Sreechem Resins Ltd

TO

THE MEMBERS

Your Directors have pleasure in presenting the Twenty Second Annual Report togetherwith the Audited Accounts for the year ended 31st March 2010.

Financial Results:

OPERATIONS :

Your Directors have to report that the net sales for the year is Rs. 18.13 croresagainst last years Rs. 21.40 crores exclusive of Inter Unit Transfers of Rs.3.55 croresagainst Rs 4.18 crores last year. The profit before taxes is Rs. 13.90 lacs against Rs.12.43 lacs in Previous year. After provision for current Taxes amounting to Rs. 12.20 lacsand write back of deferred Tax Liabilities of Rs. 5.81 lacs, Net Profit amounts to Rs.7.51 lacs, against Rs.9.42 lacs last year. Adding the brought forward profit of Rs. 85.25lacs, the balance of Rs. 92.76 lacs is carried over to the next year.

In spite of revival of Indian economy the demand for the products of the companyremained subdued throughout the year resulting in lower production and sales during theyear as compared to last year. The effect of general recession of previous year continuedduring the year. However the directors expect the demand to improve for the products ofthe company during the current year and thus improve sales and production. However asreported last year your directors are of the opinion that due to planned huge investmentsboth green field as well as brown field by main steel producers, your Directors expect thedemand to improve in coming years and your company's future looks better in longer term.

DIVIDEND :

Your Directors do not recommend any dividend for the year due to inadequate profitduring the year.

PERSONNEL:

The Company does not have any employee whose particulars are required to be given undersection 217(2A) of the Companies Act, 1956 read with the companies (Particulars ofEmployees) Rules, 1975.

PUBLIC DEPOSITS :

The Company has not accepted any deposit from the public during the year.

DIRECTORS RESPONSIBILITY STATEMENT - SECTION 217 (2AA) OFTHE COMPANIES ACT, 1956

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 asamended by the Companies (Amendment) Act, 2000 with respect to Directors' ResponsibilityStatement, it is hereby confirmed.

i) that in the preparation of the annual accounts, for the financial year ended 31stMarch 2010, the applicable accounting standards had been followed along with properexplanation relating to material departures;

ii) that the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit or loss of the company for the year under review

iii) that the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularitiesand

iv) that the directors had prepared the annual accounts for the financial year ended31st March 2010 on a going concern basis

DIRECTORS

Mr Yogesh Dalmia Director retires by rotation as required under the provisions of thecompanies Act 1956 at the ensuing Annual General Meeting and being eligible offers himselffor reappointment

AUDITORS REPORT

The Auditors in their report have referred to the notes forming part of the accountsThe said notes are self explanatory and do not require further elucidation

AUDITORS

M/s R C Jhawer & Co Chartered Accountants auditors retires at the ensuing AnnualGeneral meeting and are eligible for reappointment offers themselves for re- appointmentand the Board recommends their reappointment

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

Details regarding the present energy consumption including captive generationtechnology absorption foreign exchange earning and outgo are furnished in Annexure-A asper the requirements of the Companies (Disclosure of particulars in the report of theBoard of Directors) Rules 1988

ACKNOWLEDGEMENTS

The Board wish to place on record their sincere thanks to the Employees of the Companyfor their sincere and hard work The Board also wish to place on record their sincerethanks to the Company s Bankers the ALLAHABAD BANK and convey their gratitude and thanksto the Company's esteemed share holders customers and other business associates for theirsupport

ANNEXURE 'A' TO DIRECTOR'S REPORT

Information as per Section 217(1)(e) read with Companies (Disclosure of particulars inthe report of Board of Directors) Rules 1988 and forming part of the Directors Report forthe year ended 31st March 2010

1 CONSERVATION OF ENERGY :

Company has taken various steps for conservation of energy and has installed energyefficient equipments and thereby able to minimize the energy consumption

TOTAL ENERGY CONSUMPTION AND ENERGY CONSUMPTION PER UNIT OF PRODUCTION AS PER FORM-A OFTHE ANNEXURE TO THE RULES IN RESPECT OF INDUSTRIES SPECIFIED IN THE SCHEDULED THERETO:

A. Research & Development (R & D)

a Specific areas in which R&D carried out by the Company

— New Product development

b Benefits derived as a result of above R&D

— Addition to the existing range of products

— Cost reduction

c Further plan of action

— The Company will continue to further develop the Research & Development inthe above areas and identify new areas of applications

d Expenditure on R & D

— The expenditure on R & D was incurred in developing and commercializingproducts and as such specific expenditure under this head cannot be classified

