shreyas intermediates ltd share price share price Directors report

To,

The Members of

SHREYAS INTERMEDIATES LIMITED

Your Directors presents the 34 h Annual Report together with the Audited Financial Statements for the year ended 31st March, 2023.

FINANCIAL RESULTS:

The Companys financial performance for the year ended 31st March, 2023 is summarized below:

(Rs. in Lakhs)

Particulars	FY 2022-23	FY 2021-22
Total Turnover & Other Income	58.84	54.27
Less : Manufacturing and Other Expenses	40.58	19.21
Profit / (Loss) before interest and Depreciation	18.26	35.06
Less : Finance Costs (Interest)	4.47	0.003
Profit / (Loss) after Interest	13.79	35.06
Less : Depreciation and Misc. Expenses written off	170.50	170.50
Net Profit / (Loss) before Extra-Ordinary Items	(156.71)	(135.43)
Less : Exceptional Items	NIL	NIL
Net Profit / (Loss) Before Tax	(156.71)	(135.43)
Add / Less: Provision for Tax (including Deferred Tax)	NIL	NIL
Profit/(Loss) after tax	(156.71)	(135.43)
Earnings Per Share (EPS)	(0.22)	(-)0.19

REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

The total revenue including other income of the Company during the year was Rs. 58.84 Lakhs (Previous Year Rs. 54.27 Lakhs). The Company has incurred a Loss after Tax of Rs.156.71 Lakhs (Previous Year Loss of Rs. 135.43 Lakhs).

DIVIDEND:

In view of the losses, your Directors do not recommend any dividend for the year under review.

RESERVES:

The Company has not transferred any amount to General Reserve.

CHANGE IN NATURE OF BUSINESS:

The Company is engaged in the business of manufacturing of Pigments and Pigment Intermediates. There was no change in the nature of business activities of the Company during the year under review.

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this report except the following:

1. Open offer: Krish Pharma Speciality Pvt Ltd had made an open offer for the acquisition of upto 61,20,405 equity shares of the company by making a public announcement on March 17, 2022 and the same has been closed on July 11, 2022. Accordingly, Krish pharma had acquired 200 shares tendered in the open offer.

2. Listing of new securities: 5,47,50,000 Equity Shares of Rs. 10/- each issued pursuant to the Scheme of Compromise/Arrangement between Shreyas Intermediates Ltd. and their Shareholders and Secured Creditors are listed and permitted for trading on stock exchange with effect from November 16, 2022. These shares are ranking pari-passu with the existing equity shares of the company.

3. Change of RTA: The company has Changes its Registrar and Share Transfer Agent from M/s. Link Intime India Private Limited (Old RTA) to M/s. Skyline Financial Services Private Limited (New RTA) vide agreement between Company and New RTA dated 19th January, 2023. The electronic connectivity of Depositories i.e National Securities Depository Limited (NSDL) and Central Depository Services (India) (CDSL) has been shifted w.e.f. 19th January, 2023.

SCHEME OF COMPROMISE/ARRANGEMENT

During the year under review there is no such order passed with respect to scheme of compromise or arrangement.

SHARE CAPITAL:

There were no changes in the authorized capital & the paid up share capital during the year, however, there has been increase in authorized share capital between the end of the financial year and the date of this report as below: On the Extra Ordinary General Meeting held on 04th April, 2023, the members approved by passing ordinary resolution, increase in authorized share capital from Rs. 75,00,00,000/- (Rupees Seventy Five Crores Only) consisting of 7,10,00,000 (Seven Crore Ten Lakh) Equity Shares of Rs. 10/- (Rupees Ten Only) each and Rs. 4,00,00,000/- (Rs. Four Crores Only) consisting of 40,00,000 Redeemable Preference shares of Rs. 10/- each to Rs. 91,00,00,000/- (Rupees Ninety One Crore only) consisting of 87,00,00,000 (Rupees Eighty Seven Crore only) consisting of 8,70,00,000 (Eight Crore Seventy Lakhs Equity Shares of Rs 10/- (Rupees Ten Only) each ranking Pari Passu in all respect with the existing shares of the Company and 40,00,000 (Forty Lakh) Redeemable Preference shares of Rs.10/- each.

However, the same was not pursued forward by the Company.

SUBIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES: The Company does not have any subsidiary and joint venture.

