Sreechem Resins Ltd Directors Report.

Dear Members

We are pleased to present the report on our business and operations for the year ended 31st March, 2020.

1. Results of our Operations:

The Companys financial performance for the year ended 31st March, 2020 is summarised below;

Particulars FY 2019.2020 FY 2018.2019
Revenue from Operations (Net) 2970.51 3287.76
Other Income 4.32 3.05
Total Income 2974.83 3290.81
Total Expenses 2930.70 3301.29
Profit Before Tax & Extraordinary Items 44.13 (10.48)
Tax Expense
. Current Tax 7.00 .
. Tax related to earlier years 0.31 0.61
. Deferred Tax Liability/(Assets) 11.25 (1.14)
Net Profit/(Loss) for the Year 25.57 (9.95)

a. Review of operations and affairs of the Company:

During the year under review, the Company has made Net Profit of Rs. 25.57 lacs as compared to Loss of Rs. 9.95 lacs in previous year. There was decrease in the prices of raw .materials during the year which the company passed on to the customers. Due to decrease in the prices of raw .materials, prices of Finished Products were also reduced, resulting in lower Sales as compared to last year. As informed to the Members last year, the company developed a new product which was well received by the customer. The company has received orders for the new product, which was partly executed during the year, but due to Covid.19 & lockdown, company had to stop production and des patch of the New Product. The Company continued dialogue with the valued Customers and ultimately they advised us to commence supply of the balance ordered quantity in revised schedule. The company has commenced supply of the balance ordered quantity in accordance with the revised schedule. The Company has commenced supply of the said products from October 2020 Onwards. The Directors are taking every step to resume the full production and to improve the sales and profitability during the current year.

b. Dividend:

Your Company does not recommend any Dividend during the year under review.

c. Transfer to Reserves:

The Company has not proposed to transfer any amount to any reserve.

d. Deposits:

During the year under review, your company has not accepted any deposits from the public within the meaning of section 76 of the Companies Act, 2013 and the rules there under. There are no public deposits, which are pending for repayment.

e. Particulars of loans, guarantees or investments:

It is hereby informed that the Company has not given any Loans to anybody. No fresh investments were made nor given any guarantee or provided any security during the financial year under review. The company has during the year written off certain investments made in a company, which is not quoted for the last several years.

f. Particulars of contracts or arrangements made with related parties:

The Company has entered into related party transaction and the particulars of contracts or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013, as prescribed in Form AOC.2 is appended as Annexure I. The Policy on Related Party Transaction can be viewed on our website http://www.sreechem.in/policy.php

g. Variation in market Capitalization:

During the financial year under review, trading in the shares of the company took place very frequently. However the variation in the Market Capitalization of the Company as on 31st March 2020 is as follows:

Particulars As at 31st March, 2020 As at 31st March, 2019 Increase / Decrease in %
Market Value per share 4.20 6.17 (31.93)
No. of Shares 40,00,000 40,00,000 .
Market Capitalization 1,68,00,000 2,46,80,000 (31.93)
EPS 0.64 (0.25) (356.00)
Price earnings ratio 6.56 (24.68)
Percentage increase/decrease in the Market Price of the Shares in comparison with the last issue. (The Last issue of the Company in the FY 1993.1994 was brought out at a rate of Rs. 10/. per share) (58.00)

h. Managements Discussion and Analysis:

Managements Discussion and Analysis Report for the year under review, as stipulated under Schedule V (B) of Regulation 34(2)(e) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is appended as Annexure II to this report.

i. Directors Responsibility Statement:

Pursuant to Section 134(3)(c) and Section 134( of 5) the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. the directors have selected such accounting policies and applied the and 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 at the end of the financial year and of the profit and loss of the Company for that period;

iii. the director have taken rs proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 (erstwhile Companies Act, 1956) for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the directors have prepared the annual accounts on a going concern basis; v. the directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and th such at systems were adequate and operating effectively.

j. Recommendations of the Audit Committee:

During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

2. Human Resource Management:

To ensure good human resources management at Sreechem Resins Limited, we focus on all aspects of the employee lifecycle. This provides a holistic experience for the employee as well. During their tenure at the Company, employees are motivated through various skill .development, engagement and volunteering programs. All the while, we create effective dialogs through our communication channels to ensure that the feedback reach the relevant teams, including the leadership.

a. Particulars of employees:

The table containing the details of remuneration of Directors and Employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure III to this report.

