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Directors Report of Sadhana Nitro Chem Ltd.

Mar 31, 2023

BOARD S REPORT

The Members of

SADHANA NITRO CHEM LIMITED

Hayciato of UnucLvs of your company are hawing pfttasure m prosondng lha 50'' lepurt or ilia Board of Directors on tlu
Ssancalona 6. Cflfiiolbd-aled Businessperformanceand Ocoral.ons of the- Compare forHw Thann-ial Yeai ended 31 March,
2023.

1 FINANCJAL RESULTS AND HIGHLIG NTS OF RERFORMANCE

PARTICULARS	STANDALONE		CONSOLIDATED
PARTICULARS	2022-23	2021-22	2022-23	2021-22
Revenue Fore opcnations (Net) & Glh-e.- tncome	14 757	12,565	14.512	13.663
Total Expense	14.051	11,7ia	13.949	12.777
Profit before Taxaifon	706	647	564	891
Tax Expense	(247)	(260)	(247)	(269)
Pmlfaafler tax	459	579	316	622
Other Comprehensive income	34	16	34	16
Ibral Cornprahansiva tricorne	493	595	351	E3B

2- REVIEW OF OPERATIONSJ STATE OF AFFAIRS OF THE COMPAMYJKEY HIGHLIGHTS:

Your company''s rotel rawer- i.e for the financial year ended on March 3 1.2023
SLCsIenhel growth of approximately 1 compured fa Hs 1 2,565 I hp previous years. psspifa lie
plot:a; liitruptionsm the previous Vi uncial yeai. which resulted in an ullutiunary trend worldwide. LIve? Indian economy

Itie rise, largely due to the strong push towards challenging circumstances, your
company i lasunanayod topostcomrnisridahle results for ifa: financial year 2022-23.

The EBlDTAHom regularoperafions forFY2022-23 wasRs. 2440.26 Lakhs, .narking an increase Tram the previous
year''sEBIDTAo-Rs 1,37 5 Lakhs by about 30.14%.

Despife a signfic-am increase in lumovur and rigorous cosl control at every level, your company witnessed, a decrease
r Profit After TsxjtpAT) to Rs 459 Lakhs from regular operations This vja s primgr''-ly (fee to a substantial surge in vie
cost of raw maten&ls, driven by the geopolitical situation n Ukraine Fven with lots significant rise in raw material
costs. yo-UT company mapsgeri tc register a profit, demonstrating resilience and effective management under
f-.lmilenging onr.i i m stances

Moreand vatu Limited, a wl lOlly owned subs i! lary ot your com pariy. was n i e rged Into your cbrtipai ly In
pdfauant With 11m ordtv pa SSed by 1Sifj t-fanâb Ib NCLT, Mumbai Bench W-S, f February 03,2023

The company maintains a satisfactory order book position, and there have been no alto nations in the nature of ifio
company''s business.

3. 50 YEARS INETR OSPECT:

Your com ne ny fifouri ly entered ils Golden Jubifee Year in 2022-23

Late Sfiri ntianknmer T, .lever, Ihe fon-ndmg Ch airmen, established Kedhena Nlra CHem Limited use public inuted
company on July 21. 1373 win ts shares siih-smiuenVy lisled on (tie Efamhny Stock Exobhngs Your company

launched (he first NitmbsriifGns (a Heavy Organic Chemical) Riant wlffiin ihe private sector, beginning oparationa In
11)75. Over Ltn? years, we expanded our Operaliuns Ihrpugll diversification info Ihe: production cl ver ::;js downstream
Dya-lntanmadlaia dei ivaiives Inc/easingiapsfdi^milaUngh&wfdeiVtE arm leveraging fore^itachnlcaf ppjiiatkMailMi
far high-valuoderivativci production

Our forward iraegr? hor. was strategi calfy designed for technical sy nergy. ope-mring economies. a nd coat ben e-fits I n
December 19R4 urnerwonr n lusumgfâmenl reSfiUCfurtng l!lÂ¦Javeri ns Managing Director in jFÂ»rni3^TV 1985, Under his leapenstup the company enper.fineed a shift in basines-s
policies, Inniisinq on nun lily stenrterrte, con i pn I live e1?icienr:y. nnrl significant export initial .verr. I( 15 heartening !p note
thal your oomp^n/s products are luternatimally rif.:.''q ri ixsd for ihair quail ly. and a is trusted by mnlLinabona¹cqrporaticHiS in advanced CoUHtri ate trusted by 1 Multinational rpurat-uns in arJvSncad counters.

Youf company has worked lirtsles-sly to reduce waste, snhur-co operating effldarycy, and maintain cost oonlrol a: ;-l
lava is. offering a competitive edge m both domestic and intema^!JCina^! markois. A fair and firm policy adopted by the
ir.3Pogenieni nas festered a cooperative relationship with our employees at a[i levciis. Throegh persuasion and
parficipali on, we h ave establish cd productivity1. n ked settlements with th e Union for over rh ree de cades

Your company hs oken financial decisions based on a cautious an-d conservative approach emphasising proft
rs ir vi?s1 men( and reduced rl ep Â° nde-nce on borrowing enSbl ir.g u s to navigate vanou s fr a Is and I u rbulencss

A .raven war appointed as Managing Director, While Stiff A$ii ..avei i .hss.i ''led Lhe
rate ci11 s-prutlve Cheirm a 11 Under their learersh ip. your company h3s ec h -eved an rl rppunsd ils deal 1. nn ncial resuite

to date.

			Adjusted to FV 1 Per Share
			202223	202023	2019-20	2018-19
1.	Cash Warnings Per Share (CEfFS)	(fis.)	0-69	3,52	a 46	0-0B
2	Earnings Far Share lEPS)	(ftii.)	0.23	3.36	(0.1 fl)	(1.6J)
â¢i.	Not Wnibi Per Share IN WPS)	(Re.)	11.30	4.96	0.41	124
4.	Debt Equity Ratio [D/Ei	Ratio	0.58	1.44	65.67	3.96

During 1 he last five-decade com nany''s equity shn re of face vs lue Rs 1 Ck¹''- each was sub-divided over ihe period and
presently the equity shares are of the lace vaiu-e Re 1each

The shareholders pi Lde porn p-my were rewarded wi1h loSIpwing three RialâI issues to broaden [fie cental base of Lhe
Company.

Sr. No-	F i ncnctei Yeer of Ai 1 otment	Nature of UTT
1	1975-76	Righls 1 ssue (Ra1k> of 1 4) at par
2.	1993-94	Rignte issue (Ratio of 710) at a premium of Rs. 40- :49011,1
3	2900-09	Rig its issue (Ratio of 7:2) at par

The sharehoM-ers of the company were also rewarded with following F iwa Sonus issues.

Sr. No.	Ffnanclal Year of Allotment	Nature of allotment
.1.	3987*68	Bonus m the (Ramo of 2:5)
2.	1906-98	Bonus 111 Ole (Rflbpof 1:2)
3	2003-92	Bonus m toe tRato of 2:5)
4.	2010-29	Bonus in tea (Rakn t>f1:2)
5.	2020-21	Bonus hi toe ;Ral>o of 2:5)
6	2023-24	Bonus m 1 -le (Ra1, n nf 7. :9)

As on date.lhe total share capital stenosal Rs. 2-170,53,4521''- of whicn apji.uxin lately 64 66% has beer cuntributen
by Sonus issuos.

In FY 2021-22, your company issued 65.20.606 Equity Share Warrants cash convertible mtoono dOLily share of face
value Re 1/ each, at a pram .urn of Rs ISZ.Ofi/- pet snara

Vour company guccesofully registered ureter the PLl Scheme for ruanufwtufing Pore Amino Phenol iPAP) in FV
2Q2i-22 dhd eslatilishf''d :i PAP belch maniifa.-.Miring plqjttf After sigh lining the gLiul''y StorflfanJii, n whk convened
n to a ccnti mim 15 PAP Pten .ifactoring process It) achieve oo&t hfi nefito an n soonOm fi s of scale.

m terms of Cramparly laflfengsgl B5E Limited y-uu¹ company rankle H f3 :r FY 201EJ-13.382 in FY 2(]19-2D. 1)51 In KY
2021-22, and li!ft 11 PV 2022-23 H frlWig (hu Top 1000 C Oil i \M < n i> h

Wa''ra dslfahted to inform you that you'' com many''s equity shares are also listed or. too National Slock Exehanr.iu
1NSE) during FY 2023-24

Your company has heona-so achieved ISO 9001 2015 qunl-ty management system. ISO ''4001:2015 Envirohment
managemen t system. ISO 45001 Â¦ 2016 Occupational health and safety mangg eimenl system pen ideates.

4. SHARE CAPITAL

a) Share Warrant:

Company Ikas issued Ofi.20.60li equity Share warrants, at a price ol Rs 1 fi3.36 per equity share warrenl
aggregating to Ra. 1,00,00,00,1 âi''fl- an preferential basin curlvortlfite into cine equity sh=i.-c against each wa-raul
face vuIjoRo. i,¹- at-a premium crfRs. 152.36)''-pel equity share. L)uiii _;q the year comp,any liiAiasusd and altotted
65,20.606 equ ty shares upon conversion of the equity stiara warrants.

b) Listing oil NSE:

We tine delighted to nn non nee that as of May 5th. 2Ct23, your company''s equity shares have been listed on toe
National Stock Exchange of Ind :.i (NSE) The signiftosn r milestone will provide enhanced fading oppcul un-ties
and improve liquidity for our valued shareholders

c) Bonus Shares

Your director Considering the .-uServes and Suiqlus as Oil 31st March 2LI23 reubrr.nreiidud issue ol hcinus sliaios
which has beeft approved d-y shareholders oil 25'' Juno. 2023 by way of postal holotm the ratio of2 (iwojbonus
sh a res liar evsry 9i nine t oxisti ng equity shares held on the record d ate by caadaiic-a tion of reserves

5 DIVIDEND:

Your IT rectors are pleased to propose a 15% rfivtoerd ^subject to tax on the expanded capital) on equiiy shares for ihe
financial year 2022-23. This propose! is subjed to toe approval of shareholders at toe upcoming 50th Annual General
Meeting.

Marr.be rs ! egis tered as Benefit: a I Owners afl Ii a dose of busi ness flour s 01 l^Jia Record Oats wil 11 u aflfy to-- I h e d vide nd
receipt. Upon approval by tta Members, me dividend will be distributed within 30 days folkrwing the Annual General
Muetibg.

b EXPANSIONS:

We are excited to share tlial your company has SLCcessiuky efcfflSishBd a Para-Am no Phenol (PAP) pisut. After
stabilize:] the pfocLction process and ensuring high-quality standards, we have transitioned from batch
manufacturing to a continuous pracess for PAP production We ere now on toe path to expend the plant s capacity to its
fu II potential of 36,000 TPA of PA P

In 2016 nur company mil laled prod hctiono! (3P0? With an Initial Capacity of 126 T PA Subsequent expansion allowed
us to datiotttensck Lfiis capacity to 25b ''PA ine fpl oW eg year. We fur !ner elevated this capacity to 5SD CPA in 2021,
today, we are proud to announce that we flava mere h sec cm ODB2 Capacity lb a subslahlin: 2,^20 fPA, soudiiying bur
positionafi sue of the workfe leading ODB2 rnanufaciufftrs.

1. EXPORTS:

As ybdr company nas grown more competitive giotjily, we have successfully established stable export - elatisnslups
across variotiscontinents, including Europe, Japan, and Norm America Th.s gtota: exposure Is a testament to our

company''s rodual quality arc competitivepricing

Further more, we have noticed s developing Irend amn.pgdevelops?p nations initial in-g e pWrtffcil wsyming polky This
pc¹ icy rapri sente a strategy 1o d;versity supply chairs and reduce dependency m a si nq a sourre r.s 11¹ a ly China '' tiis
dlBWkiprTiWif present* an ext-itng oppd''tur.ity ru-r yi;ur Company to bruadtm our market baiu lurther arm build new
Ships in blast] dovetofHSd nations,

One of thu pivotal aspects Inal differentiate us and positions us favorably :S our vertical Integral''on strategy. Tins
approach offers us batter control over our supply chain, ensures the cons stent quality of our products, and allows for
more competitive pric eg. Coupled with the diversified sourcing policy, our integrated operations model mokes us an
ncreaslngly-attract''vesupplier choice.

I n th e evolving global irade see nprio. youT company 15 well-positioned to leverage these s hrfts and expand its footpn m
The diversification in sourcing coupled wittfo it un rme vaueoropppiMpr'' hrough ved-icth ntegnitor sets us ap&n as

we strive to belhe supplier pi nhnipF

While ruir lac-31 r lftriiE I :s growing steertll y C om iiady''s turn over Â¦? si ''ll t-pecseri on the ejrpprl ria ike
being total oi Rs 7 btid .0 3 Lakhs Mimparad-Siylasl year''s 30 Lakhs registering an Increase or abnute.OS %.

Exports constituted about S5.Qa%of Die overall rovGhuu from Dpuiatiod Including other Income. Company''s Experts
arc wol l d ivcrsi fiod In tc mns. of product range as welt a3 the C ouri tries of Export

&. OUTLOOK:

Your company rests or- robust long-ierm fur da me mote. allowing us to leverage our distinct product portfolio purl
competitive edge to estoiil ish a diverse and enduring sales pipeline with sustainable cosh flows for He years ahead
We aim 10 strategical ly employ these rash Flows to broaden dur product I ner- branch out info derivatives of nnx existing
!)''oducts. and an sura a (tope ndah! r , ion-g-term revenue stream

To trailer our aulonomy and resilience, we are also FOc-.js.ng On la d her backward ntegrahor. which will aid in reduce
ante mat dependencies. As global markets CCiflli 11 je ;o reaper! arid recover, we a 1 itci ue le a favrireb: in demai id.

In essence, we''re steering toman* is fuiurc where our unique offerings, strategic oive-S''ficaliuii, and sustainable
growth align to keep us at. tb&forefront of ourindusty, ready toseiiie new opportunities as ihey emerge.

9. DEPOSITS.

The Company has not accepted or renewed any amount falling within the purview of movrsions of Section 73 of the
Companies Aq ?013. [The Act) and other appiioaixe rules IlSSreurtier (taring the year under review Hence, the
requirement for furnishing of details is not applicable

1Q. PAKTICU LAR 5 Q F LOANS, GUARANTE E S OR IN VESTM ENTS:

Pufcua 1 it lo this pro vetoes of Suction 1 do of tl re Ad re ad willi the Cgrinpanius (Meetings o! Board and its Rower*} Ruins,
201A and nil It!r ippUcabh tuluS Loans. guarantees and IrytfStTiWttS nas bueil ''urmshud In âini'' Motes No .-4 & 5 lu
Aud Lu d ffnanclai sta temart

11. UNPAiODIVIDEND 1IEPF:

The Company ''snot required to Iransfer any amount to the Investor Educations Protection Fund (IEPF} and does not
have unclaimed dividentl which remains lo be transferred te Unpaid Divide nd Account during 1 he year unde r review

12. TRANSFER TO RESERVES:

Toe Board of Director; have not appropriated and transferred any amouiit to any Reserve and 1ne Beard has herded
t< 1 r els In I tre entire airi-j uni i'' 1 preht and Lots account

13. CONSOLIDATED FINANCIAL STATEMENTS:

As on 3'' March 2023 me Company has one wholly owned Foreign Subsidiary viz, Anuchem 15 VS A Belgium
Financial Statement .-,T Itie said si:bH,idan. is cons; .Israel tor the purpose of preparing Consolidated Finanr.nl
slatE merits,

The C''lfiaolldtfted Financial statements oi the Company prepared in accordance wf(h reJayanl Aocounijfw jSlandarde
AS 21, A&-23and AS7 issued by ihu In stiiute ui C bartered AocounlarSÂ£offrvlia riiid fami pari oi lh is Armiua i
Hoparl.

14. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

Anuctipm B VB.A continue Id he engagec in iheir respective nature of business. The performance and financia
positionfsalient features of the subsidiary for the year ended 3-1 "March, 2023 is given in Form AOC-I which is annexed
hereto and marked as firtosajirgd.

