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Directors Report of Seya Industries Ltd.

Mar 31, 2023

DIRECTOR''S REPORT

To the Members of Seya Industries Ltd

The Directors hereby presents their Thirty Third Annual report
together with the Audited Financial Statements for the Financial Year
(FY) 2022-23

Financial Performance

Financial Results

Year Ended
31-Mar-23

Year Ended
31-Mar-22

Total Revenue

3,711.22

6,565.28

Profit / (Loss) Before Interest,
Depreciation & Taxes

(815.92)

1,065.57

Profit / (Loss) Before Tax

(2,612.60)

(741.39)

Profit / (Loss) After Tax

(2,467.98)

(628.19)

Earnings Per Share - Basic (?)

(9.29)

(2.36)

Earnings Per Share - Diluted (?)

(9.29)

(2.36)

Performance review

During the year under review, Revenue from operation decreased
from ? 6,565.28 to ? 3,711.22 Lacs due to decrease in capacity
Utilisation and unit price realisation of all Products due to downturn
global economic scenario and recessionary trends particularly in US
and Europe. Profit before tax stood at (-)? 2,612.60 Lakhs and Profit
after tax was (-)? 2,467.98.

State of Company Affairs

Your Company is in the business of manufacture of speciality
chemical intermediates having applications in the manufacture of
Pharmaceuticals (like Paracetamol, floxacins, etc), Personal & Health
Care Products (like Hair dyes), Printing Inks & Paints (used in Laser/
Ink jet Printers, for Road markings, etc), Agrochemicals (like DDT,
etc) Insecticides/Pesticides (like Quinalphos, Mortein, Baygon, etc),
Rubber chemicals (for Leather protection), Textile dyes, Thermic
fluids (used as heating medium), etc.

The Operations of the Company had been severely impacted due to
recessionary trends in the US and Europe markets and particularly in
regard to the Products manufactured by the Company. As a result,
the revenues continue to be materially impacted. The Company
however continued to incur committed expenditure with respect to
its Employees, Plant related expenditures and other expenditures.
This has significantly impacted the profitability.

The revenue has decreased mainly on account of decrease in price
realizations and reduction in sales volume of downstream products
which were earning better margins compared to previous year.
However, Operational Expenses have increased during the year on
account of an increase in raw material cost, power & fuel cost and
especially legal expenses being incurred towards litigation. Since
March 2022, the momentum has slowed down since company
experienced further increases in raw material prices in the backdrop
of Russia-Ukraine War and lockdown in China after resurgence of
Covid. The gross margins were relatively impacted as compared to
previous year on account of volatility in raw material prices. The
company envisages the situation to improve from H2FY24 onwards.
We are taking several actions to mitigate the effect of recessionary
market trends on our business including but not limited to reduction
in unit costs and by making our operations more efficient and
nimbler, putting on hold discretionary expenses, deferring certain
capital expenditures, etc. In order to sustain operations, we also had
to take actions to cut employee costs through pay cuts, leave without
pay and reduction in workforce.

Dividend

For the year under review, given a negative profit for the year, the
Board of Directors prudently decided to not to declare dividend.

Share Capital

During the period under review there was no change in the Share
Capital of the Company.

Management Discussion & Analysis and Corporate Governance
Reports

Pursuant to Regulation 34 of the SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015 ("Listing Regulations"),
Management Discussion & Analysis and the Corporate Governance
Report are presented in a separate section forming part of the Annual
Report.

Finance, Term Loans and Working Capital

During the earlier years certain Lenders had allegedly classified the
credit facilities of the Company as Non-Performing Asset (NPA)
and initiated formal legal communication with a view to protect
their interest. The Company has contested the same in Court and
continues to defend such action by the Lenders. In accordance with
the prudential norms by the Reserve Bank of India, the lender banks/
Fl/Others have not charged interest on credit facilities extended to
the Company upon the classification of the same as NPA. Accordingly,
the Company is not making provision for interest on borrowings.
Meanwhile the Company also continues to engage with lenders with
a view to arrive at a resolution to ongoing matters. Due to ongoing
dispute with the certain lenders in relation to their failure to comply
with committed lending obligations and outstanding, the Company
has not provided for interest costs on certain loans outstanding
amounting to ''2073.42 Lacs for the year ending in respect of
Operating Assets and ? 5947.75 Lacs in respect of Project Assets, for
the reporting period. Accordingly, the Principal Outstanding, Finance
Costs, Profit/(Loss) & Liabilities towards Borrowings from Banks/
Fl/Others have been reported excluding the said amounts and are
subject to confirmation from Lenders. The Company continues to
believe in the merits of the litigation, however, there continues to
remain material uncertainties in relation to the outcome of the said
litigations.