B. Technology Absorption, Adoption and Innovation :

There is no technical collaboration agreement The Company is manufacturing with thehelp of in-house developed technology The entire range of product is manufactured throughknow-how developed by the Company in-house

C. Foreign Exchange earnings and Outgo ;

(a) Company's philosophy

The Company Firmly believes in and continues to practice good Corporate Governance TheCompany's essential character is shaped by the very values of transparency,professionalism and accountability The Company continuously endeavors to improve on theseaspects on an ongoing basis

(b) Board of Directors

The present strength of board is 6 The Board of Directors comprises a ManagingDirector, a Joint Managing Director, two Executive Directors and Two Non-executiveDirectors During the year, 6 Board Meetings were held on 30 04 2009, 31 07 2009,04 082009,2910 2009, 29 01 2010 and 25 02 1010 The composition of Board of Directors and theirattendance at the meeting during the year and at the last Annual General Meeting and otherrequisite particulars are given below

(c) Audit Committee

1 Terms of reference It oversee the Company's financial reporting process anddisclosure of its financial information, to recommend the appointment of statutoryAuditors and fixation of their fees, to review and discuss with the Auditors aboutinternal control systems, the scope of audit including the observations of the Auditors,adequacy of the internal audit system, major accounting policies, practices and entries,compliances with accounting standards and listing Agreement entered into with the StockExchange and other legal requirements concerning financial statements and related partytransactions, if any, to review the Company's financial and risk management policies anddiscuss with the internal Auditors any significant findings for follow up thereon, toreview the Quarterly, Half yearly and Annual financial statements before they aresubmitted to the Board of Directors

The Committee also meets the operating management personnel and reviews the operations,new initiatives and performance of the business units Minutes of the Audit CommitteeMeetings are circulated to the Members of the Board, discussed and taken note of Thecommittee performs the functions enumerated in clause 49 of the listing agreement and sec292 A of the companies Act, 1956 The Chief of financial & Accounts section, statutoryauditors & Internal auditors are invited in its meetings

2. Composition:

The audit Committee was formed in 2002 and as on today it comprises 2 Non-executiveDirectors and 1 Executive Director. The committee met 4 times during the year and theattendance of Members at the Meeting was as follows:

Mr. P.D. Somani, Manager finance & Legal of the company is the Secretary of theCommittee.

d) Composition of Shareholders/ Investors Grievance Committee :

The committee comprises of Mr. B. M. Banerjee as Chairman and Mr. S. K. Joshi & MrVIKRAM kabra as other members. Mr. P. D. Somani, Manager Finance & Legal is thecompliance officer of the committee.

e) REMUNERATION Policy:

Except Managing Director, Joint. Managing Director and Executive Directors theremaining directors do not receive any remuneration.

REMUNERATION TO DIRECTORS :

The details of remuneration paid to all the directors during the year are given below:

Remuneration Policy

Payment of remuneration to Managing Director, Joint Managing Director, and ExecutiveDirectors is governed by the respective agreements executed between them and the company.The Board and the Shareholders approved these agreements.

(e) The Board has delegated the powers to approve transfer of the Share allotted by theCompany to a Committee of Senior Executives. The Committee held 5 Meetings during the yearand approved the transfer of the shares lodged with the Company.

(f) General Body Meetings ;

The last three Annual General Meetings were held as under;

No special resolutions were required to be put through postal ballot last year.

No special resolutions on matters requiring postal ballot are placed for shareholders'approval at this Meeting.

(g) Disclosures:

1. During the year, there were no transactions of material nature with the directors orthe management or their relatives that had potential conflict with the interest of theCompany.

2. There were no instances of non-compliance on any matter related to the capitalmarkets, during the last three years.

(h) Means of communication :

1. Quarterly Results are published in prominent daily newspapers viz. The Statesman,Orissa, The Utkal Mail.

(i) General Shareholders' Information:

1. Annual General Meeting is to be held at 10.00 A.M. ON Wednesday, the 29th September,2010 at

Regd. Office vill: Jhagarpur, Rajgangpur (Orissa).

3. Dates of book closure : From Thursday, 23rd September, 2010 to Wednesday, 29thSeptember, 2010 (both days inclusive).

4. Listing of Equity Shares at Stock Exchanges : Shares of the company are listed atAhmedabad, Bhubneshwar, Kolkata and Mumbai (BSE).

5. Registrar and Share Transfer Agent : The Registrar and Transfer Agents of SreechemResins Limited is M/s. MCS Limited located at 77/2A, Hazra Road, Kolkata-700029.

The MCS LTD acknowledges and executes transfer of securities, arranges for issue ofdividend/ warrants. The MCS LTD. also accepts, deals with, resolves complaints frominvestors.