5pid|gri N el PnViite I ''miter merged wil fl 1he Compa iiy yipe NC- T grper dal ep 01 h Feb n lary. ?h2 3,

15. RELATED PARTY TRANSACTIONS:

a) The particLiters oI opntra eta Dranangymbrite wltflralated paritea:

Your Company has rnstur-csil y adopted ''.ho practice of undartakjng related party transactions only In the ordinary
and normal course of business and at arm''s length as pad of its pli losophy of ?Â£lMiing to highest ethical
standards, H ansparency and accou ntadi Iny i r li ne with ihe provisions of the Com panics Act, 2013 a id ihe Listing
Regulations the Board has approved a policy on related party transactions. An abridged policy on related party
irensactions has beer p ared on me Company''s we&site nl hffj^''j/www. snei cornipolcief.

Related Party Transact,ons are also pieced in a Quarterly bflsis befone Ihe A;|di| Cnmm-ttee anrf Roarrl nf
Dii?w|irejij)r approval, FjjiororrihilJtis approval of Ihe Audit Cemmlltee is oWained fcHrUi-e (ratisaeftons which are of
a ffireeee.able enrt repetili va n :h I; i te

Further, my Company hat nol anlarad into any inale-ial LransacLkms ; contract yarrangarrntnls, rtterrtd to in
Sectio!11 d(5(i) o-t (i ha Atii) witii related party(ios) e*h dutnad undt;i Section2(Tti) of ftle Ac!) curing tiw finanmai
year under revusw.

b| Disclosure of ftetaEciJ Parly Transaction with Perse nor Entity belong mg to Promoters Promoter Group:

The C-cmnomy hss roi mace onv trcns;iction{5.) With Mnnekchand Panac lined Trading Investment Co Private
Limbed (EiSing Hoid''rg Company) an Fntity belonging to Promoter or Promoter Group that holds 10% or mere
shpnehol d ing of ine Company

c) Wottfjven loAtitoany Buhtldifeft

15. INSURANCE:

The as sals of your Cempaiiy are adetpiate y Insured Your Company has also taken out suitable oarer for Public
LiaHIEty.

17, INTERNALCQNTRQL &YSTEMS AN0 THEIRADEQfJACY:

The Company has inadequate jfitemal Gcnliol System commensurate with tfm size and nan. ire of its business The
preps ration des''g n inn a nd dooumemotio-n oF Poll cy on In fernsl Finarria l Conirol are 8? pt&oe and imp ip fn e nled wh ic h rp
reviewed pen 5d :cal ly enc med-.fied suitably to ensu ne controls

Ihe inlemnl audit is rarnafl ou1 hy r seperam firm pr Cn-.^pfern^ Aucwnterm lbe penodTal audit repodR. Including
signit ::aiM Hud L nnrrei val.ors anrl oorrer:tiv= actions there-cjli'', are pren-ivimd Lo Ins Ltieirrr''an o^J th.a Audit Con¹ mil ten

10 MATTERS RELATED TO DfRE CTORS:

a) Declarations by IrdoMndarU Directors:

All mdepGi''ident Directors have given their declarat-ons mat they meet the criteria of independence as raid down
under the Act and pursuant (o tht Companies {Appointment an_hl Guarification of Directors:'' Rules, 2014, the

Independent Directors are registered with MCA independent Director''s Fteteoank
b} BdirdEyalpatipn;

In a Separate meeting ut Independent Director:; parlor nr id nett tf rrun-mdeiiendeni dippfltora, performance ul me
Baatd as lj whole and tJHdormarieaol the Chairman was evaluators, taking nun account thi viators ol aiMeutiYd
dirunto¹.

Tne santfi wav discussed in tee Board meeting liefc sutisegLienilyiotea meeting of the independent directors. at
which the aerformance of the Beard, its Committees, and fndwtdtJBl directors was aiso discussed. Performance
evaluation of independent directors was done by the entire Board, preluding the independent director being
evaluated.

c| RemapenattanPiPlIcy:

1 he Board qf UirednrF! Mrs on neortmmend.sLinn nr tl e hi nrr: motion ft Hr numeration Conimteeie framed policy I nr
Selection and n::;ig''.nlrn=.ni rl Directors tisn nr Maneqe-ineni and their errunRishon which s stated m tee
Corporate Governancs Report.

I via Nomuialiort and Ramunpraticjn Policy gFcompany ie be ing placed on website at ctsmpariy and same can be
assessed at https ..''to. si id .conVpolicios.

dj N mm her of Board Meetings

Tne Meetings of the Board and iis Comminees ora held at regular(ntervals to discuss, deliberate ard decide on
various business policies strategies, governance. financial matters and other businesses

Th r Board met 5 times di m n g the fme ncial year ended 31 ^:Me:rh, 2^2 3 in recorder ce wit h the provisions nr the
-.r.i 11'' f detent nf Which are given m the Cnrpnmie Governance Ftepo''¹

T he gap between two Beard Meetings did i lot exceed 1 aldaye as per Sed on 173 of LI ie Am.

e) Board cd Directors and Key Managerial Persons:

Based on ihe recommends tion of N cm mation and R.om u nc ^ration Comm ittc-o (NTCC) 1he Board at i1s n^ec ting hold

cm 2~ Me y. ?0?2 approved th e appoi mment of 5 h ri. Rakes n R Koth -i ri as tee C h ief Fi nanciel Officer (âCFOâ) of ine
company with effect to m ? May ?02? Pursuant (o hfa-appeintment as CFO nf Ihe company. Shri Abbishejt A
javeri ceases to be ''CFO'' wi1h effect From 2â May. 2022

Â¦ The members ot Ine Company at 1ne Annual General Meel ng held on 22 September ?0?2 had approves the ne-
dpau nlinen! bl Mr Amlt IMahen-Jra Mehfta ai dir Ihdepenc''er''l ?irady ul Ihe company ^Jcir a Second term of l.ve
conaecuti ve yeans Com mtSJlCIng from April 3(3.Â£02311ll April Â£9, 2H2H.

I1| Retirement by Relation:

In accordance with the provisions of the Acl. none of the Independent Directors =5 liable to neirre by rotation As per
the provisions of Section 152oflhn Cempanias Act2013, Mra.Sewrffl A Javen. retines byrotalten ntrhe ensuing
Annua^: General Meeting and be mg eligible, offers herself for re-appointment,

The Bo?rid recommends her re-snwnrmem end rhe agenda seeing tee approval of Memhers^;s included in me
Ntjlwa Mrvteri ng the SjOhAnnu^i General Meeting The necessary resolution recommending her re-appointment
forms part of thnAGM Nnlice.

iii| Appointment criteria and qualifications and their remuneration:

i he Num iujI''ui- Â¦Â£ Remuneration Committee r NHC") Idaflttflos and ascertain the integrity, qualllicationg
expertise and cxpcrence- of Lire uersun for appcmUmonl as Duocfo-. Key Managerial Personnel ('' KMP ) or Senior
Management Personnel (''SMP ) at Senior Maiiag-ement level ann -ecommend tnc same to the Baa-ro for
appointment.

Iv | Separate M acting of fnd-c pen dent DI re etors Â¦

Ill term f. of tequirerr = nt-; nt Sched ijle IV of the A::r the Indepenc-e i ''1 Directors Off Ihe Company met separately on
141 ri February, 2023.. inter *Â¦ ia¹0 review I Me performance of No n-fortepend = n1 DireGfors (InCflid nq foe Cl" h irm h i n
I lm ei''tire Board aid [he quel ly. qpanfrly and fumeHrSSis qf the Mow 0^s information trelween the Manaqemerl and
the Boars.

19, LOANS FROM DIRECTORS

During the financial year Linear review. the Company has Pofrowod tho following alWJUnt-fs) from Directors and tho
respective directs'' h3B given a declaration in wntmg to the Company to the effect that the amount is mot being given out
of fu nds acqui''cc by him by be mow ng or acce pi pg loans or c (a-p-osits from orheri. Accord¹ ngly, the foi lowing amou nt[s)
is tare excluded from the definition. of Deposit as per Rlm& 2( 1 >:rM''viii) of the Companies (Acceptance of Deposits)
Piiies 201J--

Name of Director giving loan	Amount borrowed during 2022-23
Shri. Asit D. Javan	395.00
Sti 11. Abhlshtfo A. Javu n;	233.00
Sms: Saema a. Javan	95.00

20. REMUN ERATlO M f CO M M15 51 ON DRAWN FR OM HOLDSN G t SUBSIO IA RY C OMPANY:

Dni''ing Ihe financial year i mder review, foe d rectors of ihe Con^-pany has not received ''emuneration: oomn.&s''nn fnom
the holding / su bsidiary Comp a ny

21. COhllMITT El E5OF BOARPOFEJIRECTORSOTTHECQMPANY:

lhe Company has duly ranitituted the following mandatory Lfomm-tteesin terms or ihe [revisions of the Acts. Listing
Regul a I ior IE redd with ml v s I far ''ltd Ule reuritl &t\nZ.

a. Audit Committee,

b. Nomination end Remiirtiralioii CoiiiiuHtee
c Stakeholders'' Relationship Commillee:

d. Corporate Social Responsih ility Corntni floe, and

a. Ris k Ma nagement Carnmlltea
f Internal Complia n1 Comm itree

Hie Lfom position or all above Committees, number of Meetings held [luring die year under review, tune I terms or
reference and Othel details hays bean proYHiud in trio Corporate Govemante Report Which forms part of Uhls Annual
Report. AL Lhc ra comma ndalwri s n iadc by ihe Conim: LLees wore accepted b y lha Board.

Tol lown ''g a re the Committees of 0 oa rd of D irectarg of the Com pany Dota Is of the conposititon, tc mas of refe rence and
numhe" of meelirgs held for msoective comcniltees are giver In I be Report on Corporate Governance, which forms
pa rt of the An n uar Report. The sa me i s an nexed hereto a id marked as An ncxn rt-11.

ZZ. NOMINATION AND REMU ITERATION COMMITTEE:

1 he htnmination and Hemimeration C nrn m ittee was nonsli 1i Had nursi rant tp the pro iismn qf section 17S n¹ lhg Apt The
Com Hi lee has In accordance w: 111 11 r h pTpv ^iri r la- of sub-sect¹ in (3) of Section 17 !i el hie Ac! fOfmLi lated and uploaded
Oh 1 tttpjj Y/tvWw. sn Â¦:. I. com/pp I icy, Die pobty S&tttejij Out the Criteria for tte termini nq qualifies I ions pusihve attributes
IntL-peiWlcufoe uf -j Director fold policy idieting fo TatrlUnb: ration frn DiruCfors, Key Managerial pL-rsOnrite ahd Other
employees.

23, CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

Corporate Soma Responsibility Committee was constituted pursuant fo the provisions or Section 135 of the Ac! The
compositor of the committee is as fol lows

Mr AsitOhankumar.Javen, Charms11.

Mf Pfiyam Snaniiial Jhaven. Member
M i AyrruMa Â£. Ratu I Mumijur

The Annua: Report or. GSR Activities, stipulled unde.'' the Act un-a the SEBi (Lisl.ng Obligation S. Disclosure

Requirements) Regulalions. 2^,r115 {''LODR") forms an integral pah of this Report and the Company hp.:. i-niliaied
activities in accordance with the said PoMcy. the detail of which have teen prescribed inÂ£ p.ne^uce-ll!.

The C-P R pol r;y j s a vaita b-te -on Ihe we hsite of the Com pa n y at the li n K littpsrA''ww W.sncl com! pol icies

24. B U3IN ESS RESPO MSIBILITY & SUSTAI NAB ILITY REPO RT

RaguldljDn 34(2) of the SE0I Luting RugLilaliC.ru, I''kir alia, provides Uiai the Annua Repuh of the 1uu IbbO listed
Antilles based on market cap''taii2atmr.. should iiriandstorfly indtufe a BiifjjnesS RespojitJhlS^ 4 SufiialuBbHIiy Report
("BRSRfrom Tnanclal year 2GZ2-23 onwards. The same u annoxed fio-x-to arts marked as Arin^ureH^ describing
the inillat vbs taken by tl"i;- Gurnnp&r.y fi o nri an: environmental, social flirid governance- perspective

The BRSR forlhe hnanciol year 2022-2023 has also been hoslcd or. the Company''s website

25, tNTERNAL COMPLAINT COMMITTEE FOR PREVENTION AND PROHIBITION OF SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE;

Sr.	lining	Designation	?ate of appointment ! Cessation
a)	M rs. Beerra A sis iaveri	ChairperaC''n''PrEsidmg, Officer	2S" March, 20 IS
b	Mrs phiiomena FematxIftS	Member	resigned W e f n'' November, 2022
c)	Mrs. JydtSnfl Toshar Rarab	Member	resigned W.ef :4â WovembEr 2022
d	Mrs. MamLa Jalin Shall	Member	2tf'' March, 2022
e}	Pita 5. M. Rao	External Member	appointed W.e.f 14'' November, 2022
f)	Ms. Smite Siny''i	Member	appointed W.o.l 14'' November, 2022
g}	Mr V, Ramakrislhnan	Member	appointed W.f.l 11'' November, 2022
h	Mr V. N. Hudskar	Member	appointed Wd 14'' November, 2022
i	Mr R. M Gandhi	Mem bar	appointed W e.f 14'' November, 2022

25 VIGIL MECHANISM f WHISTLE BLOWER AND RISK MANAGEMENT POLICY:

Pi. rsi i h ill to lha pmv isinns of Section 1 77 (S j nf tl re Art read with Rule 7 Hflfthe On n mania ^ (MneN''ijp of Board arm 11 r-.
Power,J Rules, 2014, and Rajfliat on 12 nf Shbl ;l DOR) Req''ji:il nns 2,115 the Company already has. in nlace "Vigil
Maatlpnium Pciicv" (WlUSlte Blower ^:JollCy) I Dr Directors and AiTiplOyOSS cl the Company Id orDvide a much an-am
which ensures adequale safeguar u a tost lunuyetu an d D: rectoja i run i any financial elalarrignle and reports, e Ic.

The employes of tio C ompa ny h a ve thcr nq hl/apticn lo re port their concern/g navan co Le Lha Chairman cl tno Aud it
Committee. The Company is oanniiik''d ;o aahcrc Lo- ine highest standards if ethical, irtcral and legal conducl of
business operations The Company also adopted Risk Assessment Procedure The details of the same are mentioned
m Ihe Corporate Governance Report

27. AUDITORS 5 REPORTS:

? ) Statutory Auditors of the Company anrl the-ir observation a, if any on accounts for the year ended 31"''
March, 2023

A: lha 4fi^r''Ann.jR Genera Meeting held nn fiepl err Pat 25 ?Qtg ihe Members approved appointmmil nf MVk

Jayesh Da d:a& Associates I.1 P, Chanererf Account ms rFirm registration T21I42W/W1Q0122). to tick) office

trom the cbfldLigtol nfthe if''/ Annn.d General Meeting until the cdrldusigi''l of the 51 '' Annual G-ereml Meeting to
behelrirorthefinarcia year2Q24.

1 heGfa''-.dory Audito''s repo it t!::ei net oiailj-ri u-nyqua flcatJflns, reservations adverse remar-is or disclaimers,
bj Internal Auditor''s o1 trie Cuinpuny.