The Company manages liquidity through surplus by continuously
monitoring actual cash flows. The credit facilities from Lenders in
terms fund and non-fund based working capital lines are presently
not available to the Company due to on-going dispute with Lenders
as mentioned above. The Company monitors funding options
available in the markets with a view to maintaining financial flexibility.
Save and except as stated above, all payments are generally made
along due dates and requests for early payments are entertained
after due approval and availing early payment discounts.

Reserves & Surplus

During the period under review, there has been no transfer to the
general reserve.

Deposits from Public

The Company has not accepted any deposits from public and as
such, no amount on account of principal or interest on deposits from
public was outstanding as on date of the Balance Sheet.

Directors and Key Managerial Personnel

Directors

In Accordance with the provision of the Act and the Articles
of Association of the Company, Mr. Siva Prasada Rao Buddi is
liable to retire by rotation and being eligible offered himself for
reappointment.

The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of
independence as prescribed both under the Section 149(6) of the
Act and Regulation 16 of the SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations"). In the
opinion of the Board, they fulfil the conditions of independence
as specified in the Act, and the Rules framed there under and are
independent of the management.

The brief resume and other details relating to the Directors who is
proposed to be appointed / re-appointed as required to be disclosed
under Regulation 36(3) of Listing Regulations is mentioned in the
explanatory Statement annexed to the Notice of 33rd Annual General
Meeting.

Key Managerial Personnel (KMP)

In terms of the Provisions of Section 2(51) and Section 203 of the Act,
the following are KMP of the Company

• Mr. Ashok G Rajani - Chairman & Managing Director

• Mr. Amrit Rajani - Chief Financial Officer

• Ms. Manisha Solanki - Company Secretary
Independent Directors

The Independent Directors are not liable to retire by rotation in terms
of Section 149 (13) of the Act. In accordance with Section 149 (7) of
the Act, each independent Director has given a written declaration,
to the Company confirming that he / she meets the criteria of
independence as mentioned under Section 149 (6) of the Act and the
Listing Regulations.

Performance evaluation of Board, its committees and of
Director''s

The Board recognise the Importance of reviewing and improving
upon its performance. For this purpose, they discuss the effectiveness
of the functioning of the Chairman, Executive Directors, and other
Directors and to agree ways in which performance can be further
improved looking at the likely needs in future.

A structured questionnaire was prepared after taking into
consideration, various aspect of the Board''s functioning, composition
of the Board and its committees, culture, execution and performance
of specific duties, obligation and governance.

The Performance evaluation of the Chairman and Non-independent
Directors was carried out by the Independent Directors. The Board
of Directors expressed their satisfaction with evaluation process of
Board.

Familiarization Programme for Independent Directors

The Company proactively keeps its directors informed of the activities
of the Company, its management and operations and provides an
overall industry perspective as well as issues being faced by the
industries.

The Details of programmes for familiarisation of Independent
Directors with the Company, their roles, rights, responsibilities
in the Company and related matters are put up on the website
of the Company under the link http://www.seya.in/wp-content/
uploads/2011/06/Familiarization-Program_for-Independent-
Directors-Seya.pdf

Governance Guidelines

The Company has adopted governance guidelines on Board
effectiveness. The governance guidelines cover aspects related to
composition and role of the Board, Chairman and Directors, Board
diversity, definition of independence, Directors'' term, retirement
age and committees of the Board. It also covers aspects relating to

nomination, appointment, induction and development of Directors,
Director Remuneration, Code of Conduct, Board Effectiveness Review
and mandates of Board committees.

Procedure for Nomination and Appointment of Directors

NRC is responsible for developing competency requirements for
the Board based on the industry and strategy of the Company. The
Board composition analysis reflects in-depth understanding of the
Company, including its strategies, environment, operations, financial
conditions and compliance requirements.

NRC conducts a gap analysis to refresh the Board on a periodic basis,
including each time a Director''s appointment or re-appointment
is required. The Committee is also responsible for reviewing the
profiles of potential candidates vis-a-vis the required competencies
and meeting potential candidates, prior to making recommendations
of their nomination to the Board. At the time of appointment, specific
requirements for the position, including expert knowledge expected,
is communicated to the appointee.

During the period under review, the Board has also identified the list
of core skills, expertise and competencies of the Board of Directors as
are required in the context of the business and sectors applicable to
the Company and those actually available with Board.