Details of Associate Company:

Kesar Petroproducts Limited by virtue of holding voting power of 37.05% in the Company.

DEPOSITS:

During the year under review, the Company has not accepted or renewed any deposits within the meaning of Section 73 and 76 of the Companies Act 2013 read with the Companies (Acceptance deposits Rules), 2014. There was no deposit which remained unclaimed and unpaid at the end of the year.

EXTRACT OF ANNUAL RETURN:

In accordance with the Companies Act, 2013, the annual return in the prescribed format is available at URL: http://www.shreyasintermediates.co.in/services.html

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Name	Designation	Appointment/ Resignation/ Change in Designation	Date of Event
Snehlata Dinesh Sharma	Non-Executive - Non Independent Director	Resignation	19-04-2022
Dinesh Shankarlal Sharma	Non-Executive - Non Independent Director	Appointment	25-04-2022
Govind Krishna Sharma.	Non-Executive - Non Independent Director	Demise	15-08-2022
Nainesh Sumanti Rai Desai	Non-Executive - Non Independent Director	Appointment	12-11-2022

After the end of year no changes took place in Composition of board.

Mr. Dinesh Shankarlal Sharma (DIN: 01231046), retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

Except the above, there was no change in the Directors and Key Managerial Personnel of the Company.

COMPOSITION OF BOARD AND STATUTORY COMMITTEES

The Composition of the Board and Statutory Committees thereof along with other details are given in the Corporate Governance Report.

NUMBER OF BOARD MEETINGS HELD DURING THE YEAR

The Board met 9(Nine) times during the year. The details of the meetings are given in the Corporate Governance Report. The intervening gap between the two meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DECLARATION OF INDEPENDENT DIRECTORS:

The Independent Directors of the Company have given the requisite declaration pursuant to Section 149(7) of the Companies Act, 2013 to the effect that they meet the criteria of independence as provided in Section 149(6) of the Act.

FORMAL ANNUAL EVALUATION:

The Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES: The Board, on the recommendation of the Nomination and Remuneration Committee of the Company, has framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

The policy on remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which is a part of this report and is also available on the Companys website at http://www.shreyasintermediates.co.in/

The Salient features of the Remuneration Policy are:

(1) Preface (2) Commencement (3) Definitions (4) Purpose (5) Principles of Remuneration (6) Nomination and Remuneration Committee (7) Selection and appointment of the Board Members (8) Process for evaluation (9) Publication

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Board hereby confirms 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 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 fair view of the state of affairs of the company as at 31st March 2023 and of the loss of the company for period ended on that date;

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

(d) The directors have prepared the annual accounts on a going concern basis;

(e) The directors have 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013: As on 31st March 2023, the company have secured loans and borrowings of INR 7,73,73,991/- from Kesar Petroproducts Limited under Section 186 of the Companies Act, 2013 during the year under review. Particulars of investments made under Section 186 of the Companies, Act, 2013 are mentioned in notes to accounts in Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES PURSUANT TO SECTION 188(1) OF THE COMPANIES ACT, 2013: There were no contracts or arrangements or transactions with any related parties which could be considered material in accordance with the policy of the Company during the year under review. Hence, the Company is not required to disclose details of the related party transactions in Form AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

PARTICULARS OF EMPLOYEES:

There was no employee who was employed throughout the year and in receipt of remuneration aggregating to Rs. 1,02,00,000/- p.a. or more or who was employed for part of the year and in receipt of remuneration aggregating to Rs.8,50,000/- p.m. or more.

PARTICULARS AS PER RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

The details related to employees and their remuneration as required under Section 197(12) of the Companies Act, 2013and Rule 5(1) and 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are mentioned in Annexure ‘I to this Boards Report.

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

(A) Conservation of energy-

(i) the steps taken or impact on conservation of energy;	NIL
(ii) the steps taken by the company for utilizing alternate sources of energy;	Exploring the possibility of power generation through sulphuric acid.
(iii) the capital investment on energy conservation equipment.	NIL

(B) Technology absorption-

(i) the efforts made towards technology absorption;	NIL
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution;	NIL
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-	NIL
(a) the details of technology imported;
(b) the year of import;
(c) whether the technology been fully absorbed;
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and
(iv) the expenditure incurred on Research and Development.	NIL

(C) Foreign exchange earnings and outgo-

The Foreign Exchange earned in terms of actual inflows during the year;	NIL
The Foreign Exchange outgo during the year in terms of actual outflows.	NIL

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:

There was no order passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have bearing on companys operations in future.

INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS: The Company has in place proper and adequate internal control system, commensurate with the size, scale and complexity of its operations. The Company monitors and evaluates the efficacy and adequacy of internal control system, its compliance with operating systems, accounting procedures and policies.

VIGIL MECHANISM POLICY:

The Company has a Vigil Mechanism policy to deal with instance of fraud and mismanagement, if any. The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in the exceptional cases. The details of the Vigil Mechanism Policy is explained in the Corporate Governance Report and also posted on the website of the Company. We affirm that during the financial year 2022-23, no employee or director was denied access to the Audit Committee.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY: The Company has laid down a well-defined Risk Management Policy covering the risk mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitoring of both business and non-business risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION ANALYSIS REPORT: Pursuant to Regulation 34(3) and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the following have been made a part of the Annual Report and are attached to this report:

Management Discussion and Analysis Report - ‘Annexure II

Corporate Governance Report - ‘Annexure III

Declaration by Whole-time Director affirming with the compliance of the code of conduct of Board of Directors and Senior Management -‘Annexure IV

Practicing Company Secretarys Certificate under sub-para 10(i) of Part C of Schedule V of SEBI (LODR), Regulations, 2015 ‘Annexure V

Auditors Certificate regarding compliance of conditions of Corporate Governance -‘Annexure VI

STATUTORY AUDITORS:

M/s. A. Sachdev Co., Chartered Accountants, Mumbai having Firm Regn. No.:001307C was appointed as the statutory auditors of the Company at the previous annual general meeting of the Company, for a period of five years commencing from financial year 2017-18.

The Board has recommended the re-appointment of M/s. A. Sachdev Co., Chartered Accountants, Mumbai having Firm Regn. No.:001307C as the statutory auditors of the Company, for a second term of five consecutive years, from the conclusion of the Thirty Third Annual General Meeting scheduled held in the year 2022 till the conclusion of the thirty Seventh Annual General Meeting to be held in the year 2027, for approval of shareholders of the Company, based on the recommendation of the Audit Committee.

INTERNAL AUDITORS:

The board has proposed appointment of M/s. ATJ & Co LLP, Chartered Accountants (having FRN:

113553W/W100314) as an Internal Auditor of the Company for the financial year 2022-23 in place of M/s. Sayeed Khan & Associates, Chartered Accountants, Mumbai as Internal Auditors. The Internal Auditors will monitor and evaluate the efficiency and adequacy of internal control systems in the Company, its compliances with operating systems, accounting procedures and policies at all locations of the Company and reports the same on quarterly basis to the Audit Committee.

SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Pankaj Desai & Associates, Company Secretaries, Mumbai to undertake the Secretarial Audit and Secretarial Compliance of the Company. The Secretarial Audit Report and the Secretarial Compliance Certificate are attached herewith and marked as ‘Annexure VII respectively.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There were no qualifications, reservations or adverse remarks made by the Statutory Auditors in their reports.

There were no qualifications, reservations or adverse remarks made by the Secretarial Auditors in the Secretarial Compliance Report however following observation were made by the Secretarial Auditor.

1. The shareholding of Promoters in the Company is not fully in dematerialized form in terms of Regulation 31(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. - The Company is in process of dematerializing the same.

CORPORATE SOCIAL RESPONSIBILITY:

The provision of Section 135 of the Companies Act, 2013 with respect to the Corporate Social Responsibility are not applicable to the Company. The brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in ‘Annexure VIII of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. This Policy is available on the Companys website at: http://www.shreyasintermediates.co.in/services.html

INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITON AND REDRESSAL) ACT, 2013.

Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Is not applicable as company do not have any employees during the year.

ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companys activities during the year under review.

Your Directors also acknowledge gratefully the support and confidence reposed by the shareholders of the Company.

By Order of the Board of Directors
For SHREYAS INTERMEDIATES LIMITED
Sd/-	Sd/-	Sd/-	Sd/-
Surya Prakash Pandey	Dinesh Sharma	Bhavesh Gondaliya	Hariprakash Bohra
Whole Time Director	Director	Company Secretary	CFO (KMP)
(DIN: 01898839)	(DIN: 01231046)
Place: Mumbai
Date: 11th August, 2023