Th-o Beard of Directors in llioir maot-ng Itald on 24th May, 2023 ro-appOLiilod M/s Cliandrastiokliaf Ivor & Co
Chartered Acoou nt-ant as the Inte rnal And itor of the Company For tl in Financial year 2023 -24

cj Cost Auditors of the Company:

Th-e B-oerrt Of Directors of the Company has OH fhe recommendation of the Audit CorpmiHee. approved the
appointment pi Ws Vinay Mulay Â£ Co . Cosi Accountant i.Reg Mm M,''3791) as the cost auditors of ihe Com,par",-
fpr 1he year ending March I^J,1,2Q24 subjeol 1p approval of members in l-he ensuring Annual General Meeting i e
50"AGM nf 1ne Company

Further. as BJJÂ«ififid by the Centra-: Gouammenl under Sub-Section t1) of Section 14H ol ha Act file required
actijU11La ami recordsaru made and maintalnad by the Company.

d} SacnMrtaI Auditors ol me Company:

The Board on the recommendation of the Add-r Committee appointed Mi''s. MMJB 5 Associates LLP. Company
Secretaries -n Prad-ce. Mumbai as Becretadai Auditor lo conduct Secretarial Audit ef the Cemaany for the
Financial Year 2022-23 and ¹ heir repon is annexto hereto anc marked as Anne*lire -V ODservaLions made by
Sec reraripl Auditor os pers^r repnrl alc-''ri with explar0(i

The Pwrtl to 5 also appointed M/s MMJE & Asstxtotes U P Company Seo''otnn^ in Practice. Mum to. as
SWrefsrialAiKtitjtfflQ condutl SecnetiSsl Audit of tfte Company for Financial Year 202 3-24

s) Re po rtin g of fra ads by statutory auditors:

There WBfti no incidences at repurtmgd frauds by StatuluiyAUUitursu¹ thu Company under Section 143 M2;o<
thu Act read wlfh Corrtpantes (Accuunts) Rules.

t] C od u for prevention of 11 ls i dci Tradi ng:

As per 5 E EH (Proh Ibid on of inste e r T rad; ng Regulations j ,20 f 5. your Comps n y h as adopted arm me ndcd Code of
Conduct to Tpgula''.e monitor and report trad.ng by Designated Persons .and their Immediate Rein: ves unde^1, the
SERI Â¦, PnonipHtion of insider Trad ingl Regulators, ?Q 15

This Code of Conduct also include* node gl pTflcfioes 3rd procedures. Tor fair disclosure rrl unpubh-.hed price
sensitive uilr.rTâiation ein ri uas been ttiarlp avail.min on the Company''s webs: la.

28. CORPORATE GOVERNANCE;AND MANAGEMENT DISCUSSlONAND ANALYSIS REPORT:

PulSuan! to RugulaLloi is 17 to 27 Und Scbftduls V of SEBi (Listing Obligations find UiSCIqSuiu Ratjqlwmanis}
Regulations, 201S Lhe corporate govomanoe report ^gather with Auditor report on the compliance on tlio same s
annexed hereto and marked as Amicxuro II and the Management Discussion and Ana lysis report is annexed hereto
annf marked as Amuxure -Vi

29. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND

OUTGO:

The informal on cm Cflrge-rYflfwn of energy, technology absorption end Tnre:nn exchange eamlnge end outgo stipulated
underSection 134(3)(m) nf the Ac.t, read vrllh Rule 8 of The Cramps n;es ( AgÂ«hjnts) Rules.2014, (B annexed herntn end
marked as A:i r:ex u ra -''Vll.

30. ANNUAL RETURN:

Purs jam to the provis-ons of Section 92(3) anu 134 (3) (a; of Due Ad, 2013, flic Annual Return for Lho ftrranciaf year
omreef 31" March 2023 wiii be uploaded on the wabMjSs of th.e Company at https .vWww.snd.Khni/annualietU''r

31. SECRETARIAL STANDARDS OF fCSI

Your Con^-pony is ireevnp iance with the SeCtetaral StEtpri3rrl9.cn Meetings of ihe Hoard of Directors fss - rj ^nd
General Meetings (^HSS*Z*) issuer: by The Institute of Company Secretaries of India nesh 3 rid -^H5 approved by me
Gove mment

32. INDUSTRIAL RELATIONS

The Cbinpany has heart able to create a favaiabte work environment that motivates performance; customer focus and
Innovator! b your company''s strategies are based, inter alia, cm process of continuous l ea ming ants jmprova me n(.

The Company contjnuas to focus on extensive training and developmental achvit.es aixi efficiency and quality
improvement initiatives.

The pmducii vi1y linked long term vvg gosettlemert wi111 die ivodmien is under negotiaI .or

33. PARTICULARSOFEMPLOYEESANDREMUNERATION:

1 he interrn-d!Â¦ on required under Section 197(17) ol the Art ''eeP with Hu:- 5 n1 the Cernpgu es (Appointment end
Ran:lIiteration m Managerial Personnel) Rules. 2014 and other applicable Rules, is attached as AnnamwaAflll
Statement cuntai . ny particulars of kip 13 employesÂ® und Lhu employee''s drawing ramunufaiiwi in excess 6f limits
prescribed under Section 197 (12) of ihe Act mad with. Hula 3(2) and (3) M the Companies {Appointment and
Rumu iteration of Managena Personnel) Rules. 2014 and other a pc Heat''e Rules is arovided in LlteAnnoxure terming
part of this report.

34 SIGN! FICANTOR MATERIAU ORPER5 PASSED AGAIN ST THE CQMPAN V

F11 rr; usnt 10 ItlS fera. irR m â Â¦ il tiT Snotion 1 34 (3 )(g) o^J ''Me Ant .2013 read WTI h R''. He FI |5 |fvii) of the Com nnon; s (ACCOtlBfel)
Hnles, 5D14. II is conVmnn that d''j''inq FV 2021-23 there irreie no siqn firen! nr matedal ordere passed by the
Re 9 l latl ;re 0 Â¦ L^Ou-oi 11 ibui ih Ih 1 m pa-: ;fing LIâ¢Â¦ h go- i iq ounce m statuH and your Cornpn r y''s Opera lions in Mima

35. MATERIAL CH ANGE5 AND COMHITMENTS AFFECTINO FIN AMCLAL POSITION BETWEEN THE END OF THE
FINANCIAL YEAR AND DATE QFTHEREPORT:

Thi;rs have been iholher rnaterral changes and commit-metiSs arf acting the financial position of your Company since
the close of r ipancia; Year i e 31" Maren, 2023 n-nd the date of this Report except those mentioned In this report

36 LEGAL AND REGULATORY

The Company envies Tie -.-:r,mp1i:3nre will lews ^nd reni.l.ncrei pretevenl snn ^pp|,cable e-e esirenlial nad pf 1he
bijsiiâ5iS operahnns We nl SrtnhnnH Hi& r:nnin lilted to comply lews and req.tHliprc in d-veree areas an Wo dud safety
pmd.jd dAimu lredenwk.5. copyright patents, competition employes hee^:lh end H-Hlfdy I he enviTonmuril Corporate
governance liiling and diidlhLltp Urnpldyitiarl! arid taxes

Frequent changas In Saggl and regulatory regime in id Introduction of newer ragulalloiis wllft mu-hplu audio! il-os
ragu.mlng same- areasiead lo ccmnpii''xlly in compliance. Wa closely monitor and reviewour practical lo ensure thpiwe
re n ian \ complaint with relevaru ''aws and legal obligations.

37. SYST EH AND IN FQRMATIO N

Your Company''s operations are increasingly dependent or Information Technology MT^r) systems and Ihe
management of information. Increasing digital interactions wiih customers, suppliers end Consumers place even
premier emphasis on the need for secure and reliable !Tsystems and infrastructure anti careful management o1 the
i nlcirmahpn Lli :h I ia In ou r possession

The Cyber-attack threat I un-aulhorisad access arid III sues cl seusiLivH iiilurmaLiOn or disruptin'':i In Operal.nir:
cfnHirmes 1Â» i^CPMS*: To reduce llui impact t:f oxtermil cybt:--attacks impacting oui business. we have firewalls .md
mi un! monitoring systems in place, complete with immediate response capabilities to mitigate identified threats. Qui
employees at Sadhana a no trai nod to upocrsland these reg u- namonts and en sure tho effective implement.

36. GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting m required in respect of the following items us there were no
trausaclions on these hens during I h e year under review

I. The Company has not issued any ahnrea with deferential ngtifs arid hence np infnrmalinn as per preview,i:s nt
Section 43(a)(ii) of 1he A;t read w.lh Rule 4(4) bf I he Companies (St: are Cnpilal nnrf Debenture) Ru!es, 2DM i?

liiTTliiihed.

II. The Company bag not issued any sweat ertdity shares dutmg me year u ridur rn view and tiatiee rw Infdrmalioii as

par provision s of Section (1 )(d) of fho Act roaci with Rul u 0; 13) of Lh c Compaitics j Sh ana C ap itcl anc Deseniurc)

Rules. 20141 i f ti i nislted.

III Thn Company has no I ''SSucd uny equity shares urn cr Employees Stock Option Scheme durino me yereview and hence no informiil-.on as per provisions of Section G2{ l)(b) of the Am read with Rule 12(9) of ''he
Companies {Share Capital and Debenture) F? u les. 201 ^ is fi jmfohed.

IV During the yonr undnf raviev, there were pn instances of nnn-eye''r;r.ing r,f voting rights m resper.t of (hares
frunttigged d.rechy hy employees under a scheme nyrsuant to Seclron S7(3) pf thn Ad read with Flute t&i''t) O^fCompanies ;Share Capital and Deher cures: Rules, 2014

39 DIRECTORS RESPO NS IBILITY STATEMElYT

Pursue rifts tho regu.renriGnt of SecLion lo4(b) of tna Companies Act, 2913 the Board of Directors of your Company, lo
fhc b&st of ineir knowledge ana aS: hty. confirm that

(a) ip tho prepar&hon of the An n .ja¹ Accoun ts. tho applicable accou n Ling standards have been followed and there a re

no matencsl departures

l.h) The Dkectw ''lave selected such accounting polmiea grid eppliErl them consistent! y and mad? jur.gn¹ Fills and
e Etiolates (hat are reasonable and prudent so as to q we a tr ue and âai i v~ w of (he slate of afl s ire nt your Comps i¹ y
a F 1fte ei -U tit the P¹ n flrtflial Year and of ftlB profit of your CÂ«ri paiiy ft if Ih a I period

(c) I Me Dtrectw have takan proper and sufficient t-m:- âor the maintenance of adequate acaouniuig records in
accords nee wish tnc provisions of (The Ac!) for eafeyoarding th e assn Is of your Compai i y and for preventing and
detecting fraud a nd other mgularitie^

The Director have pro pared I he.Ar n u a ''â¢ Accounts on a going concern ba-sls;

Tns pi''reolor have laid down rfemgl finaoca¹ controls to he followed by yoiir Company anri thgr such internal
fingnei e controls ane sri ec u ate and a ne opemii ng e

I ne Director Ha ve devised prone^- systems tneiÂ¦Â¦lira mnipkanre with Ilia orDvisions of el! .-inniicahln Ujbh Â¦ and that
Such systems were h d eg cate anri operating effectively

40. SAFE HAflfiOuH :

Statements in the Beam''s Report including Ajinexuros there tq describing !no Company''s objectives, expectations or
forecasts nay ceforwaid looking vntlim (he meaning of applicable securities laws and negulalKuns. Actual results may
differ materially from those expressed in the statement Important factors that could influence the Company''s
operations include gtoba''¹ and domestic demand ana ruppiy. Input costs, av-p.lability, changes in government
regulations, tax lows. Global geo pol-ticat sititetior economic developments w''iihin ard outside ttip ctulnfry and other
factory such as litigation and industrial relations

41. ACKNOWLEDGEMENT.

1 lie Board nt Dir udore extend¹! its r eapatt grfli .1 n n a to ah employees across vannii s te vels nt our nrqeni whose
hard work. dedication, end unwavering Con imi I merit have been [lie pillars of oui success, arU tor ItlaL. we are

profoundly thankful.

Wo would also Tike to pxpress oursmcereappreciation for the enduringcooperation and support wt- havo raco:vedfnom
ou'' shareholders investors. bankers, financial insbfLffiorts cfomers, and tidiness gamers. Thsfr trust and
e ncou ragement have been inva iuahlc in ourjottf ney

Our heartfelt thanks also go out to ail regulatory euthom es and other stakeholders who have consistently provided
guidance and support, contributing tp our ongoing growth and success We look forward tp strengthening these
relay pnships as we continue to navigate 11 re pafh to pcogress together,

For and On Behalf of thE Board of Directors

ASiT D. JAVER

FXCUlIVE CHAIRMAN
DIN;0026Sf14

Place. Mumbai
Date 7â August . 2025

Mar 31, 2018

The Members of

SADHANA NITRO CHEM LIMITED

The Directors take pleasure in presenting the 45^th Annual Report together with Audited Financial Statements for the Financial Year ended 31^st March, 2018.

1. FINANCIAL RESULTS (Rs,InLakhs)

PARTICULARS	STANDALONE		CONSOLIDATED
	2017-18	2016-17	2017-18	2016-17
Revenue from operations (Net) & Other Income	11,115	5,949	11,464	5,737
Profit before Finance Cost, Depreciation, Exceptional item and Tax (EBIDTA)	3,500	912	3513	875
Finance Cost	(484)	(626)	(521)	(632)
Depreciation	(188)	(192)	(192)	(192)
Profit/(Loss) before exceptional item and taxation	2828	94	2,800	51
Exceptional Items	-	-		-
Tax Expense	309	-	309	-
Profit/(Loss) after tax	3,137	94	3,109	51
Other Comprehensive Income	(42)	(12)	(42)	(12)
Total Comprehensive Income	3,095	82	3,067	39

2. DIVIDEND:

Yours Directors are pleased to recommend dividend of Rs, 1.00 per equity share of Rs, 10.00 each for financial year 2017-18.

Your Board of Directors have approved and shall pay preference dividend of Rs, 0.10/- Per 1% Non-Cumulative Non-Convertible Preference shares ofRs, 10/ each, to the Preference Shareholders.

This will entail an out go ofRs, 103 Lakhs.

There is no unclaimed dividend which remains to be transferred to Investor Education & Protection Fund(ffiPF).

3. TRANSFER TO RESERVES:

The Board of Directors has not appropriated and transferred any amount to any Reserve and have decided to retain the entire amount in Profit and Loss account. .

4. REVIEW OF OPERATIONS:

The total revenue of your company for the financial year ending 31^st March, 2018 has beenRs, 11,115 Lakhs as compared toRs, 5,949/- lakhs in the previous years, registering a significant growth of 87 %.

Focus efforts have been placed on expanding the end applications of companyâs product line over the last several years which has helped in yield strong results this year, offering healthy sustainability for the years to come.

This diversification, in end application has also simultaneously diversified clients and end destinations for companyâs products globally, de-risking our portfolio from any single customer, application or market.

The level of operations has been steadily increased over the last several year and has reached satisfactory level. This has helped in economies of scale and made company competitive on the global front.

Because of your company''s product quality standards, we have been able to maintain steady relationships with our long standing customers along with building relationships with several new customers.

The result of all the above factors has led to companyâs best year to date, registering companyâs highest ever turnover, and the highest ever Profit After Tax (PAT) of Rs, 3,137 lakhs. (P.Y. Rs, 94 Lakhs) from normal operation registered in 3237 % growth.

Pursuant to the notification dated February 16, 2015 issued by the Ministry of Corporate Affairs , the Company has adopted the Indian Accounting Standards ("Ind AS") notified under the Companies (Indian Accounting Standards) Rules ,2015 with effect from April 1,2017. As such the financial statements for the year ended as at March 31,2017 have been restated to conform to Ind AS.

The company has a very strong order book position and expect to maintain the same or higher growth trend. The cost control at every stage of operations with the increase level of operations resulted in product cost improvement.

This resulted in outstanding performance and best ever year, the EBIDTA from normal operation for 2017-18 was Rs, 3500 lakhs (PY EBIDTA of Rs,. 913 lakhs) which represents a growth of 283 %. Moreover, the profit for the last quarter of 2017-18 from normal operation was of Rs,2186 lakhs (Last quarter of PY profit of Rs, 125 lakhs).

5. EXPORTS

With the increase in competitiveness of your company on a global front, it has stable exports to across Europe, Japan, Korea, North and South America, and with a significant quantity being sold to China.

While our local market is growing steadily companyâs turnover is still focused on the export market with this year''s exports being a total ofRs, 8163 lakhs compared to last year''s Rs, 4,152 lakhs registering a growth of 96 %

Exports constituted about 76 % of the overall revenue from operation including other income. Company''s Exports are well diversified in terms of product range as well as the Countries of Export.

6. EXPANSIONS

The company has resumed manufacture of Colour formers, a performance chemical it used to manufacture in the past. It is the key raw material for the coating of thermal paper, a presently growing industry. Due to global demand and growth of thermal paper, your company is expanding its production lines of colour former to capture the current global requirements

There is increased demand of Meta Amino Phenol and Aniline 2,5 Disulphonic acid globally, two of your company''s key products, due to which your company is in the process of increasing it''s capacity by 50% in both products.