There are no employees who were in receipt of remuneration in excess of the ceiling prescribed in the Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Further as on 31st March, 2020 the Company had 52 employees and the Disclosure with respect to details of the Top 10 employees as on 31st March, 2020 in pursuance to Rule 5(2) & Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given under Annexure IV

The Company currently does not provide any Employee Stock Option Scheme/Employee Stock Purchase Scheme to its employees.

b. Key Managerial Personnel:

i. Managing Director or Chief Executive Officer or Manager and in their absence, a Whole. Time Director:

Mr. Binod Sharma (DIN: 00557039) was the Managing Director and is continuing as the Managing Director of the company as on the date of this report.

Mr. Vikram Kabra (DIN: 00746232) was the Whole Time Director of the Company and is continuing as the Whole Time Director of the company as on the date of this report.

Mr.Vibhor Sharma (DIN: 03011540) was inducted as Whole Time Director of the Company w.e.f 01st April, 2019 and is continuing as the Whole Time Director of the company as on the date of this report.

ii. Company Secretary:

Ms. Suman Murarka resigned from the post of Company Secretary cum Compliance Officer w.e.f 19th July 2019.

Ms. Komal Bhauwala was appointed as the Company Secretary cum Compliance Officer of the Company w.e.f 01st February 2020

iii. Chief Financial Officer:

Mr. Prabhu Dayal Somani was the Chief Financial Officer and is continuing as the Chief Financial Officer of the company as on the date of this report.

3. Corporate Governance:

Corporate governance is an ethically driven business process that is committed to values aimed at enhancing an organization s brand and reputation. This is ensured by taking ethical business decisions and conducting business with a firm commitment to values, while meeting stakeholders expectations. At Sreechem Resins Limited, it is imperative that our company affairs are managed in a fair and transparent manner. This is vital to gain and retain the trust of our stakeholders. The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally.

As per the Regulation 15(2)(a) of Chapter IV of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015; The compliance with the Corporate Governance provisions as specified in regulations 17, 18, 19, 20, 21,22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub. regulation (2) of regulation 46 and paragraph C , D and E of Schedule V shall not apply, in respect of the Listed entity having paid up Equity share capital not exceeding Rs. 10 Crore and Net .worth not exceeding of 25 Crore, as on the last day of the Previous financial year. It is hereby informed that your Company during the Previous financial year had the paid .up capital of Rs. 4,00,00,000 divided in to 40,00,000 Equity Shares of Rs. 10/. each and the Net. worth of the Company was Rs. 566.36 Lakhs. Thus, the compliance with provisions of Corporate Governance in accordance with Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to your Company.

a. Compliance Department:

The following changes took place in the position of the Compliance Officer of the Company till the date of this report; At the beginning of the Financial year, Ms. Suman Murarka was the Company Secretary cum Compliance Officer of the Company, who continued to be the Company Secretary cum Compliance Officer of the company till 19th July, 2019.

Ms. Komal Bhauwala was appointed as the Company Secretary cum Compliance officer of the Company w.e.f. 01st February 2020.

