Shreyas Intermediates Ltd Directors Report.

To,

The Members

Your Directors presents the 29th Annual Report together with the Audited Financial Statements for the year ended 31st March, 2018.

FINANCIAL RESULTS:

The Companys financial performance for the year ended 31st March, 2018 is summarized below:

(Rs. in Lakhs)
Particulars 2017-18 2016-17
Total Turnover & Other Income 113.65 170.82
Less : Manufacturing and Other Expenses 36.68 48.53
Profit / (Loss) before interest and Depreciation 76.97 122.29
Less : Interest 0.05 1.37
Profit / (Loss) after Interest 76.92 120.92
Less : Depreciation and Misc. Expenses written off 405.94 405.94
Net Profit / (Loss) before Extra-Ordinary Items (329.02) (285.02)
Less : Extra-Ordinary Items - -
Net Profit / (Loss) Before Tax (329.02) (285.02)
Add / Less: Provision for Tax (including Deferred Tax) - 89.89
Profit/(Loss) after tax (329.02) (195.13)
Balance Profit/(Loss) brought forward from Previous Year (9139.14) (8944.00)
Balance profit / (Loss) carried to balance Sheet (9468.16) (9139.14)

REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

The total revenue including other income of the Company during the year was Rs. 113.68 Lakhs (Previous Year - Rs. 170.82 Lakhs). The Company has incurred a loss after tax of Rs. 329.02 Lakhs (Previous Year - Loss of Rs. 195.13 Lacs).

DIVIDEND:

In view of carry forward 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.

SCHEME OF ARRANGEMENT/COMPROMISE:

The Company, at its Board Meeting held on 9th February, 2017, approved a Scheme of Arrangement/Compromise with its Secured Creditors and Preference Shareholders. The Company has applied for Observation/No Objection Letter from Bombay Stock Exchange (BSE) pursuant to Regulation 37 of SEBI (Listing Obligations and Disclosure Requirements) Regulations. 2015. BSE, vide Observation Letter dated 4th August, 2017, has convened that it has no adverse observations so as to enable the Company to le the Scheme with Honble NCLT, Mumbai. The Company had led an application before the National Company Law Tribunal. According to the directions from National Company Law Tribunal, the meetings of the equity shareholders, preference shareholders and secured creditors were convened and the resolution mentioned in the Notice dated 2nd December, 2017 for approval of Scheme of Arrangement/Compromise was passed. National Company Law Tribunal had fixed 15th June, 2018 as the date for hearing of the petition which was adjourned to 27th July, 2018 and the Scheme was approved by the National Company Law Tribunal on 27th July, 2018. The Copy of the Order of Honble National Company Law Tribunal is awaited.

SHARE CAPITAL:

There were no changes in the authorized or paid up share capital of the Company during the year.

SUBIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any subsidiary, joint venture and associate 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:

An extract of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is attached herewith and marked as Annexure I.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mrs. Neelam Y. Arora was appointed as an Additional Director by the Board of Directors pursuant to Section 161 of the Companies Act, 2013 to hold office as such Director w.e.f 6th April, 2017 until the date of 28th Annual General Meeting. She was appointed as a Non-Executive Independent Director at 28th Annual General Meeting.

Mr. Dinesh Chaturvedi was appointed, subject to approval of the members at their general meeting, as a Whole-Time Director for a period of 3 years from 30th May, 2017 to 29th May, 2020 by the Board of Directors at its meeting held on 30th May, 2017. His appointed as Whole-Time Director was approved by the members at 28th Annual General Meeting.

As per Section 152(6) of the Companies Act, 2013 Mr. Dinesh Chaturvedi retires by rotation and being eligible offers himself for re-appointment as the Director of the Company.

Ms. Shruti D. Sharma ceased to be Director of the Company w.e.f. 6th April, 2017. The Board of Directors placed on record its appreciation for her association with the Company and for her valuable services and guidance.

Other than stated 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 alongwith other details are given in the Corporate Governance Report.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

The Board met 7 (Seven) 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 Salient features of the Remuneration Policy are:

The Remuneration Policy of the Company is divided into the following headings and the entire policy is available on the website of the Company www.shreyasintermediates.co.in.

1. Preface

2. Commencement

3. De nitions

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 con rms 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 2018 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:

There were no loans and guarantees made by the Company under Section 186 of the Companies Act, 2013 during the year under review.

Following are the particulars of investments made under Section 186 of the Companies, Act, 2013 of the Company: Investments made:

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 II 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)-
(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 NIL
(iv) the expenditure incurred on Research and Development. NIL
( c) Foreign exchange earnings and outgo-
The Foreign Exchange earned in terms of actual in ows during the year; NIL
The Foreign Exchange outgo during the year in terms of actual out ows. 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 ef cacy 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 af rm that during the financial year 2017-18, 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-de ned 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 III

• Corporate Governance Report - Annexure IV

• Declaration by Whole-timeDirector af rming with the compliance of the code of conduct of Board of Directors and Senior Management -Annexure V

• Auditors Certi cate regarding compliance of conditions of Corporate Governance -Annexure VII

STATUTORY AUDITORS:

M/s. A. Sachdev Co., Chartered Accounts, Mumbai were 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 first proviso to Section 139(1) of the Companies Act, 2013 wherein the company was required to place the matter relating to rati cation of appointment of Statutory Auditors, done under Section 139(1) of the Companies Act, 2013, by members at every annual general meeting is omitted w.e.f 7th May, 2018 vide the Companies (Amendment) Act, 2017. Hence, no resolution for rati cation of appointment of M/s. A. Sachdev & Co., the statutory auditors of the Company is required.

INTERNAL AUDITORS:

The Company has appointed M/s. K.P.Kapadia & Co., Chartered Accountants, Mumbai as Internal Auditors. The Internal Auditors monitor and evaluate the ef ciency 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. Mahesh Kandoi& Associates, Company Secretaries, Mumbai to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is attached herewith and marked as Annexure VI.

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 quali cations, reservations or adverse remarks made by the Statutory Auditors in their reports.

With respect to observation made by Secretarial Auditor in his report, we would like to state that:

a) The website of the Company does not have all the mandatory disclosures- The Company is in process of updating its website.

b) As required under Section 203 of the Companies Act, 2013, the Company has not appointed Company Secretary and has not appointed company secretary as Compliance Of cer as required under Regulation 6 of the SEBI (Listing Obligations and Disclosure Requirements), 2015 - The Company is looking for suitable candidate to appoint as Company Secretary and Compliance Of cer of the Company.

c) Promoters 100% shareholding is not in dematerialized form in terms of SEBI(Listing Obligations and Disclosure Requirements)Regulations, 2015. - The promoters of the Company are in process of complying the same.

d) The Company will comply with the provisions of Schedule V of the Companies Act, 2013

CORPORATE SOCIAL RESPONCIBILITY:

The provision of Section 135 of the Companies Act, 2013 with respect to the Corporate Social Responsibility are not applicable to the Company.

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

Internal Complaint Committee was formed under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year, no complaint was received by the Committee.

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 con dence reposed by the shareholders of the Company.

By Order of the Board of Directors
For SHREYAS INTERMEDIATES LIMITED
Dinesh Chaturvedi S. P. Pandey
Place: Mumbai Whole Time Director Director
Date: 14th August, 2018 DIN:07005933 DIN: 01898839