The proposed expansion will be put to use and operationalize its entire capital work-in progress during the year 2018-19. In addition to this the estimated project cost will be around Rs, 50 Crores. The above expansions are being funded through internal accruals and are likely to be completed by the end of this financial year. The additional positive effect on your company''s results due to these expansions will take effect in the financial year ending March 2020

7. OUTLOOK

Your company has strong long term fundamentals. The company has practically reduced all it''s borrowing, and has started the year debt free. It is looking towards leveraging it''s unique product offering along with it''s competitive strengths towards a long term diverse sales pipeline with sustainable cash flows for the foreseeable future. Your company is looking to utilise it''s cash flow towards expanding product lines as well as diversifying into downward derivatives of it''s existing products to create a maintainable long term revenue pipeline.

8. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The performance and financial position/ salient features of the financial statement of each of the subsidiaries, associates and joint venture companies for the year ended 31 st March ,2018 is given in Form AOC-1 and is attached and marked as âAnnexure âand forms part of this Report.

The Company has two wholly owned subsidiaries viz. Anuchem B.V.B.A. Belgium - a Foreign Subsidiary, and during the year your company acquired Strix Wireless Systems Pvt. Ltd, an Indian Subsidiary. The Audited Financial Statement of the said subsidiaries is considered for the purpose of preparing Consolidated Financial statements.

9. RELATED PARTY TRANSACTIONS

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Act, the Rules thereunder and the Listing Regulations. The Policy on Related Party transactions has been hosted on website of the Company.

The particulars of contracts or arrangements with related parties referred to in subsection (1) of section 188 of the Companies Act, 2013 in the prescribed Form AOC-2 is attached as â Annexure-IIâ to the Boards Report.

10. FINANCE

I. Deposits

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 (âthe Actâ) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

11. Particulars of Loans, Guarantees or Investments

Pursuant to the provisions of Section 186 of the Companies Act, 2013, read with The Companies (Meetings of Board and its Powers) Rules, 2014 as amended from time to time (including any amendment thereto or re-enactment thereof for the time being in force), Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the Note No.5 & 8 to the financial statements provided in this Annual Report.

III. Issue of Sweat Equity Shares

As per provisions of Section 54(l)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014, details of sweat equity shares issued by the Company during the financial year under review is furnished in âAnnexure IIP attached herewith which forms part of this Report.

IV. Employees Stock Option Plan

The Company has received in principle approval for issued of ESOP pursuant to scheme approve by members. However, the same has not been granted till date.

11. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT:

Acquisition/Takeover: The Board, at its meeting held on January 19,2018 recommended and which is duly approved by shareholder Acquisition of Spidigo Net Pvt. Ltd., Indian Company

12. RELEASE OF ENCUMBRANCE OF SHAREHOLDING OF HOLDING COMPANY

On the clearance of the dues corresponding to pledge the encumbrance on the part of the shareholding held by the holding company were released on April 24,2018.

13. ISO CERTIFICATION

Your Company has certification as per ISO 9001-2008, ISO 14001:2004 and OHSAS B.S. 18001:2007 granted by the certifying body RINA for development and manufacture of Chemical Intermediates.

14. INSURANCE

The assets of your Company are adequately insured. Your Company has also taken out suitable cover for Public Liability.

15. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The internal audit are carried out by a separate firm of Chartered Accountants. The periodical audit reports, including significant audit observations and corrective actions thereon, are presented to the Chairman of the Audit Committee.

16. ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWER AND RISK MANAGEMENT POLICY

The Board of Directors of the Company has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and Regulation 22 of Listing Regulations the Company has established âVigil Mechanism Policyâ for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The Company also adopted Risk Assessment Procedure. The details of the same are mentioned in the Corporate Governance Report.

17. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSOSNNEL

I. Declarations by Independent Directors:

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(l)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

n. Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder relationship Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

In a separate meeting of Independent Directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of executive director. The same was discussed in the Board meeting held subsequently to the meeting of the independent directors, at which the performance of the Board, its Committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

EIL Remuneration Policy:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

IV. Number of Board Meetings:

The Board met Five times during the financial year ended 31 st March, 2018 in accordance with the provisions of the Companies Act, 2013. The details of which are given in the Corporate Governance Report. The intervening gap between any two Meetings was within the period prescribed by the Companies Act, 2013 and the Listing Regulation.

V. Board of Directors and Key Managerial Persons: Appointment of Directors and Key Managerial Personnel (KMP~)

The existing agreement with Shri Asit D. Javeri Chairman & Managing Director Mrs. Seema A. Javeri, Executive Director (Administration) and Shri. Abhishek A. Javeri, Executive Director & CFO of the Company was terminated as on 30th April, 2018 and they were subject to the approval of the members in the General Meeting and subject to further approval of central govt, if required re-appointed on 1st May, 2018 on the recommendation of the Nomination & Remuneration Committee.

Mr. Amit M. Mehta (DIN: 00073907), was appointed as an Additional Independent Director of the Company with effect from 3 0th April, 2018.

The terms of appointment of Shri Nitin R. Jani, Company Secretary who retire on 13th November, 2018 was extended further by 3 (Three) years upto 13thNovember,2021.

Resignation

Mr. D.M.Shah resigned as Director of the Company with effect from 19th January,2018 due to personal reasons. The board appreciates and takes on record his valuable advice and contribution during his tenure.

I. Retirement By Rotation

In accordance with the provisions of the Act, none of the Independent Directors is liable to retire by rotation.

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Abhishek A. Javeri retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

18. AUDIT COMMITTEE:

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section. The details of Composition and meetings of the Audit Committee held has been mentioned in the Corporate Governance Report.

19. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of Directors as constituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Act.

The details of composition of the Committee and the number of meetings held by the committee are mentioned in the Corporate Governance Report.

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees.

Major criteria / gist are defined in the Remuneration policy framed for appointment of and payment of remuneration to the Directors of the Company. The remuneration policy is stated in the Corporate Governance Report.

20. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Board of Directors of the company has constituted, pursuant to Section 178 of the Companies Act, 2013; the Board of Directors of the Company has constituted the Stakeholder''s Relationship Committee.

The details of composition of the Committee and the number of meetings held by the committee are mentioned in the Corporate Governance Report.

21. AUDITORS*REPORTS

I. Statutory Auditors of the Company and their observations on accounts for the year ended 31st March, 2018.

At the 44th Annual General Meeting held on August 2, 2017, the Members approved appointment of M/s. Chandrashekar Iyer & Co., Chartered Accountants (Firm registration No: 114260W) to hold office from the conclusion of the 44th Annual General Meeting until the conclusion of the 49th Annual General Meeting to be held for the financial year 2022 subj ect to ratification of their appointment at every AGM on such remuneration as may be fixed by the Board apart from reimbursement of out of pocket expenses as may be incurred by them for the purpose of audit.

I. 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, M/s. Makarand M. Joshi & Co., Company Secretaries in Practice, Mumbai, has been appointed to undertake the Secretarial Audit of the Company for the financial year 2018

19. The Secretarial Audit Report in form MR-3 for the financial year 2017-18 is annexed herewith as â Annexure IVâ.

The replies to the comments of Secretarial Auditors in Auditors Report are as follows:-

1. The Company has not filed e-Form MGT - 14 as mandated under Section 179(3) read with Section 117 of the Companies Act, 2013 for the following purposes:

a) Availment of loan from Hero Fincorp to the extent of Rs. 136 crores approved in the Board Meeting held on 26th April, 2017

b) Delegation of authority to Mr. Asit Javeri and Abhishek Javeri to borrow from Banks/NBFC/ICD to the extent of Rs. 75 Crores approved in the Board Meeting held on 26th April, 2017.

The filing of the abovementioned forms are inadvertently missed. However the company is in process of taking necessary corrective action.

2. The Outcome of Board Meetings held on 13th September, 2017, 04th December, 2017 and 19th January, 2018 pertaining to approval of Quarterly Financial results have been submitted to the Stock Exchange beyond the mandated time period of 30 minutes.

On account of technological constraint the said filing were made in delay.

3. A Designated Employee of the Company has made contra trade which is a contravention of the provisions of Insider Regulations.

The company is in process of taking necessary action against the designated Employee.

22. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT.

Pursuant to Regulations 17 to 27, clauses (b) to (i) of Regulation 46(2) and Para C, D and E of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the corporate governance report together with Auditor report on the compliance on the same is attached as â Annexure-Vâ and the Management Discussion and Analysis report is attached as âAnnexure VIâ.

23. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company prepared in accordance with relevant Accounting Standards (AS) viz. AS 21, AS-23 and AS-27 issued by the Institute of Chartered Accountants of India form part of this Annual Report.

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules,2014, is annexed herewith as ''Annexure-VII''.

25. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31st March 2018 made under the provisions of Section 92(3) of the Act is attached as ''Annexure-VIH'' which forms part of this Report.

26. PARTICULARS OF EMPLOYEES

Employee drawing Remuneration in excess of the limits prescribed by the Companies Act, 2013. The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in âAnnexure IXâ

27. HUMAN RESOURCE/INDUSTRIAL RELATIONS

Human Resource programs and initiatives are aligned to meet the business needs. Your company believes in investing in people to develop and expand their capability. The Company has been able to create a favourable work environment that motivates performance; customer focus and innovation in your company''s strategies are based, inter alia, on processes of continuous learning and improvement.

28. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014

The disclosures as per Rule 5 of Companies (Appointment & Remuneration) Rules, 2014 have been marked as Annexure IX.

29. SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

30. DIRECTOR''S RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act,2013, in relation to the audited financial statements of the company for the year ended 31 st March, 2018, the Board of Directors hereby confirms that

(a) that in the preparation of the annual financial statements for the year ended 31st March,2018,the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) that such accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 st March, 2018 and of the profit of the Company for the year ended on that date;

(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,2013 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that the annual financial statements have been prepared on a going concern basis;

(e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

(f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

31. ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation - for the assistance and cooperation received from the Bankers, Central and State Government Departments, customers, vendors, and other business partners. The Directors also wish to place on record their appreciation to all the employees of the Company for their cooperation and continued contribution to the Company. Last but not least the Directors place on record their gratitude to the Investors, Clients and Shareholders of the Company for their support and trust reposed.

For and On Behalf of the Board of Directors

Place: Mumbai ASIT D. JAVERI

Date: 30th April, 2018 CHAIRMAN & MANAGING DIRECTOR

DIN:00268114

Mar 31, 2017

The Directors take pleasure in presenting the 44th Annual Report together with Audited Financial Statements for the Financial Year ended 31st March, 2017.

1. FINANCIAL RESULTS

PARTICULARS	STANDALONE		CONSOLIDATED
Revenue from operations (Net) &	2016-17	2015-16	2016-17	201 5-16
	577 6	3524	5565	3603
Other Income
Profit before Finance Cost, Depreciation, Exceptional item and Tax (EBIDTA)	900	223	863	215
Finance Cost	(482)	(507)	488	(509)
Depreciation	(192)	(200)	192	(200)
Profit/(Loss) before exceptional item and taxation	226	(484)	183	(494)
Exceptional Items	-	-	-	-
Tax Expense	-	-	-	-
Profit/(Loss) after tax	226	(484)	183	(494)

2. DIVIDEND

In view of the inadequate profit, your Directors do not recommend any dividend for the FY2016-17. There is no unclaimed dividend which remains to be transferred to Investor Education & Protection Fund(IEPF).

3. REVIEW OF OPERATIONS

The total revenue of your company for the financial year ending 31st March, 2017 has been Rs. 5776 lakhs (PYRs. 3524 lakhs).

The Company through fiscal responsibility and strong negotiations, has, despite working on the same working capital base, increased its production and subsequently its turnover. With the companyâs turnover increasing over 63% from the previous year the company is back in a healthy growth phase looking to increase the turnover going forward. Moreover, with the increase in production levels the company is back in the black and shall maintain in the coming years.

Due to the companyâs increased production levels, the company has reached a very competitive position in terms of product pricing with regards to global competitors. Due to this the company has a very strong order position. With additional working capital the company shall be able to maintain the same or higher growth rate going forward as it has in the last year over the previous year.

As a result, the EBIDTA from normal operation for2016-17 was Rs. 900 lakhs (PY EBIDTA of Rs. 223 lakhs) which represents a growth of 303%. Moreover, the profit for the last quarter of 2016-17 from normal operation was of Rs. 152 lakhs (Last quarter of PY profit of Rs. 93 lakhs) There was profit of Rs. 226 Lakhs (PY loss of Rs. 484 Lakhs) from normal operation

4. EXPORTS

Your company has become increasingly competitive on the global front and along with itâs portfolio of selling to North and South America, Japan, across Europe and Korea your company is now also selling significant exports to China. The Exports of your company during the year were Rs. 4,152 lakhs (PY Rs. 2,3421 akhs) showing a growth of 77% in export sales.

Exports constituted about 72% of the overall revenue from operation including other income. Companyâs Exports are well diversified in terms of product range as well as the Countries of Export.

5. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

5.1 As per Rule 8(1) of Chapter IX- Companies (Accounts) Rules, 2014 - Report on the performance and financial position of Its wholly owned subsidiary- Anuchem B.V.B.A is presented here under.

	Particulars	2016 (in Euro)	2015 (in Euro)
	Turnover	1368851.36	778913.43
	Profit before Finance Cost, Depreciation and Tax	10883.69	(8886.63)
	Financial Expenses	5678.04	2862.35
Depreciation		0.00	0,00
	Profit/(Loss) before tax expense	5205.65	(11748.98)
	Tax Expense	0.0	0,00
	Profit/(Loss) after tax	5205.65	(11748.98)

5.2 The Company has one wholly owned foreign subsidiary viz. Anuchem B.V.B.A. Belgium), and the Audited Financial Statements of the said subsidiary is considered for the purpose of preparing Consolidated Financial statements.

5.3 No Company has become/ceased to be a joint venture or associate during the FY 2016-17.

5.4 The performance and financial position / salient features of the financial statement of each of the subsidiaries, associates and joint venture companies for the year ended 31st March 2017 is given in Form AOC-1 and is attached and marked as âAnnexure-Iâ and forms part of the financial statements.

6. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an armâs length basis and were in the ordinary course of business. However as a matter of abundant caution, pnor omnibus approval of Board of Directors and Members of the Company has been obtained under Section 188 of the Companies Act, 2013 for the transactions which are of a foreseen and repetitive nature. Approval of the Audit Committee has been obtained for all the related party transactions. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company.

The particulars of contracts or arrangements with related parties referred to in subsection (1) of section 188 of the Companies Act, 2013 in the Form AOC-2 is attached as âAnnexure-Mâ.

7. FINANCE

7.1 Deposits

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 (âthe Actââ) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

7.2 Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given below:-

Sr. No	Particulars	Balance as on 31st March 2017	Balance as on 31st March 2016
A.	Loans given by the Company	â	â
B.	Guarantees given by the Company	â	â
C.	Investments in foreign Subsidiary and other bodies corporate made by the Company	7,71,550	7,71,550

8. Disclosures Under Section 134(3)(l) Of The Companies Act, 2013:

8.1 Subject to the approval of the Members in the Extra Ordinary General Meeting to be held on 22nd May, 2017, the Board has approved to re-classify the Authorized Share Capital of the Company divided into 1,00,00,000 Equity Shares of Rs. 10/- each and 1,10,00,000 Preference Shares of Rs. 10/-each.

8.2 The Board based on the recommendation of Nomination & Remuneration Committee subject to the approval of the Members in the Extra Ordinary General Meeting to be held on 22nd May, 2017 has approved to issue and allot Equity shares not exceeding 5,00,000 Equity Shares of the Company under the Employees Stock Option Scheme 2017.

8.3 The Board based on the recommendation of Nomination & Remuneration Committee subject to the approval of the Members in the Extra Ordinary General Meeting to be held on 22nd May, 2017 has also approved to issue and allot 114319 Equity shares of the Company as Sweat Equity shares to Mr. Abhishek A. Javeri, Executive Director & CFO for the services rendered by him since 1st April, 2016 on the basis of the valuation report dated 24th April, 2017 received from M/s. HEM Securities Limited, Category I Merchant Bankers.

9. ISO CERTIFICATION

Your Company has certification as per ISO 9001-2008, ISO 14001:2004 and OHSAS B.S. 18001:2007 granted by the certifying body RINA for development and manufacture of Chemical Intermediates.

10. INSURANCE

The assets of your Company are adequately insured. Your Company has also taken out suitable cover for Public Liability.

11. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The internal audit functions are carried out by a separate firm of Chartered Accountants. The periodical audit reports, including significant audit observations and corrective actions thereon, are presented to the Chairman of the Audit Committee.

12. VIGIL MECHANISM /WHISTLE BLOWER AND RISK MANAGEMENT POLICY

The Board of Directors of the Company has, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed âVigil Mechanism Policyâ for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The Company also adopted Risk Assessment Procedure. The details ofthe same are mentioned in the Corporate Governance Report.

13. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

13.1 Declarations by Independent Directors:

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1 )(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

13.2 Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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 & Remuneration and Stakeholder relationship Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

13.3 Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

13.4 Meetings

During the year Five (5) Board Meetings and Five (5) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

13.5 Appointment of Key Managerial Personnel (KMP)

Shri Abhishek A. Javeri, Non-Executive Director of the Company was appointed as an Executive Director as on 27th May, 2016 on the recommendation of the Nomination & Remuneration Committee.

13.6 Retirement by rotation

In accordance with the provisions of the Act, none of the Independent Directors is liable to retire by rotation.

As per the provisions of Section 152 of the Companies Act, 2013, Ms. Seema A. Javeri retire by rotation at the ensuing Annual General Meeting and being eligible, offer herself for reappointment. Your Directors recommend your approval to her re-appointment.

14. AUDIT COMMITTEE

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section. The details of Composition and meetings Audit Committee held has been mentioned in the Corporate Governance Report.

15. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of Directors as constituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Act.

The details of composition of the Committee and the number of meetings held by the committee are mentioned in the Corporate Governance Report.

16. STAKEHOLDERS RELATIONSHIP COMMITTEE

Board of Directors of the company has constituted, pursuant to Section 178 of the Companies Act, 2013, the Board of Directors of the Company has constituted the Stakeholderâs Relationship Committee.

The details of composition of the Committee and the number of meetings held by the committee are mentioned in the Corporate Governance Report

17. AUDITORS

17.1 Statutory Auditors

The Companyâs present Statutory Auditors, Messrs V. SankarAiyar& Co., Chartered Accountants (Firm registration No :109208W) who retire at the ensuing Annual General Meeting of the Company are not eligible for reappointment u/s 139(2) of the Companies Act, 2013 hence they are not considered for the appointment. The Board appreciates and takes on record their valuable services.

In view of above retirement, M/s Chandrashekar Iyer & Co., Chartered Accountants (Firm registration No: 114260W) are recommended to the members of the Company for their appointment as Statutory Auditors of the Company for the term of Five Financial Year commencing from FY 2017-18. They nave confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for reappointment as Auditors of the Company. As required under Regulation 33(1 )(d) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the auditors have also confirmed that they are subject to peer review by Board of the Institute of Chartered Accountants of India and their certificate is awaited . Necessary resolution for appointment of the said Statutory Auditors is included in the Notice of AGM for seeking approval of members

17.2 Cost Auditors

Cost Audit is not applicable to the Company.

17.3 Secretarial Auditors

1) M/s. Makarand M. Joshi & Co., Company Secretaries in Practice, Mumbai has been resigned as Secretarial Auditors.

2) Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Vijay S. Tiwari & Associates, Company Secretaries in Practice, Mumbai, has been appointed to undertake the Secretarial Audit of the Company. The Secretarial Audit Report in form MR-3 for the financial year 2016-17 is annexed herewith as âAnnexure IIIâ.

18. CORPORATE GOVERNANCEAND MANAGEMENT DISCUSSION AND ANALYSIS REPORT.

Regulations 17 to 27, clauses (b) to (i) of Regulation 46(2) and Para C, D and E of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not mandatory to the Company however, the Company has voluntarily disclosed the Compliance to the best extent possible in corporate governance report together with Auditor report on the compliance on the same is attached as âAnnexure-IVâ and the Management Discussion and Analysis report is attached as âAnnexure Vâ.

19. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company prepared in accordance with relevant Accounting Standards (AS) viz. AS 21, AS 23 and AS 27 issued by the Institute of Chartered Accountants of India form part of this Annual Report.

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

21. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31st March 2017 made under the provisions of Section 92(3) of the Act is attached as âAnnexure-VMâ which forms part of this Report.

22. PARTICULARS OF EMPLOYEES

Company, will be provided upon request In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employeesâ particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

23. HUMAN RESOURCE/INDUSTRIAL RELATIONS

Human Resource programs and initiatives are aligned to meet the business needs. Your company believes in investing in people to develop and expand their capability. The Company has been able to create a favourable work environment that motivates performance, customer focus and innovation in your companyâs strategies are based, inter alia, on processes of continuous learning and improvement.

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

25. DISCLOSURE UNDER SECTION 43(a)(ii)OF THE COMPANIES ACT, 2013

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

26. DISCLOSURE UNDER SECTION54(1)(D)OF THE COMPANIES ACT, 2013

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1 )(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

27. DISCLOSURE UNDER SECTION 62(1 )(B) OF THE COMPANIES ACT, 2013

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1 )(b) of the Act read with the rule 12(9) of the companies (Share Capital and Debenture) Rules, 2014 is furnished.

28. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

29. DIRECTORSâ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a. that in the preparation of the annual financial statements for the year ended 31st March, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies as mentioned in Note No.1 of the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made 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, 2017 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

30. ACKNOWLEDGMENTS

Your Directors would like to express their appreciation for the assistance and co-operation received from the Bankers, Central and State Government Departments, customers, vendors, and other business partners. The Directors also wish to place on record their appreciation to all the employees of the Company for their co-operation and continued contribution to the Company. Last but not least the Directors place on record their gratitude to the Investors, Clients and Shareholders of the Company for their support and trust reposed.

For and On Behalf of the Board of Directors

Asit D Javeri

Place: Mumbai Chairman And Managing Director

Date: 26th April, 2017 DIN: 0000268114

Mar 31, 2016

To the Members of SADHANA NITRO CHEM LIMITED

The Directors take pleasure in presenting the 43^rd Annual Report together with Audited Financial Statements for the Financial Year ended 31^st March, 2016. The Management Discussion and Analysis has also been incorporated into this report.

1. FINANCIAL RESULTS
( In Lakhs)

PARTICULARS	STANDALONE		CONSOLIDATED
	2015-16	2014-15	2015-16	2014-15
Revenue from operations (Net) & Other Income	3,524	4,845	3,603	4,854
Profit before Finance Cost, Depreciation, Exceptional item and Tax (EBIDTA)	223	(286)	215	(323)
Finance Cost	(507)	(495)	(509)	(519)
Depreciation	(200)	(207)	(200)	(207)
Profit/(Loss) before exceptional item and taxation	(484)	(988)	(494)	(1050)
Exceptional Items	-	1305	-	1343
Tax Expense	-	102	-	102
Profit/(Loss) after tax	(484)	419	(494)	395

2. DIVIDEND

In view of the loss, your Directors do not recommend any dividend for the FY 2015-16. During the year the unclaimed dividend pertaining to the financial year 2007-08 was transferred to the Investor Education & Protection Fund (IEPF).

3. REVIEW OF OPERATIONS

The total revenue of your company for the financial year ending 31^st March, 2016 has been '' 3524 Lakhs (PY Rs, 4845 Lakhs).

The Company continued to face liquidity crunch which adversely affected its operational level. This increased cost of production though operating efficiency was in full check. Prices of raw materials were higher in the first eight months. This affected margins despite improved operating efficiency and keeping overheads under check.

The Company could not achieve higher operating limits due to paucity of working Capital Funds. The Company is taking rigorous steps to stream line the production for achieving the optimum operating level. As a result, the EBIDTA from normal operation for 2015-16 was Rs, 223 lakhs (PY loss of Rs, 286 lakhs) and for last quarter of 2015-16 profit from normal operation was of Rs, 93 lakhs (Last quarter of PY loss of Rs, 270 lakhs)

There was loss of Rs, 484 Lakhs (PY loss of Rs, 989 Lakhs) from normal operation despite lower turnover during the year. You will appreciate that the loss from normal operation activities has declined by about over 50%.

3.1 As per Rule 8(1) of Chapter IX- Companies (Accounts) Rules, 2014 - Report on the performance and financial position of its wholly owned subsidiary- Anuchem B.V.B.A is presented here under.

Particulars	2015 (in Euro)	2014 (in Euro)
Turnover	778913.43	475977.21
Profit before Finance Cost, Depreciation and Tax	(8886.63)	(34.098,02)
Financial Expenses	2862.35	1.285,61
Depreciation	0,00	0,00
Profit/(Loss) before tax expense	(11748.98)	(35.383,63)
Tax Expense	0,00	0,00
Profit/(Loss) after tax	(11748.98)	(35.383,63)

4. EXPORTS

Despite recessionary trend and unfair severe price competition from China, the Exports of your company during the year were Rs, 2342 Lakhs (PY Rs, 2,714 Lakhs).

Exports constituted about over 66% of the overall revenue from operation including other income. Company''s Exports are well diversified in terms of product range as well as the Countries of Export.

4.1 Export Oriented Unit (EOU)

Your Company had one of its plants Registered as an EOU with the Development Commissioner, SEEPZ which was valid up to 31.03.2015 and the Company has applied for its extension till 31.05.2015. Thereafter the Company de-registered its said plant from EOU status to DTA status.

5. FINANCE

5.1 Deposits

The Company has not accepted deposits from the public falling within the ambit of Section 73 of Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules 2014.

5.2 Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given below :-

Sr. No.	Particulars	Balance as on 31^s1 March 2016	Balance as on 31^st March 2015
A.	Loans given by the Company	-	-
B.	Guarantees given by the Company	-	-
C.	Investments in foreign Subsidiary and other bodies corporate made by the Company	7,71,550	8,79,969

6. CHEMICAL INDUSTRY AND OPPORTUNITIES & THREATS

Your company is engaged in manufacture of chemical intermediates, heavy organic chemicals and performance chemicals. India emerged as one of the major source for chemical intermediates.

Your company has been known for maintaining the highest standard of quality of its products. With the lowering of crude prices, improving energy efficiency and other factors have allowed your company in recent times to be competitive with the Chinese competition and leverage the advantage of a better quality product.

Your company is in the industry since last over 43 years. It has a very high degree of operating synergy, economies of scale and high quality standards. The products of your company have diverse uses and applications in several industries ranging from paper, pharmaceutical, agro chemicals, thermal dyes, light stabilizer, aerospace, dyes and hair dyes etc. Your company has a good clientele base, which is well diversified over the World. Besides, the domestic market has shown growth.

The major threat faced by the company are escalating raw material prices, crude oil prices, increasing interest rate and volatile foreign exchange market.

7. MARKET AND OUTLOOK

Your company has healthy order book position. Despite continued slowdown in the Global economies, the demand of your company''s end products have increased globally and are expected to do so significantly over the coming years.

A better product mix, operational efficiency and stringent control on the cost have contributed towards increasing productivity, production and operating margins. These factors witnessed over the fourth quarter are expected to continue going forward.

The Company continued to focus on cost control at every level to improve the operational efficiency which along with the increased operating level and upward revision of product prices is expected to improve the margin. Continuous efforts are being made for efficient energy and raw material consumption. The rate of flow of orders is encouraging. Production facilities are realigned to meet the demand. Your company, barring unforeseen circumstances, expects to further improve the turnover and performance.

B. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The company''s policy requires the conduct of all operations in such manner so as to ensure safety of all concerned, compliance of statutory and industrial requirements for environmental protection and conservation of natural resources to the extent possible. Your Company has made arrangement for rain water harvesting and re-cycling water.

9. RESEARCH AND DEVELOPMENT

Your company has continuously attached high priority to the R & D Department which is engaged in developing new processes and further improving the existing processes as an ongoing activity to enable your company to keep pace with technological advancement and improve operating efficiency.

10. HUMAN RESOURCE/INDUSTRIAL RELATIONS

Human Resource programs and initiatives in SNCL are aligned to meet the business needs. Your company believes in investing in people to develop and expand their capability. The Company has been able to create a favorable work environment that motivates performance, customer focus and innovation SNCL''s strategies are based, inter alia, on processes of continuous learning and improvement.

11. RISKS AND CONCERNS

Macro-economic factors like the slow down, sluggish demand conditions, monetary policy & fiscal policy, unforeseen political and social upheavals, natural calamities may affect the business of your Company as also the industry at large.

With competition intensifying in all segments of the industry, increasing the market shares and the consumer base is a continuing challenge.

Since raw materials form an important component of your company''s value chain, cost and availability of some of the key raw materials like benzene, nitric acid, caustic potash, sulphur based chemicals, iron powder are an area of concern.

Your Company has however improved processes for better consumption norms and by substituting cheaper raw materials. Your company has technological superiority and strong distribution network.

12. ISO CERTIFICATON

Your Company has certification as per ISO 9001-2008 by RINA, Certification for the ISO 14001:2004 and OHSAS B.S. 18001:2007 is under renewal for the development and manufacture of Chemical Intermediates.

13. INSURANCE

The assets of your Company are adequately insured. Your Company has also taken out suitable cover for Public Liability.

14. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

a) The Company has one wholly owned foreign subsidiary viz. Anuchem B.V.B.A. Belgium), and the Audited Financial Statements of the said subsidiary are considered for the purpose of preparing Consolidated Financial statements.

b) No Company has become/ceased to be a joint venture or associate during the FY 2015-16.

15. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an adequate Internal Control System commensurate with the size and nature of its business. The preparation designing and documentation of Policy on Internal Financial Control has been finalized and implemented which will be reviewed periodically and modified suitably to ensure controls. The internal audit functions are carried out by a separate firm of Chartered Accountants. The quarterly audit reports, including significant audit observations and corrective actions thereon, are presented to the Chairman of the Audit Committee.

16. VIGIL MECHANISM /WHISTLE BLOWER POLICY AND RISK MANAGEMENT POLICY

The Company has a vigil mechanism / whistle blower policy which take cognizance of complaints made and suggestions given by employees and others. The Company also adopted Risk Assessment Procedure. The details of the same are mentioned in the Corporate Governance Report.

17. DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

17.1 Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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 & Remuneration and Stakeholder relationship Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

17.2 Remuneration Policy

17.3 Meetings

During the year Four (4) Board Meetings and Four (4) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. The composition of the Audit Committee as required under Section 177(8) of the Companies Act, 2013 has been mentioned in the Corporate Governance Report.

17.4 Appointment /Resignation of Key Managerial Personnel (KMP)

a) During the year, Shri Sanjeev P. Shah, Chief Financial Officer has discontinued from his post of CFO w.e.f. 14^th August, 2015.

b) Shri Abhishek A. Javeri, Director was appointed as Chief Financial Officer of the Company w.e.f. 10^th February, 2016.

18. DIRECTORS'' RESPONSIBILITY STATEMENT

a. that in the preparation of the annual financial statements for the year ended 31^st March, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies as mentioned in Note No.1 of the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2016 and of the losses of the Company for the year ended on that date;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

19. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. However as a matter of abundant caution, prior omnibus approval of Board of Directors and Members of the Company has been obtained under Section 188 of the Companies Act, 2013 for the transactions which are of a foreseen and repetitive nature. Approval of the Audit Committee has been obtained for all the related party transactions. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company.

The particulars of contracts or arrangements with related parties referred to in subsection (1) of section 188 of the Companies Act, 2013 in the Form AOC-2 is attached as ''Annexure1''.

20. AUDITORS

20.1 Statutory Auditors

The Company''s Auditors, Messrs. V. Sankar Aiyar & Co., Chartered Accountants, Mumbai (Firm Regn. No. 109208W) who retire at the ensuing Annual General Meeting of the Company are eligible for reappointment. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under for reappointment as Auditors of the Company. As required under Regulation 33(1)(d) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

Members'' attention is invited to Note No.30 of the Notes to Accounts with respect to the observation made by the Auditors under âEmphasis of Matterâ appearing in the Auditors Report which is self explanatory.

20.2 Cost Auditors

Cost Audit is not applicable to the Company.

20.3 Secretarial Auditors

With respect to the observations, remarks made in the Secretarial Audit Report, the same has been taken note of and the company is in process to file the relevant forms with the appropriate authority.