Policy on Directors'' Appointment and Remuneration Including criteria
for determining Qualifications, Positive Attributes and Independence
of a director

The Company has in place Remuneration Policy for the Directors,
KMP and other employees pursuant to the provisions of the Act and
the listing Regulations which is set out in Annexure I which forms part
of the Board'' Report.

Meetings of the Board & Committees

During FY 2022-23, Four (4) Board Meetings were held. The details
of the Board Meetings with regard to their dates and attendance
of each of the Directors thereat have been set out in the Report on
Corporate Governance.

Employee Stock Option/Sweat Equity/Preferential Allotment

The Company has not issued any Employee Stock Options/Sweat
Equity or Shares as Preferential allotment during the period under
review.

Directors'' Responsibility Statement

Based on framework of the internal financial controls and compliance
systems established and maintained by the Company, work
performed by the internal, statutory, cost and secretarial auditors and
external consultant(s) including audit of internal financial controls
over financial reporting by the statutory and the reviews performed
by Management and the relevant Board Committees, including the
Audit & Risk Management Committee, the Board is of the Opinion
that the Company''s internal financial controls were adequate and
effective during the financial year 2022-23. Accordingly, pursuant
to Section 134(5) of the Act, the Board of Directors, based on the
representations received from the Operating Management and to
the best of their knowledge and ability, confirms that for the year
ended March 31, 2023:

a. In the preparation of the Annual accounts the applicable
accounting standards have been followed and that there are no
material departures;

b. They have selected such accounting policies and applied them
consistently and made judgements 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;

c. They have taken proper and sufficient care to the best of
their knowledge and ability, for the maintenance of adequate
accounting records in accordance with the provisions the Act
for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities;

d. They have prepared annual accounts on a ''going concern basis.''

e. They have laid down internal financial controls to be followed
by the Company and that such internal financial controls are
adequate and are operating effectively; and

f. Proper system has been devised to ensure compliance with
provisions of all applicable laws and that such systems are
adequate and operating effectively.

Disqualification of Director

No Director of the Company is disqualified under any law to act as
a director.

Insider Trading Proceedings/ Enquiry

No such enquiry/proceeding has ever been initiated/pending against
the Company.

Contracts & Arrangements with Related Parties

All related party transactions (if any) entered into were on an arm''s
length basis and in the ordinary course of business and were in
compliance with the applicable provisions of the Act and the Listing
Regulations. Further, there were no transactions with related parties
which qualify as material transactions under the Listing Regulations.
The policy on materiality of related party transactions and dealing
with related party transactions as approved by the Board may be
accessed on company''s website at the link http://www.seya.in/wp-
content/uploads/2011/06/ Related-Party-Transactions-Policy-Seya.
pdf

The details of the transactions with related parties are provided in the
accompanying financial statements.

Corporate Social Responsibility (CSR)

The CSR committee has formulated and recommends to the Board, a
CSR Policy indicating the activities to be undertaken by the Company
as approved by the Board.

The CSR activities are being undertaken by your Company directly
and through various Implementing agency with area specific need
and focus to reach out to marginalised and deprived section of
the society and bridge the gap between the haves and have nots
by promotion of building health, livelihood and education. The
interventions of some implementing agency were spread across
India.

During FY 2022-23, your Company did not meet the applicability
criteria specified u/s. 135(1) of the Companies Act, 2013.

The CSR Policy is available on the Company''s website.

Material changes and commitments, if any, affecting the financial
position of the Company

There were no material changes and commitments which adversely
affected the financial position of the Company after the end of
Financial Year to the date of report except as described in note no.
30.23 of the accompanying financial statements.

Significant or Material orders passed against the Company

Pursuant to the requirement of Section 134(3)(q) of the Companies
Act, 2013 read with Rule 8(5)(vii) of the Companies (Accounts) Rules,
2014, SEBI has passed an interim order cum show cause notice dated
March 20, 2023 under the provisions of the SEBI Act, 1992, giving
certain directions to the Company, Managing Director, Executive
Directors and Chief Financial Officer of the Company as Noticee
therein.

The company has contested and challenged the allegations and
direction contained therein and filed an appeal in Hon''ble Securities
Appellate Tribunal (SAT). Vide Order dtd June 07, 2023, SAT disposed
of the appeal with the direction to keep in abeyance Paragraph 32(b)
of SEBI''s Interim Order cum SCN.

Secretarial Standards of ICSI

During the year under review, your Company is in compliance with
the Secretarial Standards on Meetings of the Board of Directors (SS-
1) and General Meetings (SS-2) issued by the Institute of Company
Secretaries of India, with respect to Meetings of Board and its
Committees and General Meetings, respectively.