The Compliance department of the Company is responsible for independently ensuring that the operating and business units comply with regulatory and internal guidelines. New instructions/guidelines issued by the Regulatory authorities were disseminated across the Company to ensure that the business and business units operate within the boundaries set by the regulators and that compliance risks are suitably monitored and mitigated in course of their activities & processes.

b. Information on the Board of Directors of the Company:

The following changes took place in the Composition of Board of Directors of the Company;

(i) The Board at its Meeting held on 01st April 2019 approved the following; a. Appointment of Mr. Vibhor Sharma (DIN: 03011540) as Additional Director of the Company w.e.f 01st April 2019 and to hold office till the conclusion of ensuing Annual General Meeting. b. Appointment of Mr. Vibhor Sharma (DIN: 03011540) as Whole Time of the Company w.e.f 01st April 2019 for a period of 5 years, from 01st April, 2019 upto 31st March, 2024. c. Resignation of Ms. Rajee Sharma (DIN: 01771103) Director, from the Directorship of the Company w.e.f. 01st April 2019.

(ii) The Shareholders at the Annual General Meeting of the Company held on 18th September, 2019 approved the following:

a. Re.Appointment of Mr. Vikram Kabra (DIN: 01771103), Retirement by Rotation.

b. Ratification of the Appointment of Mr. Vibhor Sharma(DIN: 03011540) as Whole Time Director for a period of five years (i.e., from 01st April, 2019 to 31st March, 2024)

c. Change in Terms of Appointment of Mr. Binod Sharma (DIN: 00557039), Managing Director d. Change in Terms of Appointment of Mr. Vikram Kabra (DIN: 00746232), Whole Time Director

(iii) In compliance with the Companies Act, 2013 the following directors are proposed to be appointed/re.appointed as Director/Independent Directors/Executive Director of the Company by the approval of the Share Holders of the Company;

a. Re.Appointment of Mr. Binod Sharma (DIN: 00557039), Retirement by Rotation.

b. Change in Terms of Appointment of Mr. Binod Sharma (DIN: 00557039), Managing Director

c. Change in Terms of Appointment of Mr. Vikram Kabra (DIN: 00746232), Whole Time Director

d. Change in Terms of Appointment of Mr. Vibhor Sharma (DIN: 03011540), Whole Time Director

c. Board Diversity:

The Company recognizes and embraces the importance of a diverse board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help us, retain our competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors. The Board Diversity Policy is available on our website http://www.sreechem.in/policy.php

d. Details with regard to meeting of Board of Directors and attendance during the year of the Company:

(i) Composition of the Board of Directors as on the date of this Report is mentioned below;

Name of the Director Designation Category
Mr.Binod Sharma Managing Director Executive Director
Mr.VikramKabra Whole Time Director Executive Director
Mr.Vibhor Sharma Whole Time Director Executive Director
Mr.Vishal Joshi Director Independent Director
Mr.Niwesh Sharma Director Independent Director
Mrs.SwetaMaheshwari Director Independent Director

(ii) Meeting of Board of Directors and Attendance During the Year:

During the FY 2019.2020, 9(Nine) meetings of the Board of Directors of the Company were held i.e. on 01st April, 2019, 25th April, 2019, 13th May, 2019, 30th May, 2019, 19th July, 2019, 14thAugust, 2019, 13th November, 2019, 31st January 2020 & 13th February, 2020. The gap between two meetings did not exceed 120 days. The attendance of the members at the Board of Directors meetings was as follows:

Name of Director Attendance Particulars No. of Director. ships in other Public Company*

No. of Chairmanship/ of Board in other Companies# Membership Committees

Board Meeting Last AGM Chairman Member
Mr. Binod Sharma 9 YES 1 NA NA
Mr. VikramKabra 9 YES NA NA NA
Mr. Vibhor Sharma 7 YES NA NA NA
Mrs. Sweta Maheshwari 7 NO NA NA NA
Mr. Vishal Joshi 5 YES NA NA NA
Mr. Niwesh Sharma 7 NO NA NA NA
Mrs. Rajee Sharma NIL NO NA NA NA

Directorships and Directorships held in Foreign Companies, and Companies registered under Section 25 of the Companies Act, 1956 or Section 8 of the Companies Act, 2013.