21. CORPORATE GOVERNANCE

Revised Clause 49 of the Listing Agreement Regulations 17 to 27, clauses (b) to (i) of Regulation 46(2) and Para C, D and E of Schedule V of SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015 is not mandatory to the Company however, the Company has voluntarily disclosed the Compliance to the best extent possible and accordingly the Management Discussion and Analysis, the Corporate Governance Report, together with the Auditors Certificate on compliance with the conditions of Corporate Governance as laid down are attached along with the Annual Report.

22. CONSOLIDATED FINANCIAL STATEMENTS

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND

OUTGO

24. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as ''Annexure IV''.

25. PARTICULARS OF EMPLOYEES

There is no Employee drawing Remuneration in excess of the limits prescribed by the Companies Act, 2013. The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

27. ACKNOWLEDGMENTS

For and On Behalf of the Board of Directors

Place : Mumbai Asit D. Javeri

Dale : 27^th May, 2016 Chairman & Managing Director

Mar 31, 2015

SADHANA NITRO CHEM LIMITED

The Directors take pleasure in presenting the 42"'1 Annual Report together with Audited Financial Statements for the Financial Year ended 31st March, 2015. The Management Discussion and Analysis has also been incorporated into this report.

1 -FINANCIAL RESULTS (Rsin Lacs)

PARTICULARS STANDALONE 2014-15 2013-14 (12 Months) {9 Months)

Revenue from operations (Net) & Other 4841 3366 Income

Profit before Finance Cost, Depreciation, (319) (93)

Exceptional item and Tax

Finance Cost (462) (617)

Depreciation (207) (207)

Profit/(Loss) before exceptional item and (988) (917)

taxation

Exceptional Items 1305 1067

Tax Expense 102 (206)

Profit/(Loss) after tax 419 (56)

CONSOLIDATED 2014-15 2013-14 (12 Months) {9 Months)

Revenue from operations (Net) & Other 4854 3309 Income

Profit before Finance Cost, Depreciation, (355) (108)

Exceptional item and (468) (613) Tax

Finance Cost (207) (207)

Depreciation (1050) (928)

Profit/(Loss) before exceptional item and 1343 1067 taxation

Exceptional Items 102 (206)

Profit/(Loss) after tax 395 (67)

2. DIVIDEND

In view of the past losses, your Directors do not recommend any dividend for the FY 2014-15. During the year the unclaimed dividend pertaining to the financial year 2006-07 was transferred to the Investor Education & Protection Fund (IEPF).

3. REVIEW OF OPERATIONS

The total revenue of your company for the financial year ending 31st March, 2015 has been 74841 lacs (PP{9 months) 7 3366 lacs) registering an increase of about 8% (annualised).

The Company faced liquidity crunch which adversely affected its operational level. This increased cost of production though operating efficiency was in full check.

Prices of raw materials were higher in the first eight months. This affected margins despite improved operating efficiency and keeping overheads under check.

Your Company entered into a long term agreement with its customers for the sale of Chemicals. After commencing business for months, one of the customers was unable to fulfill the contract resulting into termination of agreement and forfeiting of the advance received.

In spite of Working Capital constraints, the Company has taken the rigorous steps to stream line the production level for achieving the optimum operating level.

After written off of the deferred tax, there was profit after tax of7 419 lacs for the year.

3.1 As per Rule 8(1) of Chapter IX - Companies (Accounts) Rules, 2014 - Report on the performance and financial position of its wholly owned subsidiary-Anuchem B.V.B.A. is presented here under.

FINANCIAL HIGHLIGHT OF WHOLLY OWNED SUBSIDIARY COMPANY - ANUCHEM B.V.B.A.

Particulars 2014 (in Euro) 2013 (in Euro)

Turnover 496.581,38 2.197.015,03

Profit before Finance Coal, Depreciation and Tax (34.098,021 (11.154,211

Financial Expenses 1.285,61 1.220,75

Depreciation 0,00 0,00

ProlMLossI before tax expense (35.383,631 (12.374,961

Tax Expense 0,00 0,00

Profit/(Losa) after tax (35.383,631 (12.374,961

4. EXPORTS

Your Company is having status of a "STAR EXPORT HOUSE' granted by Ministry of Commerce, Government of India.

Despite recessionary trend and unfair severe price competition from China, the Exports of your company during the year were Rs.2,714 lacs [(P, P. Rs.2,197 lacs (9 Months)]

Exports constituted about 57% of the overall sales (excluding other income). Company's Exports are well diversified in terms of product range as well as the Countries of Export.

4.1 Export Oriented Unit (EOU)

Your Company has one of its plants Registered as an EOU with the Development Commissioner, SEEPZ which was valid upto 31st March, 2015 and the Company has applied for extension till 31st May, 2015. Thereafter the Company will de-register EOU Plant status to DTA status.

5. FINANCE

5.1 increase in Authorised Share Capital

During the year, the Company has increased its Authorized Share Capital fromRs. 11,00,00,000 to Rs.21,00,00,000 by way of addition of 1,00,00,000 Preference shares off 10/- each.

5.2 Cumulative Non Convertible Preference Share

During the year, the Company has issued and allotted 78,50,000 9% Cumulative Non Convertible Preference Shares on Private Placement basis to its Holding Company - Manekchand Panachand Trading Investment Company Pvt. Ltd. against purchase of Immovable Properly being land and building.

5.3 Deposits

The Company has not accepted deposits from the public falling within the ambit of Section 73 of Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules 2014.

5.4 Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given below

Particulars Balance as on 31st Balance aa on 31st March 2015 March 2014

Loans given by the Company - -

Guarantees given by tha - - Company

Investments in foreign Subsidiary and other bodies 879,969 15,72,219 corporate made by the Company

6. CHEMICAL INDUSTRY AND OPPORTUNITIES & THREATS:

Your company is engaged in manufacture of chemical intermediates, heavy organic chemicals and performance chemicals. India emerged as one of the major source for chemical intermediates. The industries witnessed high degree of uncertainty and slow down following global economy pattern. The industry is dependent on the basic petro-chemicals, prices of which were highly volatile during the year. There is severe price competition in the National and International Market.

Your company is in the industry since last over 41 years. It has a very high degree of operating synergy, economies of scale and high quality standards. The products of your company have diverse uses and applications in several industries ranging from paper, pharmaceutical, agro chemicals, thermal dyes, light stabilizer, aerospace dyes and dye intermediates etc. Besides, your company have loyal clientele base, which is well diversified over the World.

The major threat laced by the company are escalating raw material prices, crude oil prices, increasing interest rate and volatile foreign exchange market.

7. MARKET AND OUTLOOK

Your company has healthy order book position. Despite continued slowdown in the Global economies the demand for the products of your company is showing sign of improvement with improved product pricing coupled with favourable exchange rate. Gradual product price increase, improved operating margin and control on overheads are expected to improve the overall performance.

The Company continued to focus on cost control at every level to improve the operational efficiency which alongwith the increased operating level and upward revision of product prices is expected to improve the margin. The rate of flow of orders is encouraging. Production facilities are realigned to meet the demand. Your company, barring unforeseen circumstances, expects to further improve the turn- over and performance.

8. ENVIRONMENT AND SAFETY:

The Company is conscious of the importance of environmentally clean and safe operations. The company's policy requires the conduct of all operations in such manner so as to ensure safety of all concerned, compliance of statutory and industrial requirements for environmental protection and conservation of natural resou rces to the extent possi ble.

9. RESEARCH AND DEVELOPMENT

Your company has continuously attached high priority to the R & D Department which is engaged in developing new processes and further improving the existing processes as an ongoing activity to enable your company to keep pace with technological advancement and improve operating efficiency.

10. HUMAN RESOURCE/INDUSTRIAL RELATIONS:

Human Resource programs and initiatives in SNCL are aligned to meet the business needs. Your company believes in investing in people to develop and expand their capability. The Company has been able to create a favourable work environment that motivates performance, customer focus and innovation SNCL's strategies are based, inter alia, on processes of continuous learning and improvement.

11. RISKS AND CONCERNS:

Macro-economic factors like the slow down, sluggish demand conditions, monetary policy & fiscal policy, unforeseen political and social upheavals, natural calamities may affect the business of your Company as also the industry at large.

With competition intensifying in all segments of the industry, increasing the market shares and the consumer base is a continuing challenge.

Since raw materials form an important component of your company's value chain, cost and availability of some of the key raw materials like benzene, nitric acid, caustic potash, sulphur based chemicals, iron powder are an area of concern.

Your Company has however improved processes for better consumption norms, substituting cheaper raw materials, converting one of the boilers from furnace oil base to Bagasse base. Your company has technological superiority and strong distribution network.

12. ISO CERTIFICATON

Your Company has certification as per ISO 9001-2008 by RINA, ISO 14001:2004 & OHSAS 18001:2O07 granted by the certifying body KBS Certification Services FM. Ltd. for the development and manufacture of Chemical Intermediates.

13. INSURANCE

The assets of your Company are adequately insured. Your Company has also taken out suitable cover for Public Liability.

14. SUBSIDIARIES, JOINT VENTURES AN D ASSOCIATE COMPANIES

a) During the year under review, M/s. An uchemPte. Ltd., Singapore ceased to be the wholly owned su bsidiary of the company. The Company has now only one wholly owned foreign subsidiary viz. Anuchem B.V.B.A. (Belgium), and the Audited Financial Statements of the said subsidiary are considered forthe purpose of preparing Consolidated Financial statements.

b) No Company has become/ceased to be a joint venture or associate during the FY 2014-15.

15. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an adequate Internal Control System commensurate with the size and nature of its business. The internal audit functions is carried out by a separate firm of Chartered Accountants. The quarterly audit reports, including Significant audit observations and corrective actions thereon, are presented to the Chairman of the Audit Committee.

16. VIGIL MECHANISM/WHISTLE BLOWER POLICY AND RISK MANAGEMENT POLICY

The Company has a vigil mechan ism / whistle blower policy which take cognizance of complaints made and suggestions given by employees and others. The Company also adopted Risk Assessment Procedure. The details of the same are mentioned in the Corporate Governance Report.

17. DIRECTORS

a) All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

b) During the year, Shri R. A. Shroff, Director of the company was expired . The Board has put on records the invaluable guidance and advice given by him from time to time during his tenure.

c) During the year, the Central Government has rejected the application made to it for the appointment and payment of Remuneration to Shri. Nitin R. Jani as Whole Time Director & Company Secretary. Shri. Jani then resigned from the office of Whole Time Director & Company Secretary w.e.f. 25th August, 2014. The remuneration paid to him during 01/09/2012 to 25/08/2014 was adjusted against his retirement dues. Considering his association with the company, experience and to comply with the requirement of section 203 of the Companies Act, 2013, Shri Jani has been appointed as the Company Secretary of the Company w.e.f 15th September 2014.

d) At the Annual General Meeting ofthe Company held on 13th August 2012,Shri.AsitD. Javeriwas appointed as Chairman and Managing Director of the Company for a period of 3 years with effect from September 2012. Hence, a Resolution seeking Member's approval for re-appointment of Shri A.D. Javeri as Chairman and Managing Director of the Company for a further period of 3 years with effect from 1st Septe -mber, 2015 is included in the Notice convening the Annual General Meeting.

e) Smt. Seema A. Javeri, Director, who retires by rotation and being eligible, offers herself for re- appointment. A Resolution seeking Member's approval for appointment of Smt. Seema A. Javeri as Executive Director - Administration for a period of 3 years with effect from 1st July 2015 is included in the Notice convening the Annual General Meeting.

17.1 Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, 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 & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

17.2 Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

17.3 Meetings

During the year Eight (8) Board Meetings and Six (6) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. The composition of the Audit Committee as required under Section 177(8) of the Companies Act, 2013 has been mentioned in the Corporate Governance Report.

17.4 Appointment/Resignation of Key Managerial Personnel (KMP)

a) During the year, Shri Nitin R. Jani has resigned from the office of Whole Time Director and Company Secretary w.e.f. 25thAugust, 2014.

b) During the year the following were appointed as the KMP:

SI. Name of KMP Appointed as With effect from

1.Shri. Sanjeev F Shah "Chief Financial 13th August, 2014 Officer (CFO)

2. Shri. Nitin R.Jani Company Secretary 15th September,2014

18. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134{3)(c) of the Companies Act, 2013:

a. that in the preparation of the annual financial statements for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies as mentioned in Note No.1 of the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and pmdent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the losses of the Company forthe year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

19. RELATED PARTY TRANSACTIONS

The Company has entered into a Property Purchase Agreement with Manekchand Panachand Trading Investment Co Pvt Ltd the Promoter Holding Company for purchase of the Residential Colony situated at Village Bhuvaneshwar, Taluka Roha, Dist Raigad, against which the Company has issued Preference shares of the Company on private placement basis. This transaction is on an arm's length basis but not in the ordinary course of business of the Company and hence, approval of the members of the Company under Section 188 of Companies Act, 2013 has been obtained. All other related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. However as a matter of abundant caution, prior omnibus approval of Board of Directors and Members of the Company has been obtained under Section 188 of the Companies Act, 2013 for the transactions which are of a foreseen and repetitive nature. Approval of the Audit Committee has been obtained tor all the related party transactions. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company.

The particulars of contracts or arrangements with related parties referred to in subsection (1) of section 188 of the Companies Act, 2013 in the Form AOC-2 is attached as 'Annexure I'.

20. AUDITORS

20.1 Statutory Auditors

The Company's Auditors, Messrs V. SankarAiyar&Co. Chartered Accountants, Mumbai (Firm Regn. No. 109208W) who retire at the ensuing Annual General Meeting of the Company are eligible for reappointment. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for reappointment as Auditors of the Company. As required under Clause 49 of the Listing Agreement, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

Members' attention is invited to Note No.31 of the Notes to Accounts with respect to the observation made by the Auditors under "Emphasis of Matter" appearing in the Auditors Report which is self explanatory.

20.2 Cost Auditors

Cost Audit is not applicable to the Company.

20.3 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, M/s. Makarand M. Joshi & Co., Company Secretaries in Practice, Mumbai, has been appointed to undertake the Secretarial Audit of the Company. The Secretarial Audit Report in form MR-3 is annexed herewith as 'Annexure II'.

With respect to the observations, remarks made in the Secretarial Audit Report, the same has been taken note of and the company is in process to file the relevant forms with the appropriate authority.

21. CORPORATE GOVERNANCE

Revised Clause 49 of the Listing Agreement is not mandatory to the Company however, the Com pany has voluntarily disclosed the Compliance to the best extent possible and accordingly the Management Discussion and Analysis, the Corporate Governance Report, together with the Auditors Certificate on compliance with the conditions of Corporate Governance as laid down are attached alongwith the Annual Report.

22. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company prepared in accordance with relevant Accounting Standards (AS) viz. AS 21, AS 23 and AS 27 issued by the Institute of Chartered Accountants of India form partofthisAnnual Report.

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3}(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as 'Annexure III'.

24. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as 'Annexure IV'.

25. PARTICULARS OF EMPLOYEES

There is no Employee drawing Remuneration in excess of the limits prescribed by the Companies Act, 2013. The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

26. SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the goi ng concern status of the Company and its future operations.

27. ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation for the assistance and co-operation received from the Bankers, Central and State Government Departments, customers, vendors, and other business partners. The Directors also wish to place on record their appreciation to all the employees of the Company lor their co-operation and continued contribution to the Company. Last but not least the Directors place on record their gratitude to the Investors, Clients and Shareholders of the Company for their support and trust reposed.

Mar 31, 2014

To the Members of SADHANA NITRO CHEM LIMITED

The Directors have pleasure in presenting to you the 41st Annual Report together with Audited Accounts for the period ended 31st March, 2014 (for 9 Months).

1. FINANCIAL RESULTS

2013-14 2012-13 9 Months Rs. 15 Months Rs.

Sales & Other Income 33,65,99,609 69,26,00,748

Profit before Finance Cost, Depreciation,

Exceptional item and Tax (92,68,968) 6,19,52,613

Finance Cost (6,17,27,307) (10,17,52,717)

Depreciation (2,07,18,630) (3,67,39,899)

Loss before exceptional item and taxation (9,17,14,905) (7,65,40,003)

Profit on sale of assets and investments 10,67,32,123 8,10,56,718

Deferred tax asset written off (2,06,34,594) (2,24,23,071)

Profit/(Loss) after tax (56,17,376) (1,79,06,356)

2. REVIEW OF OPERATIONS

The turnover of your company for 9 months period ending 31st March, 2014 has been Rs. 3,366 lacs (Previous 15 months period Rs. 6,926 lacs) registering a decline of about 19%. The liquidity crunch has adversely affected continuous availability of various inputs which in turn has hampered the smooth production impacting the yield and cost of production. The orders on hand could not be fulfilled due to lower production due to inability to procure various inputs consequent to liquidity constraint. The operations were at lower level due to which the incidence of overheads were high adversely affecting the profitability.