6. Share Transfer System : The Company's shares are traded in the Stock Exchangescompulsorily in demat mode. Shares in physical mode which are lodged for transfer areprocessed and returned to the shareholders within the stipulated time. The Company adoptsthe transfer-cum - demat system to facilitate Demat of shares.

7. Distribution of shareholding as on 31st March, 2010

8. Categories of Shareholders as on 31st March. 2010 :

9 Dematerialization of shares:

As on 31st March 2010,48 62% of the Company's total shares representing 1944999 shareswere held in dematerialized form and the balance 51 38% representing 2055001 shares wereheld in paper form

10 Investors Complaints status:

During the year 2 (two) complaint for non receipt of Balance Sheet was received and wasduly cleared No request for dematerialization / Transfer was pending for Equity Shares ason 31st March 2010 All requests received for transfer, dematerializations etc were dealtwith within stipulated time limit of SE8I /SE

Investors Grievance Redressal System :

The investors grievances against the company are handled by the company's Registrar andShare Transfer Agents M/s MCS Ltd in consultation with the secretarial department of thecompany The Registrars have adequate skilled staff with professional qualifications andequipped with advanced computer systems for speedily redressal of investors grievances Thetotal process of settlement of a complaint right from its receipt to disposal is fullycomputerised to ensure timely settlement It normally takes less than 30 days from the dateof receipt of the complaint for disposal of investors grievances

Review meeting are held at least once in a month between the officials of MCS and thecompany to discuss the issue relating to share transfer and allied matters,dematerialisation or rematerialisations of shares, investors complaint status etc

Note Share-holders holding shares in electronic mode should address allcorrespondences to their respective depository participants

ISIN No for Dematerilisation of shares is INE377C01010

11 Plant Locations :

The Company's plants are located at Rajgangpur (Orissa) and Raigarh (Chhattisgarh)

12 Address for correspondence :

The Company's registered Office is situated at

Viii Jhagarpur

Post Rajgangpur-770017

(Orissa)

Shareholder correspondence should be addressed to

MCS LTD

77/2A Hazra Road

Kolkata-700029

Tel 2476-7350 to 54

Fax 91-33-2474-7674

E-mail mcscal@cal2 vsnl net in

13 The Company has adopted the following non-mandatory requirements on CorporateGovernance recommended under Clause 49 of the Listing Agreement

i) The Managing Directors Office is well equipped with required facilities maintainedby the Company for use by its non-executive Directors

ii) The financial performance of the Company is well publicized Individualcommunication of half yearly results are not sent to the shareholders

iii) The Company has not passed any resolution requiring approval of the shareholdersby postal ballot

CORPORATE GOVERNANCE :

Your Company attaches considerable importance to good corporate Governance and aspireto build investor confidence to maximize shareholders long-term value and improvedinvestor protection Pursuant to clause 49 of the listing Agreement with Stock Exchange& compliance report on Corporate Governance has been annexed as part of the AnnualReport

CERTIFICATION BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER UNDER CLAUSE 49 OFTHE LISTING AGREEMENT

To,

The Board of Directors,

Sreechem Resins Limited,

Vill: Jhagarpur,

Post: Rajgangpur-770 017

Dist: Sundargarh (Orissa)

We, S.N. Kabra, Managing Director and P, D. Somani, Manager Finance and legal ofSreechem Resins Limited, do hereby certify that:

a) We have reviewed the financial statements and the cash flow statements of theCompany for the year 2009-10 and that to the best of our knowledge and belief:

i) These statements do not contain any materially untrue statement or omit any materialfact or contain statements that might be misleading;

ii) These statements together present a true and fair view of the Company's affairs andare in compliance with existing accounting standards, applicable laws and regulations.

b) There are, to the best of our knowledge and belief, no transactions entered into bythe Company during the year which are fraudulent, illegal or violative of the Company'scode of conduct.

c) We accept responsibility for establishing and maintaining internal controls forfinancial reporting and that we have evaluated the effectiveness of internal controlsystems of the Company pertaining to financial reporting and we have disclosed to theauditors and the audit committee, deficiencies in the design or operation of such internalcontrols, if any, of which we are aware and the steps we have taken or propose to take torectify these deficiencies.

d) We have indicated wherever applicable to the auditors and audit committee:

i) significant changes in internal control over financial reporting, if any during theyear;

ii) significant changes in accounting polices during the year and that the same havebeen disclosed in the notes to the financial statements; and instances of significantfraud of which we have become aware and the involvement therein,

iii) if any, of the management or any employee having a significant role in thecompany's internal control system, over financial reporting.