Internal Financial Control

Internal Financial control systems of the Company are commensurate
with its size and the nature of its operations, these have been
designed to provide reasonable assurance with regard to recording
and providing reliable financial and operational information,
complying with applicable accounting standards and relevant status,
safeguarding assets from unauthorised use, executing transactions
with proper authorisation an ensuring compliance of corporate
policies. The Company has well defined delegation of power with
authority limits for approving revenue as well as expenditure, both
capital and revenue. The Company uses an established ERP System to
record day to day transaction for accounting and financial reporting.

The Company''s internal audit function monitors and assesses the
adequacy and effectiveness of the internal financial control. The
audit Committee deliberated with the members of management
considered the systems as laid down and met the internal auditors
and statutory auditors to ascertain, inter alia, their views on the
internal financial control systems. The Audit Committee satisfied itself
of the adequacy and effectiveness of the internal financial control
system as laid down and kept the Board of Directors informed.

Details of internal control system are given in the Management
Discussion and Analysis Report, which forms part of this Annual
Report.

Auditors

Statutory Auditors & Its Report

Term of M/s. A. A. Mohare & Co., Chartered Accountant (Firm
Registration No. 114152W), present statutory Auditor of the Company
is expiring with effect from ensuing Annual General Meeting.

As per provisions of Section 139, 142 and other applicable provisions
of the Companies Act, 2013, if any, read with the Companies
(Audit & Auditors) Rules, 2014, including any statutory enactment
or modification thereof, the Board of directors of the Company
proposing to appoint M/s. Thacker Butala Desai (Firm Registration
No. 110864W), as the Statutory Auditors of the Company and to hold
the office from the conclusion of this Annual General Meeting till the
conclusion of 34th Annual General Meeting at a remuneration to be
mutually agreed by the Board of Directors and the Auditors.

The Company has received a written consent and certificate from M/s.
Thacker Butala Desai (Firm Registration No. 110864W), confirming
that they satisfy the criteria provided under Section 141 of the Act
and that the appointment, if made, shall be in accordance with the
applicable provisions of the Act and rules framed thereunder.

The Statutory Auditor''s report read together with relevant notes
thereon form an integral part of the Financial Statement of this
Annual Report and are self-explanatory and hence do not call for
any comments.

Cost Auditors

As per Section 148 of the Act, the Company is required to have the
audit of its cost records conducted by a Cost Accountant in practice.

The Board on Recommendation of the Audit Committee & Risk
Management has appointed Manish Shukla & Associates (Firm
Registration No. 101891) as the Cost Auditor of the Company for FY
2023-24 under Section 148 and all other applicable provisions of the
Act read with the Companies (Cost Records and Audit) Amendment
Rules, 2014.

M/s. Manish Shukla & Associates have confirmed that they are free
from disqualification specified under Section 141 (3) and proviso to
Section 148 (3) read with Section 141 (4) of the Act and that the
appointment meets the requirements of Section 141 (3)(g) of the Act.
They have further confirmed their independent status and an arm''s
length relationship with the Company;

The Remuneration payable to the Cost Auditors is required to be
placed before the members in a general meeting for their ratification.
Accordingly, a Resolution for seeking members ratification for the
remuneration payable to M/s. Manish Shukla & Associates is included
at the Notice Convening the AGM.

Secretarial auditor & Its Report

In terms of Section 204 of the Act and Rules made there under, M/s.
Subhash Purohit & Associates, Practising Company Secretary have
been appointed as Secretarial Auditor of the Company. The Report
of the Secretarial Auditors is enclosed as Annexure - III to this report.

Report on Secretarial Auditors for the year ended March 31, 2023,
contains few remarks, the Board of Directors would like to state
following:

Maintenance of Structural Digital Database as per Regulation 3(5) &
3(6) of SEBI (prohibition of Insider Trading) Regulation, 2015 - the
Company was under IBC and financial constrain, the Company is not
in position to purchase the high-cost software, hence, the database
is maintained in excel form. However, the Company shall make all
endeavor to Comply with the provisions in full at the earliest, once it
seems viable for the Company.

Reporting of Fraud by Auditors

During the year under review, the Statutory Auditors, Cost Auditors
and Secretarial Auditors have not reported any instances of frauds
committed in the Company by its Officers or Employees, to the Audit
Committee under Section 143(12) of the Act details of which needs
to be mentioned in this report.

Audit & Risk Management Committee

The Board has accepted the recommendations made by the Audit
& Risk Management Committee from time to time. Details about
the meetings held during the year is provided in the Corporate
Governance Report.