#In accordance with Regulation 26 (1) (b) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 Membership/Chairpersonship of only the Audit Committees and Stakeholders Relationship Committee in all Public Limited Companies has only been considered.

e. Policy on Directors Appointment and Remuneration:

The current policy is to have an appropriate mix of executive, non .executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on 31st March, 2020, the Board consist of 6 Members, 3 of whom are Executive Directors and the 3 others are Independent Directors. The Board periodically evaluates the need for change in its composition and size.

The Policy of the Company on Directors Appointment and Remuneration, including criteria for determining qualifications, positive attributes, independence of director and other matters provided under Section 178(3) of the Companies Act, 2013, adopted by the Board, is available on our website http://www.sreechem.in/policy.php We affirm that the Remuneration paid to the directors is as per the terms laid out in the said policy.

f. Declaration by Independent Directors:

The Company has received necessary declarations from each Independent Director(s) under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013.

g. Training of Independent Directors:

Every new Independent Director at the time of appointment is issued a detailed Appointment Letter incorporating the Role, Duties and Responsibilities, Remuneration and Performance evaluation process, Code of Conduct and obligations on disclosures.

Further every new Independent Director is provided with copy of latest Annual Report, the Code of Conduct, the Code of Conduct for Internal Procedures and to Regulate, Monitor and Report Trading by Insiders ("Code of Conduct . PIT") and the Code of Practices & Procedures for Fair Disclosure of Unpublished Price Sensitive Information (the "Fair Practice Code"), Tentative Schedule of upcoming Board and Committee meetings.

The Company through its Executive Directors / Key Managerial Personnel conduct programs /presentations periodically to familiarize the Independent Directors with the strategy, operations and functions of the Company.

Thus such programs / presentations provides an opportunity to the Independent Directors to interact with the senior leadership team of the Company and help them to understand the Companys strategy, business model, operations, service and product offerings, markets, organization structure, finance, human resources, technology, quality, facilities and risk management and such other areas as may arise from time to time. The Policy on the Familiarization Programme for Independent Directors is available on our website http://www.sreechem.in/policy.php

h. Boards Committees:

Currently, the Board has three Committees: the Audit Committee, the Nomination and Remuneration Committee, and the Stake holders Relationship Committee. All Committees are appropriately constituted

i. The details of the composition of the Committees as on the date of this Report is mentioned below:

Name of the Committee Name of the Company Position in the Committee
Member
Mr.Niwesh Sharma Chairman
Audit Committee Mr. Vishal Joshi Member
Mr.VikramKabra Member
Nomination and Mr. Vishal Joshi Chairman
Remuneration Mrs.SwetaMaheshwari Member
Committee Mr.Niwesh Sharma Member
Stakeholders Mr.Niwesh Sharma Chairman
Relationship Mr. Vishal Joshi Member
Committee Mr.Binod Sharma Member

a) MEETING OF AUDIT COMMITTEE AND ATTENDANCE DURING THE YEAR:

During the financial year under review, The Audit Committee Meetings were held 4 times in the year viz., on 30th May 2019, 14th August, 2019, 13th November, 2019 and 13th February, 2020 and the attendance of the members at the Audit Committee meetings was as follows:

Attendance Particular
Name of the Director Meeting Held during their tenure Meeting Attended during their tenure
Mr. Niwesh Sharma 4 4
Mr.Vishal Joshi 4 3
Mr. Vikram Kabra 4 4

b) MEETINGS OF NOMINATION AND REMUNERATION COMMITTEE AND ATTENDANCE DURING THE YEAR:

During the financial year under review, the Nomination and Remuneration Committee Meetings was held four in the year, on 01st April, 2019, 25th April, 2019, 19th July, 2019 and 31st January, 2020 the attendance of the members at the Nomination and Remuneration Committee meeting was as follows:

Attendance Particulars
Name of the Director Meeting Held during their tenure Meeting Attended during their tenure
Mr. Vishal Joshi 4 1
Mrs. Sweta Maheshwari 4 4
Mr. Niwesh Sharma 4 3

c) MEETING OF STAKEHOLDER RELATIONSHIP COMMITTEE AND ATTENDANCE DURING THE YEAR:

