXCHANGE EARNINGS ANDOUTGO:

Information as required under section 217(1)(e) of the Companies Act, 1956 read withthe

Companies(Disclosure of particulars in the Report of Board of Directors) Rules,1988 isgiven in the Annexure and forms part of this report.

PARTICULARS OF EMPLOYESS:

As required by the provisions of Section 217(2A) of the Companies Act, 1956 read withthe Companies (Particulars of Employees) Rule, 1975 as amended, the particulars are notgiven as the same is not attracted in the case of any person employed by the Company.

ACKNOWLEDGEMENT :

Your Company and its Directors wish to sincerely thank the various Govt. Departmentsfor their support and co-operation extended to the Company.

Your Directors also sincerely thank the Shareholders for the confidence reposed by themin the Company and seek their continuous support and co-operation in future also.

EARNING AND OUT GO:

a) Conservation of Energy:

The Company's production at present is under suspension and therefore no power isconsumed at the factory.

b) Technology Absorption:

The Company's factory at Dankuni is under suspension of work therefore TechnologyAbsorption is not applicable.

c) Foreign Exchange Earning and Outgo:

A) Activities relating to Export/initiatives taken to increase exports &Development of New Export market for products and services and Export plans:

At present the Company has no production and sales so matter will be considered onlyafter restart of production.

B) Total Foreign Exchange used and earned:

on behalf of the Board

SHENTRACON CHEMICALS LTD.