During the period company has further hived off its non-core assets. Your Company was able to sell in last quarter, of its two offices located at Kakad Chambers, Worli, booking profit of Rs. 1,067 lacs.

During the period the Company faced severe strain and constraint on working capital which adversely affected operating level and impacted the overall operating profitability.

After written off of the deferred tax, there was loss after tax of Rs. 56.17 lacs for the period.

3. DIVIDEND

Your Directors, considering above, do not recommend any dividend (P.Y. Nil) for the financial period 2013-14.

4. OUTLOOK

Your company has healthy order book position. Despite continued slowdown in the Global economies the demand for the products of your company is showing sign of improvement with improved product pricing coupled with favourable exchange rate. Gradual product price increase, improved operating margin and stringent control on overheads are expected to improve the overall performance.

The company continued to focus on cost control at every level to improve the operational efficiency which alongwith the increased operating level and upward revision of product prices is expected to improve the margin. The rate of flow of orders is encouraging. Production facilities are realigned to meet the demand. Your company, barring unforeseen circumstances, expects to further improve the turn-over and performance.

5. FINANCE

During the period, company has further hived of its non-core assets which has infused long term owned fund into the operations. The said proceeds were utilised towards pre-payment of WCTL of banks and re-payment of facility granted by the bank which was abruptly withdrawn by the bank. This has enabled the company to partially reduce its borrowings which is expected to result in lower finance cost.

6. EXPORTS

Your Company is having status of a "STAR EXPORT HOUSE" granted by Ministry of Commerce, Government of India.

Despite recessionary trend and unfair severe price competition from China, the Exports of your company during the period were Rs. 2,197 lacs [(P.P. Rs. 5,164 lacs (15 Months)]

Exports constituted about 75% of the overall sales (excluding other income). Company''s Exports are well diversified in terms of product range as well as the Countries of Export.

7. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, the Management Discussion and Analysis, the Corporate Governance Report, together with the Auditors Certificate on compliance with the conditions of Corporate Governance as laid down, form part of this Annual Report.

8. EXPORT ORIENTED UNIT (EOU)

Your company has one of its plants Registered as an EOU with the Development Commissioner, SEEPZ Special Economic Zone which is valid upto 31st March, 2015.

9. ISO CERTIFICATON

Your Company has certification as per ISO 14001:2004 & OHSAS 18001:2007 granted by the certifying body KBS Certification Services Pvt. Ltd. for the development and manufacture of Chemical Intermediates.

1 0 . EFFLUENT TREATMENT

Your Company is conscious about its social responsibilities and is committed towards preservation and conservation of environment.

11. RESEARCH AND DEVELOPMENT

Your company has continuously attached high priority to the R & D Department which is engaged in developing new processes and further improving the existing processes as an ongoing activity to enable your company to keep pace with technological advancement and improve operating efficiency.

12. INSURANCE

The assets of your Company are adequately insured. Your Company has also taken suitable cover for Public Liability.

13. FIXED DEPOSITS

No deposit or interest on the same is outstanding as on 31st March, 2014.

14. DIRECTORS

a. Shri A. L. Apte, Director, has resigned due to other commitments outside India. The Board appreciates the valuable guidance and advice given by him from time to time during his more than three decade of association with the Company.

b. Smt. Seema A. Javeri who was appointed by the Board of Directors as an Additional Director of the Company and who holds office upto the date of the ensuing Annual General Meeting in respect of whom the Company has received a notice in writing from some members proposing her for the office of Director.

c. The approval of Central Government for the appointment and payment of Remuneration to Shri N.R. Jani, Whole Time Director & Company Secretary, for the period of three years from 01.09.2012 to 31.08.2015 is awaited.

d. Shri Abhishek A. Javeri, Director, who retires by rotation and being eligible, offers himself for re-appointment.

e. Shri Arvind R. Doshi, Shri Ramesh A. Shroff, Shri Priyam S. Jhaveri, Shri Dhirendra M. Shah & Shri Pradeep N. Desai are proposed to be re-appointed as Independent Directors of the Company to hold office for 5 (Five) consecutive Years upto the conclusion of 46th Annual General Meeting to be held in calender year 2019.

15. COST AUDIT

On the recommendation of Audit Committee the Board has appointed M/s. Vinay Mulay & Co, Cost Accountants, Mumbai, to audit the cost records of the Company for the financial year ending 31st March, 2015.

16. AUDITORS

M/s. V. Sankar Aiyar & Co. Chartered Accountants, Auditors of your Company, retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Notes forming part of the Accounts referred to in Auditors'' Report of the Company are self-explanatory and, therefore, do not call for any further explanation under Section 217(3) of the Companies Act, 1956.

17. SECRETARIAL AUDIT

On the recommendation of Audit Committee the Board has appointed M/s. Makarand Joshi & Company, Practicing Company Secretary, as the Secretarial Auditor of the Company for the financial year ending 31st March, 2015.

18. SUBSIDIARIES

Pursuant to the provisions of Section 212 of the Companies Act 1956, the Annual Accounts of Anuchem B.V.B.A. (Belgium) and Anuchem Pte. Ltd. (Singapore), wholly owned foreign subsidiaries of your company, is attached.

In compliance with accounting standard AS-21, your company has attached the consolidated statement of account giving therein the consolidated financial statement relating to the company and its subsidiaries.

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS / OUTGO

The information required under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to these matters are given in Annexure-I appended hereto and forms part of this Report.

20. EMPLOYEES

The industrial relations during the year were cordial.

There is no Employee drawing Remuneration in excess of the limits prescribed by the Companies (Particulars of Employees) Rules, 1975.

21. DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217 of the Companies Act, the Directors hereby confirm that :

i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures :

ii) the Directors had 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 at the end of the financial year and of the profit of the Company for that period :

iii) the Directors had 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 :

iv) the Directors had prepared the annual accounts on a going concern basis.

22. ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation for the assistance and co-operation received from the Bankers State Bank of India, Mumbai and Roha, Axis Bank Limited and State Bank of Patiala. They also wish to place on record their appreciation for the co-operation and contribution of the staff and workmen in the achievements of your Company during the year under report. Last but not least the Directors place on record their gratitude to the Investors, Clients and Shareholders of the Company for their support and trust reposed.

For and On Behalf of the Board of Directors

Place : Mumbai Asit D. Javeri

Date : 27th May, 2014 Chairman & Managing Director

Jun 30, 2013

To the Members of SADHANA NITRO CHEM LIMITED

The Directors have pleasure in presenting to you the 40th Annual Report together with Audited Accounts for the period ended 30th June, 2013 (for 15 Months).

1. FINANCIAL RESULTS 2012-13 2011-12 15 Months 12 Months

Sales & Other Income 69,26,00,748 67,06,89,309

Profit before Finance Cost, Depreciation,

Exceptional item and Tax 6,19,52,613 8,61,09,212

Finance Cost (10,17,52,717) (6,63,93,630)

Depreciation (3,67,39,899) (3,15,62,932)

Loss before exceptional item and taxation (7,65,40,003) (1,18,47,350)

Profit on sale of assets and investments 8,10,56,718

Deferred tax asset written off (2,24,23,071) (18,89,599)

Excess provision for tax written back 2,45,80,724

Profit/(Loss) after tax (1,79,06,356) 1,08,43,775

2. REVIEW OF OPERATIO NS

Your company, in view of good order position, could have achieved higher turnover but for paucity of working capital which hampered the regular and continuous procurement of raw materials and input services to ensure uninterrupted requisite level of operation. Your company has attained turnover of Rs. 6,925 lacs (P.Y. Rs. 6,706 lacs).

All direct and indirect cost except finance cost are under stringent monitoring and control. All efforts are made to enhance efficiency by improving yield. The adverse effect of slowdown in major economies and stiff price competition were mitigated by adopting aggressive marketing strategy and stringent quality standard which are the back bone of the company. As a result the margins on products have shown improvement despite lower level of operation.

The operating margin are burdened with heavy finance cost consequent to costly short term borrowings to fund the past losses caused by extra ordinary circumstances and huge installment repayment obligations to the banks coupled with this was huge provisioning of mark to market foreign exchange liabilities.

Beneficial effects of steps taken to improve yield, depreciating rupee against US dollar, better sales pricing and product mix were washed out by the effect of above adverse factors.

During the period company has raised share capital by Rs. 175 lacs by allotment of 1750000 9% Non- convertible cumulative redeemable preference shares ofRs. 10/- each on preferential basis to promoters and/or holding company. To hive off non-core assets your company has (a) sold its investment in Lifestyle Networks Limited at Rs. 76.50 lacs (b) sold its land at Roha alongwith Colony at aggregate consideration of Rs. 785 lacs.

3. DIVIDEND

Your Directors, considering above, do not recommend any dividend (P.Y. Nil) for the financial period 2012-13.

4. OUTLOOK

Your company has healthy order book position. Despite continued slowdown in the Global economies the demand for the products of your company is showing sign of improvement with improved product pricing coupled with favourable exchange rate. Gradual product price increase, improved operating efficiency and stringent control on overheads are expected to improve the overall performance.

The company continued to focus on cost control at every level to improve the operational efficiency which alongwith the increased operating level and upward revision of product prices is expected to improve the margin. The rate of flow of orders is encouraging. Production facilities are realigned to meet the demand. Your company barring unforeseen circumstances expects to further improve the turn-over and performance.

5. FINANCE

During the period company has raised share capital by Rs. 175 lacs by allotment of 1750000 9% Non- convertible cumulative redeemable preference shares of Rs. 10/- each on preferential basis to promoters and/or holding company. To hive off non-core assets of the company your company has (a) sold its investment in Lifestyle Networks Limited at Rs. 76.50 lacs (b) sold its land at Roha alongwith Colony at aggregate consideration of Rs. 785 lacs.

The term loan availed by the company from all the 3 bankers were fully repaid. From the working capital limits Rs. 1,275 lacs were carved out and converted into working capital term loans of which company has repaid Rs. 595 lacs to the banks causing strain on working capital for operations. The company had to resort to short term borrowings, which are unsecure but costlier, for its finance requirement. Your company has repaid during the year term loan installments of more than Rs. 710 lacs to the Banks consequently the Banks'' Working Capital Term Loan liability have substantially reduced.

This caused severe strain and constraint on working capital which adversely affected operating level and impacted the overall operating profitability.

6. EXPORTS

Your Company is having status of a "STAR EXPORT HOUSE" granted by Ministry of Commerce, Government of India.

Despite recessionary trend and unfair severe price competition from China, the Exports of your company during the period were Rs. 5,164 lacs (Rs. 5,318 lacs P.Y)

Exports constituted about 75% of the overall sales (excluding other income). Company''s Exports are well diversified in terms of product range as well as the Countries of Export.

7. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, the Management Discussion and Analysis, the Corporate Governance Report, together with the Auditors Certificate on compliance with the conditions of Corporate Governance as laid down, form part of this Annual Report.

8. EXPORT ORIENTED UNIT (EOU)

Your company has one of its plants Registered as an EOU with the Development Commissioner, SEEPZ Special Economic Zone which is valid upto 31st March, 2015.

9. ISOCERTIFICATON

Your Company has certification as per ISO 14001:2004 & OHSAS 18001:2007 granted by the certifying body KBS Certification Services Pvt. Ltd. for the development and manufacture of Chemical Intermediates.

10. EFFLUENT TREATMENT

Your Company is conscious about its social responsibilities and is committed towards preservation and conservation of environment.

11. RESEARCH AND DEVELOPMENT

Your company has continuously attached high priority to the R & D Department which is engaged in developing new processes and further improving the existing processes as an ongoing activity to enable your company to keep pace with technological advancement and improve operating efficiency.

12. INSURANCE

The assets of your Company are adequately insured. Your Company has also taken out suitable cover for Public Liability.

13. FIXED DEPOSITS

The total Deposits accepted by your Company as on 30th June, 2013 is Rs. Nil. There is no Deposit or Interest on the same which has matured and remained unpaid.

14. DIRECTORS

The approval of Central Government for the appointment and payment of Remuneration to Shri A.D. Javeri as Chairman & Managing Director for the period of three years from 01.09.2012 to 31.08.2015 has been received on the terms and conditions mentioned in the said approval letter.

The approval of Central Government for the appointment and payment of Remuneration to Shri N.R. Jani, Director & Company Secretary, for the period of three years from 01.09.2012 to 31.08.2015 is awaited.

Directors, Shri D.M. Shah and Shri Abhishek A. Javeri, retire by rotation and being eligible, offer themselves for re-appointment.

15. COST AUDIT

As per the requirement of the Central Govt, and pursuant to Section 233B of the Companies Act, 1956, the Company carries out an audit of cost accounts relating to its product every year. Subject to the approval of Central Government, the Company has appointed M/s. Vinay Mulay & Co, Cost Accountants, Mumbai, to audit the cost accounts relating to its products for the financial year 2012-13. The Cost Audit Report for the year ending 31st March, 2012 has been filed on 11.05.2012.

Cost Audit for the financial period ending 30th June, 2013 is in progress and the same will be filed soon.

16. AUDITORS

Messrs V. Sankar Aiyar & Co. Chartered Accountants, Auditors of your Company, retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

17. SUBSIDIARY

Pursuant to the provisions of Section 212 of the Companies Act 1956, the Annual Accounts ofAnuchem B.V.B.A. (Belgium), Anuchem Pte. Ltd. (Singapore), wholly owned foreign subsidiaries of your company, is attached.

Lifestyle Networks Limited ceased to be subsidiary of the company during the year.

In compliance with accounting standard AS-21, your company has attached the consolidated statement of account giving therein the consolidated financial statement relating to the company and its subsidiaries.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS / OUTGO

The information required under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to these matters are given in Annexure-I appended hereto and forms part of this Report.

19. EMPLOYEES

The industrial relations during the year were cordial.

There is no Employee drawing Remuneration in excess of the limits prescribed by the Companies (Particulars of Employees) Rules, 1975.

20. DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217 of the Companies Act, the Directors hereby confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures:

ii) the Directors had 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 at the end of the financial year and of the profit of the Company for that period:

iii) the Directors had 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:

iv) the Directors had prepared the annual accounts on a going concern basis.

21. ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation for the assistance and co-operation received from the Bankers State Bank of India, Mumbai and Roha, Axis Bank Limited and State Bank of Patiala. They also wish to place on record their appreciation for the co-operation and contribution of the staff and workmen in the achievements of your Company during the year under report. Last but not least the Directors place on record their gratitude to the Investors, Depositors, Clients and Shareholders of the Company for their support and trust reposed.

For and On Behalf of the Board of Directors

Place : Mumbai AsitD. Javeri

Date : 28th August, 2013 Chairman & Managing Director

Mar 31, 2012

To the Members of SADHANA NITRO CHEM LIMITED

The Directors have pleasure in presenting to you the 39th Annual Report together with Audited Accounts for the year ended 31st March, 2012.

1. FINANCIAL RESULTS 2011-12 2010-11

Sales & Other Income 67,06,89,309 55,91,34,860

Profit before Finance Cost, Depreciation and Tax 8,61,09,212 3,56,28,325

Finance Cost (6,63,93,630) (5,14,15,947)

Depreciation (3,15,62,932) (3,35,91,323)

Loss before Taxation (1,18,47,350) (4,93,78,945)

Deferred tax (18,89,599) (8,78,361)

Excess provision for tax written back 2,45,80,724 (25,00,000)

Profit/(Loss) after tax 1,08,43,775 (5,27,57,305)

Balance brought forward from previous year (21,44,26,293) (16,16,68,987)

Balance Transferred to Balance Sheet (20,35,82,519) (21,44,26,293)

2. REVIEW OF OPERATIONS

Your company has attained turnover of Rs 6706 lacs (P.Y. Rs 5591 lacs) registering a commendable growth of about 20%. This has been in the wake of slowdown in the major economies and stiff price competition from China. Aggressive marketing strategy and stringent quality standard has been the backbone of the achievement.