During the financial year under review, Stakeholder Relationship Committee Meetings were held 4 times in the year viz., 30th May, 2019, 14th August, 2019, 13th November, 2019 and 13th February, 2020 and the attendance of the members at the Stakeholder Relationship Committee meeting was as follows:

Attendance Particulars
Name of the Director Meeting Held during their tenure Meeting Attended during their tenure
Mr.Niwesh Sharma 4 4
Mr.Vishal Joshi 4 3
Mr. Binod Sharma 4 3

i. Board Evaluation:

The Board of Directors has carried out an Annual Evaluation of its "own performance", "Board committees" and "Individual Directors" pursuant to the section 134(3) of the Companies Act, 2013.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of Committees, effectiveness of Committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of Independent Directors, performance of non. Independent Directors, performance of the Board as a whole was evaluated, The same was discussed in the Board meeting that followed the meeting of the Independent Directors at which the report as submitted by the Independent Directors was taken on record and discussed.

j. Listing:

The equity shares of Sreechem Resins Ltd. (Scrip Code: 514248) are listed at BSE (INE377C01010). Your Company paid the Listing Fees to the BSE Limited for the FY 2019.2020 and FY 2020.2021 in terms of Uniform Listing Agreement entered with the said Stock Exchange.

k. Insider Trading

In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, your Company has constituted a comprehensive Code titled as "Code of Conduct for Internal Procedures and to Regulate, Monitor and Report Trading by Insiders" which lays down guide lines and advises the Directors and Employees of the Company on procedures to be followed and disclosures to be made while dealing insecurities of the Company. The said policy is available on our website http://www.sreechem.in/policy.php

l. Information in terms of Section II of Part II of the Schedule V of the Companies Act, 2013: a) Elements of remuneration Package of all the Directors:

a. Mr. Binod Sharma, was being paid a remuneration of Rs. 70,000/. Per Month from 1st April, 2019 to 31st December, 2019 and thereafter he is being paid a commission @ 1.5% on the sales of the newly developed Product on the sales made to Tata Steel Ltd. w.e.f. 01st January 2020 in addition to the remuneration of Rs. 70,000/. per month.

b. Mr. Vikram Kabra was paid a remuneration of Rs. 70,000/. Per Month from 1st April, 2019 to 31st December 2019 and thereafter Rs. 1,50,000/. per month w.e.f. 1st January 2020.

c. Mr. Vibhor Sharma was paid a remuneration of Rs. 70,000/. Per Month from 1st April, 20191 to 31st December 2019 and thereafter Rs. 1,50,000/. per month w.e.f. 1st January 2020.

b) Details of Fixed Component and Performance linked incentives along with the performance criteria:

The Company currently pays remuneration to only the Executive Directors. The Company does not pay any remuneration in which ever name so called to its Non. Executive Director. The entire remuneration being paid to the Executive Directors contains Fixed Component except for Mr. Binod Sharma, Managing Director who was paid a commission on sales of newly developed product.

c) Service Contract, Notice Period and Severance Fees:

The Company has not entered in to any Service Contract with any of the three Executive Directors. Thus there is no Fixed Notice Period or Severance Fees.

d) Stock Options, if any:

The Company currently does not have any stock option scheme for its Employees or Directors.

4. Auditors: a. Statutory Auditor:

At the Annual General Meeting held on 25th September, 2017, M/s. Puja Somani & Co., Chartered Accountants (Firm Registration No. 328778E),were appointed as Auditors of the Company to hold office from the conclusion of the 29th Annual General Meeting till the conclusion of the Annual General Meeting of the Company to be held in the year 2022.

b. Secretarial Auditors:

The Board of Directors during the FY 2019.2020 appointment M/s. N.K. & Associates, Practising Company Secretaries as the Secretarial Auditor of the Company for the FY 2020.2021 in place of M/s. Patnaik&Patnaik, Company Secretaries The Secretarial Audit Report for the FY 2019.2020 is appended as Annexure V to this report

c. Comments of the Board on the qualification/reservation/adverse remarks/ Observations/disclosure made:

(i) by the Statutory Auditor in the Audit Report:

The Statutory Audit report does not contain any qualification, reservation or adverse remarks.

(ii) by the Secretarial Auditor in the Secretarial Audit Report: i. The filing of Form MGT. 14 with respect to approval of Directors Report for the financial year 2018.19, appointment of Whole time Director and Company Secretary was not complied.

The Board with respect to the above mentioned observation herewith submits that, the company upon being brought to the notice of the above stated non.compliance shall take necessary steps to get the E.Form MGT.14 Filed.

ii. The company has delayed in appointment of Company Secretary as per the provision of Section 203(4) of the Companies Act, 2013. Further, BSE Limited has imposed fine for non .compliance under Regulation 6(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the fine was duly paid.

The Board with respect to the above mentioned observation herewith submits that, the company upon the resignation of the previous Company Secretary cum Compliance Officer w.e.f. 19th July, 2019, made all possible efforts to fill the vacancy in the office of Company Secretary cum Compliance Officer. However due to non. availability of a suitable candidate the company was not able to fill the said vacancy on time. Further it is brought on record that the company has appointed a suitable candidate to the office of Company Secretary cum Compliance Officer w.e.f., 01st February, 2020.

iii. The compliance under The Calcutta Stock Exchange Limited was not done and the stock is suspended.

The Board with respect to the above mentioned observation herewith submits that, the Trading Terminal of The Calcutta Stock Exchange Limited has been suspended by Securities Exchange Board of India. As there is no active trading terminal which can be provided by the Calcutta Stock Exchange Limited and in line with many other regional Stock Exchanges even the Calcutta Stock Exchange Limited would ultimately lose its license to act as a Stock Exchange, the company has not tried to apply for removal of suspension with the Calcutta Stock Exchange Limited.

d. Reporting of Fraud by Auditors:

No Fraud has been reported by the Auditors of the Company under Section 143(12) of the Companies Act, 2013.

e. Internal Financial Control

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

f. Risk Management:

The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companys competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business segments. The Company has identified various risks and also has mitigation plans for each risk identified. The Risk Management Policy of the Company is available on our website http://www.sreechem.in/policy.php

g. Vigil Mechanism:

The Company has established a mechanism for Directors and employees to report their concerns relating to fraud, malpractice or any other activity or event which is against the interest of the Company. The Whistle Blower Policy is in place. Employees can report to the Management concerned unethical behaviour, act or suspected fraud or violation of the Companys Code of Conduct Policy. No Employee has been denied access to the Audit Committee. The Whistle Blower Policy is available on our website http://www.sreechem.in/policy.php

5. Statement on Material Subsidiary:

The Company currently does not have any Material Subsidiary. The Policy on Identification of Material Subsidiaries is available on our website http://www.sreechem.in/policy.php

6. Corporate Social Responsibility:

As per the provision of Section 135 of the Companies Act, 2013, all companies having a net worth of Rs. 500 crore or more, or a turnover of Rs.1,000 crore or more or a net profit of Rs.5 crore or more during any financial year are required to constitute a CSR committee and since our Company does not meet the criteria as mentioned above, the Company has not constituted any Corporate Social Responsibility Committee; and has not developed and implemented any Corporate Social Responsibility initiatives and the provisions of Section 135 of the Companies Act, 2013 is not applicable to the Company.

a. Particulars on conservation of energy, research and development, technology absorption and foreign exchange earnings and outgo: (i) Energy Conservation:

Company has taken various steps for conservation of energy and has installed energy efficient equipment and thereby able to minimize the energy consumption.