Escalating prices of several inputs, hike in prices of fuel, span of irregularity in the availability of raw material and consequent interruption in production has an effect of increase in costs. The regime of high interest rate and liquidity tightness has increased finance cost burden.

During the later part of the year, depreciating rupee has marginally improved the realisation. All efforts are made to enhance productivity by improving consumption norm and processes. The costs at all level continue to remain under stringent monitoring and control, as' result of which all overheads but for finance cost has shown improvement as a percentage to turnover.

During the year company has EBIDT of Rs 861 lacs (P.Y. Rs 356 lacs). After providing of increased finance cost ofRs 664 lacs (P.Y. loss Rs 514 lacs) the company has achieved cash profit of Rs 197 lacs (P.Y. cash loss of Rs158 lacs). Based on favourable Supreme Court judgment, major tax demand will be quashed resulting in excess tax provision of f 246 lacs which is written back. The profit after tax has been Rs 108 lacs (P.Y. loss Rs 527 lacs).

3. DIVIDEND

Your Directors, considering above, do not recommend any dividend (P.Y. Nil) for the year 2011-12.

4. OUTLOOK

Your company's major market like Europe, Japan and USA are slow but showing singns of recovery in the demand for the product of your company. The market remained highly price competitive. The costs are under stringent monitoring and control. The company has taken several initiatives for process upgradation, improvement in consumption norms, use of cheaper alternate raw material and fuel. All efforts are made to reduce and control the overheads. Finance cost continued to remain high due to high interest rate regime and liquidity crunch consequent to repayment of term loan installments and operational performance. Gradual product price increase, improved operating efficiency and stringent control of overheads are expected to improve the overall performance.

Export continues to constitute about 80% of the overall turn-over. Performance of your company hence mainly follows the Global economy trend. The order book position is healthy. Due to interruption in the smooth availability of raw materials consequent to the liquidity crunch, continuous production was hampered resulting in escalated production cost.

As a strategy, the company is focusing on improving utilisation of the existing capacities. The process for manufacture of sensitizer used in paper coating alongwith Colour Former has been developed in R&D of the company. Commercial production of the same is expected in the current year utilizing the existing capacity. As a result of aggressive marketing efforts, your company is in advance stage of negotiation with several multinational companies consuming Nitrobenzene in large quantity. This will improve the utilisation of Nitrobenzene plant. Both these will contribute substantially to the top line of the company as well as improve the over all performance of the company.

The company continued to focus on cost control at every level to improve the operational efficiency which alongwith the increased operating level and upward revision of product prices is expected to improve the margin.The rate of flow of orders is encouraging. Production facilities are realigned to meet the demand. Your company barring unforeseen circumstances, expects to further improve the turn-over and performance.

5. FINANCE

Majority of INR term loans have been converted into USD FC loans at LIBOR related interest rates. Besides majority of working capital facility is availed in the form of PCFC which carries LIBOR related interest. Pending enhancement of working capital facilities by Bankers, the company had to resort to short term ICD borrowings which are unsecure but costlier. Your company has repaid during the year term loan installments of mere than Rs 700 lacs to the Banks consequently the Banks' term loan liability have substantially reduced.

6. EXPORTS

Your Company is having status of a "STAR EXPORT HOUSE" granted by Ministry of Commerce, Government of India.

Despite recessionary trend and unfair severe price competition from China, the Exports of your company during the year rose to Rs 5,313 lacs compared to Rs 4,462 lacs in the previous year, registering a increase of more than 19%.

Exports constituted about 80% of the overall sales (excluding other income). Company's Exports are well diversified in terms of product range as well as the Countries of Export.

7. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, the Management Discussion and Analysis, the Corporate Governance Report, together with the Auditors Certificate on compliance with the conditions of Corporate Governance as laid down, form part of this Annual Report.

8. EXPORT ORIENTED UNIT (EOU)

Your company has one of its plants Registered as an EOU with the Development Commissioner, SEEPZ Special Economic Zone. The Registration of the unit which had expired has been renewed upto 9th March, 2015 and further the company has also been issued Green Card valid upto 31st March, 2015.

9. ISO CERTIFICATON

Your Company has certification as per ISO 9001:2000 granted by the certifying body Registro Italiano Navele India Private Limited (RINA) for the development and manufacture of Chemical Intermediates.

Your company has started the process to get itself accreditation for ISO 14000 & ISO 18000.

10. EFFLUENT TREATMENT

Your Company is conscious about its social responsibilities and is committed towards preservation and conservation of environment.

11. RESEARCH AND DEVELOPMENT

Your company has continuously attached high priority to the R & D Department which is engaged in developing new processes and further improving the existing processes as an on going activity to enable your company to keep pace with technological advancement and improve operating efficiency.

12. INSURANCE

The assets of your Company are adequately insured. Your Company has also taken out suitable cover for Public Liability.

13. FIXED DEPOSITS

The total Deposits accepted by your Company as on 31st March, 2012 is Rs 209.31 Lacs. There is no Deposit or Interest on the same which has matured and remained unpaid.

14. DIRECTORS

The terms of appointment of Shri A.D. Javeri as Chairman & Managing Director and Shri N.R. Jani as Director & Company Secretary is expiring on 31st August, 2012. Your Directors, subject to approval of the members in the General Meeting and subject to approval of Government of India have reappointed Shri A.D. Javeri as Chairman & Managing Director and Shri N.R. Jani as Director & Company Secretary of your Company. Their re-appointment are on the term & condition Recommended by Remuneration Committee. Special Resolutions in these behalf are proposed to be passed at the ensuing Annual General Meeting.

Directors, Shri R.A. Shroff and Shri A.R. Doshi, retire by rotation and being eligible offer themselves for re-appointment.

15. COST AUDIT

As per the requirement of the Central Govt, and pursuant to Section 233B of the Companies Act, 1956, the Company carries out an audit of cost accounts relating to its product every year. Subject to the approval of Central Government, the Company has appointed M/s. Vinay Mulay & Co, Cost Accountants, Mumbai, to audit the cost accounts relating to its products for the financial year 2011-12. The Cost Audit Report for the year ending 31st March, 2011 has been filed on 12th December, 2011 Cost Audit for the year ending 31st March, 2012 is in progress and the same will be filed soon.

16. AUDITORS

Messrs V. Sankar Aiyar & Co. Chartered Accountants, Auditors of your Company, retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

17. SUBSIDIARY

In case of one of the subsidiaries M/s. Lifestyle Networks Limited, whose accumulated loss had exceeded its paid up capital, is now in profit.

Pursuant to the provisions of Section 212 of the Companies Act 1956, the Annual Accounts of Anuchem B.V.B.A. (Belgium), Anuchem Pte. Ltd. (Singapore), wholly owned foreign subsidiaries and Lifestyle Networks Limited, a partly owned Indian subsidiary of your company, are attached.

In compliance with accounting standard AS-21, your company has attached the consolidated statement of account giving therein the consolidated financial statement relating to the company and its subsidiaries.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS / OUTGO

The information required under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to these matters are given in Annexure-I appended hereto and forms part of this Report.

19. EMPLOYEES

The industrial relations during the year were cordial.

There is no Employee drawing Remuneration in excess of the limits prescribed by the Companies (Particulars of Employees) Rules, 1975.

20. DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217 of the Companies Act, the Directors hereby confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures:

ii) the Directors had 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 at the end of the financial year and of the profit of the Company for that period:

iii) the Directors had 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:

iv) the Directors had prepared the annual accounts on a going concern basis.

21. ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation for the assistance and co-operation received from the Bankers State Bank of India, Mumbai and Roha, Axis Bank Limited and State Bank of Patiala. They also wish to place on record their appreciation for the co-operation and contribution of the staff and workmen in the achievements of your Company during the year under report. Last but not least the Directors place on record their gratitude to the Investors, Depositors, Clients and Shareholders of the Company for their support and trust reposed.

For and On Behalf of the Board of Directors

Place : Mumbai AsitD. Javeri

Date : 18th June, 2012 Chairman & Managing Director

Mar 31, 2010

The Directors have pleasure in presenting to you the 37th Annual Report together with Audited Accounts for the year ended 31st March, 2010.

1. FINANCIAL RESULTS 2009-10 2008-09

Rs. Rs.

Turnover and -Other Income 36,31,99,750 78,86,91,690

(Loss)/Profit before Effect of Foreign Exchange

Contracts, Exceptional Items, Finance cost,

Depreciation and Taxation (1,67,217) 11,11,27,250

Finance Cost (5,50,88,048) (5,60,73,917)

Depreciation (3,44,23,222) (3,74,20,074)

(Loss)/Profit before Effect of Foreign Exchange

Contracts, Exceptional Items, and taxation (8,96,78,487) 1,76,33,259

Forex (Loss)/Gain - (11,87,46,163)

Exceptional Items - (56,92,481)

Loss before Tax (8,96,78,487) (10,68,05,385)

Provision for taxation (4,05,000)

Deferred tax (Debit)/Credit (20,15,772) 1,66,28,434

Loss after tax (9,16,94,259) (9,05,81,951)

Balance brought forward from previous year (6,99,74,728) 2,06,07,223

16,16,68,987 (6,99,74,728)

2. REVIEW OF OPERATIONS

Your companys major markets like Europe, Japan and USA continued to remain under severe recessionary trend for the products of your company during the year under report. Unhealthy competition from certain countries further aggravated the market conditions. Market condition during the year under report continued to be subdued and highly price competitive. Turnover of your company for the year sharply declined to Rs. 3,632 Lacs as against Rs. 7,887 Lacs in the P.Y. registering a decline of over 53%.

The costs were under close monitoring and stringent control. The company has taken several initiatives like process improvement, lower consumption norms, use of cheaper alternate raw material and fuel. All efforts were made to reduce and control the overheads. Finance cost continued to remain high in view of the liquidity tightness.

Gradual product price increase, improved operating efficiency and stringent control of overheads have, to an extent mitigated the adverse impact of decline in turnover due to above extraneous factors. Your companys operations during the year resulted into a loss after tax of Rs. 916.99 lacs (P.Y. Rs. 905.81 lacs).

3. DIVIDEND

Your Directors, considering above, do not recommend any dividend (P.Y. Nil) for the year 2009-10.

4. PROJECTS

During the year your Company has converted one of its furnace oil based boiler to Bagasse based boiler. Conversion to Bagasse is mainly due to three reasons (1) insulate against high volatility of oil prices, which incidentally are on the rise and have touched USD 80 to a barrel, (2) to be more eco-friendly and green emission and (3) reduced cost of production. The company has also carried out several process changes to improve the operating efriciency. In view of the lower turnover, expected benefit of such measures could not be reaped to the fullest extent.

5. OUTLOOK

Your company having about 80% of the revenue from export, follows the gloual economics trend. The first quarter of the current year witnessed improved order book position. Due to interruption in the smooth availability of raw material and the liquidity tightness continous production was hampered resulting in escalated production cost. As a result entire order book could not be catered to as scheduled during the first quarter.

The rate of flow of orders is encouraging. Production facilities are realigned to meet the demand. Your company barring unforeseen circumstances experts good improvement in turnover. The company continued to focus on cost control at every level to i -nprove the operation efficiency which alongwith the increased operating level and upward revision of product prices is expected to improve the margin.

Unaudited estimated sales for the first quarter 01 2010-11 was at Rs. 1,170 lacs (P.Y. Rs. 993 lacs ) and the loss after tax was at Rs. 134 lacs (P.Y. Rs. 159 lacs).

S. DEBT RESCHEDULING

Foreseeing the squeeze cr liquidity and profitability, company approached its banker to reschedule its facilities. In view of genuineness of the case, bankers or your company rescheduled the repayment of sanctioned Loans as well as extended additional facility to, meet cash flow requirements, of the company.

Your company has repaid fully the term loan cf Rs. 1050 lacs availed from Axis Bank Ltd and Rs. 562 Lacs availed from Exirn Bank Lid.

7. EXPORTS

Your Company is having status of a TWO STAR EXPORT R OUSE granted by Ministy of Commerce, Government of India.

Due to recessionary trend and unfair severe price competiton. from China, the exports of your company during the year were Rs. 2798 Lacs compared to Rs. 5786 lacs in the previous year, registeing a decrease of 58.76%.

Exports constituted more than 80% of of have omi! Seess (excluding other income). Companys Exports are well diversified in terms of product range as well as the Countries of Export.

8. CORPORATE ATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreenent, the Mznavgament Discussion and Analysis, the Corporate Governance Report, together with the A Auditors Certificate on compliance with the conditions of Corporate Governanca as laid down, form part of this Annua! Report.

9. EXPORT ORIENTED UNIT (EOU)

Your Company has one of its plant registered as an EOU with the Development Commissioner, SEEPZ Special Economic Zone. The Registration of the unit which had expired has been renewed for further five years upto 09.03.2015 and further the company has also been issued Green Card valid upto 31.03.2015. The Board took note of the same.

10. ISO CERTIFICATION

Your Company has certification as per ISO 9001:2000 granted by the certifying body Registro Italiano Navele India Private Limited (RINA) for the development and manufacture of Chemical Intermediates.

11. EFFLUENTTREATMENT

Your Company is conscious about its social responsibilities and is committed towards preservation and conservation of environment.

12. RESEARCH AND DEVELOPMENT

Your company has continuously attached high priority to the R & D Department which is engaged in developing new processes and further improving the existing processes as an on going activity to enable your company to keep pace with technological advancement and improve operating efficiency.

13. INSURANCE

The assets of your Company are adequately insured. Your Company has also taken out suitable cover for Public Liability.

14. FIXED DEPOSITS

The total Deposits accepted by your Company as on 31st March, 2010 is Rs. 287.49 Lacs. There is no Deposit or Interest on the same which has matured and remained unpaid.

15. DIRECTORS

The approval of Central Government for the appointment and payment of Remuneration to Shri A.D. Javeri as Chairman & Managing Director and Shri N.R. Jani as Director & Company Secretary for the period of threo years from 1.9.2009 to 31.8.2012 has been received on the terms and conditions mentioned in their respective approval letters.

Directors .shri D.M. Shah and Shri Abhishek A. Javeri, retire by rotation and being eligible offer themselves for reappointment.

16. Auorroas

Messrs V. Sankar Aiyar & Co. Chartered Accountants, (Firm Regn. No. 109208W) Auditors of your Company, retires at the conclusion of the ensuing Annual General Meeting and are eligible for re- appointment

17. SUBSIDIARY

in case of one of the subsidiaries Lifestyle Networks Limited (LNL), the accumulated loss has exceeded its paid up capital. LNL in Joint Venture with Chandra Net Pvt. Ltd. has been able to successfully role out fixed wireless network of 90 sq. km. in Ahmedabad under the brand name of SPIDIGO. The network started functioning from September 2009 and has more than 170000 customers.

During the year LNL has repaid the company Rs. 3.72 Crores of loans advanced to it.

Pursuant to the provisions of Section 212 of the Companies Act 1956, the Annual Accounts of Anuchem B.V.B.A. (Belgium), Anuchem Pte. Ltd. (Singapore), wholly owned foreign subsidiaries and Lifestyle Networks Limited a partly owned Indian subsidiary of your company are attached.

In compliance with accounting standard AS-21, your company has attached the consolidated statement of account giving therein the consolidated financial statement relating to the company and its subsidiaries.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO

The information required under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with respect to these matters are given in Annexure-I appended hereto and forms part of this Report.

19. EMPLOYEES

The industrial relations during the year were cordial.

The Particulars of the Employees pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is given in Annexure-ll appended here to and Forms part of the report.

20. DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217 of the Companies Act, the Directors hereby confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) the Directors had 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 at the end of the financial year and of the profit of the Company for that period;

iii) the Directors had 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;

iv) the Directors had prepared the annual accounts on a going concern basis.

21. ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation for the assistance and co-operation received from the Bankers, State Bank of India, Mumbai and Roha, Axis Bank Limited, State Bank of Patiala and Exim Bank of India. They also wish to place on record their appreciation for the co-operation and contribution of the staff and workmen in the working of your Company during the year under report.

For and On Behalf of the Board of Directors

Place : Mumbai Asit D. Javeri

Date : 29th July, 2010 Chairman & Managing Director

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