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

POWER & FUEL CONSUMPTION:

Sl. No. Particulars Unit of Measurement 2019.2020 2018.2019
Electricity Purchased Unit KWH 488374 500542
1. Total Amount INR 40,02,376 40,43,365
Rate Rs./KWH 8.20 8.08
Own Generation through Diesel Generator Unit KWH 306780 318284
2. Unit per Litre of Diesel KWH/ Ltr. 3.43 3.28
Cost per Unit Rs./ KWH 18.84 19.36
Total Amount INR 66,23,872 61,61,978

CONSUMPTION PER UNIT PRODUCTION:

SParticulars Unit Measurement of Measurement 2019.2020 2018.2019
1. Consumption Per Unit Production (Electricity) KWH/MT 146 138

(ii) Research and Development & Technology Absorption: Research & Development (R & D)

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

New Product development

Benefits derived as a result of above R &D :

Addition to the existing range of products. Cost reduction

Further plan of action :

The Company will continue to further develop the Research & Development in the bove areas and identify new areas of applications.

Expenditure on R &D :

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

(iii) Foreign Exchange earnings and Outgo :

Particulars 2019.2020 2018.2019
Earnings 106.13 59.37
Expenditure - -

7. Others: a. Extract of Annual Return:

In accordance with Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, an extract of the Annual Return in the prescribed format is appended as Annexure VI to this Report.

b. Significant and Material Orders:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

c. Disclosure under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act 2013:

The Company has in place an Anti.Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act 2013. All the employees (permanent, Contractual, temporary, Trainees) are covered under this policy.

During the year under review, no complaints were received falling under the category of Sexual Harassment of Women.

d. Secretarial Standards:

The Company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

e. Soliciting Shareholders Information:

This is to inform you that the company is in process of up dation of records of the shareholders in order to reduce the physical documentation as far as possible.

With new BSE Uniform listing agreement, it is mandatory for all the investors including transferors to complete their KYC information. Hence, we have to update your PAN No., Phone no. and e.mail id in our records. We would also like to update your current signature records in our system.

Further, in view of the SEBI Circular SEBI/HO/MIRSD/DOP1/CIR/P/2018/73 dated 20th April, 2018 and the corresponding amended circular SEBI/HO/MIRSD/DOS3/CIR/P/2018/115 dated 16th July, 2018 have requested all the listed companies to comply with the procedures mentioned in the Circulars. To achieve this, we solicit your cooperation in providing the following details to us; If you are holding the shares in dematerialized form you may update all your records with your Depository Participant (DP).

If you are holding shares in physical form, you may provide the following: i. Folio No. ii. Name iii. Pan No. iv. E.mail ID

v. Telephone No. vi. Specimen Signatures (3 in Nos.)

f. Share Transfer System:

With reference to the SEBI Notification No. SEBI/LAD.NRO/GN/2018/24 dated 08th June, 2018 the shares of the Company can be transferred only in dematerialised form w.e.f. December 05, 2018 and thus with a view to facilitate seamless transfer of shares in future and as advised by the Stock Exchanges, the shareholders holding shares in physical form are advised to dematerialise their shareholding in the Company.

g. Issue of Equity Share Capital:

During the Financial year under review the Company has not made any further issue of shares and the share capital remains same as at the end of previous year.

h. Other Disclosures:

Your Directors state that no disclosure or reporting is required in respect to the following items as there were no transactions on these items during the year under review: (i) Issue of equity shares with differential rights as to dividend, voting, or otherwise.

(ii) Issue of shares (including sweat equity shares) to employees of the company under any scheme.

(iii) Redemption of Preference Shares and/or Debentures.

8. Acknowledgement:

Your Directors wish to place on record their appreciation for the contribution made by the employees at all levels but for whose hard work, and support, your companys achievements would not have been possible. Your Directors also wish to thank its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the company.

By Order of the Board of Directors For SREECHEM RESINS LIMITED

Sd/.

VIKRAM KABRA

(DIN: 00746232)

Whole Time Director

Sd/.

BINOD SHARMA

(DIN: 00557039)

Managing Director

Date: 25.11.2020

Place: Kolkata

Annexure . II