Risk Management

Risk management policy of the Company promotes a proactive
approach in reporting, evaluating and resolving risks associated with
the business. Mechanisms for identification and prioritisation of risks
include risk survey, business risk environment scanning, and inputs
from the Materiality Assessment Report and focused discussions in
Risk Management workshops.

Identified risks are used as one of the key inputs for the development
of strategy and business plan. The respective risk owner selects a
series of actions to align risks with the Company''s risk appetite and
risk tolerance levels to reduce the potential impact of the risk should
it occur and/or to reduce the expected frequency of its occurrence.

Mitigation plans are finalised, owners are identified, and progress of
mitigation actions are monitored and reviewed. The risk assessment
update is provided to the Audit & Risk Management Committee
(ARMC) on periodical basis. ARMC is appointed by the Board and
comprises Directors and executives from the Company and is chaired
by an Independent Director. ARMC assists the Board of Directors in
overseeing the Company''s risk management processes and controls.

Whistle Blower Policy and Vigil Mechanism

In accordance with the provisions of Section 177 (9) of the Act,
and Regulation 22 of the Listing Regulations, your Company has
a vigil mechanism which has been adopted in the form of Whistle
Blower Policy. The policy has been formulated with a view to provide
a mechanism for Directors and employees of the Company to
report genuine concerns. The Whistle Blower Policy also provides
for adequate safeguards against victimization of persons who use
vigil mechanism and for direct access to the Chairman of the Audit
Committee in appropriate or exceptional cases. The Whistle Blower
Policy is uploaded on the website of Company and the link is http://
www.seya.in/wp-content/uploads/2011/06/Whistleblower-policy_
SEYA_1.pdf

Share Registrar and Transfer Agents

The Company''s Registrar & Transfer agents for shares are M/s.
Universal Capital Securities Private Limited (RTA). RTA is duly
registered with SEBI. The contact details of RTA are mentioned in the
Report of Corporate Governance.

Investors are requested to address their queries, if any, to RTA;
however, in case of difficulties, as always, they are welcome to contact
the Company''s ''Investor Services Department, the contact particulars
of which are contained in the Report of Corporate Governance.

Listing

The Company''s equity shares continue to be listed at BSE and NSE.
However, due to disruption of Company''s Operation and resulting
Cash flows from the onset of COVID-19 pandemic and after events,
certain listing fees are pending to be paid to the Stock Exchanges.

Consolidated Financial Statements

There being no subsidiaries and associates'' companies, disclosure
requirements pursuant to Regulation 33 & 34 of the Listing Regulation
are not applicable.

Subsidiaries / Joint Ventures / Associate Companies

As on March 31, 2023, the Company did not have any subsidiary, join
venture or associate company. Since the Company doesn''t have any
subsidiary, a policy on material subsidiary has not been formulated.

Particulars of Loans, Guarantees or Investments under Section 186 of
the Companies Act, 2013, during FY 2021-22

During the period under review, the Company has not given any
loans, guarantees or made investments under Section 186 of the
Companies Act, 2013.

Conservation of Energy, Technology Absorption, Foreign
Exchange Earnings and Outgo

The Particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo, as required to be
disclosed pursuant to the provisions of Section 134 of the Act read
with Companies (Accounts) Rules, 2014, are provided in Annexure -
IV to this Report.

Research and Development

The Company recognizes the need to have well equipped R&D
Facilities to meet customer requirements and developing cutting
edge products. Detailed report on Research and Development
carried out by your Companies given as an Annexure IV of this report.

Investor Education and Protection Fund (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013
read with IEPF Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016 (''the Rules'') all unpaid or unclaimed dividends are
required to be transferred by the Company to the IEPF established by
the Government of India, after the completion of seven years. Further,
according to the rules, the shares on which Dividend has not been
paid or claimed by the Shareholders for seven consecutive years or

more shall be transferred to the Demat account of the IEPF Authority.
No unclaimed and unpaid dividends is meeting the eligibility criteria
as on Balance sheet date and hence no amounts were required to be
transferred to IEPF.

Human Resources Management and Industrial Relations

Your Company considers human resources as the main assets of the
Company as it believes that Human resources play a very critical
role in its growth. Your Company continuously focus on training
requirements of its employee on a continuing basis. With a view to
increase the productivity, the management periodically organises
various training programmes and lectures which boosts and motives
the employee to give their best to the organisation.

During the year under review, your Company''s industrial relations at
all manufacturing and other locations have remained amicable. All
these efforts are concentrated on attracting and retaining the best
talent in the industry as people are at the centre of your Company''s
growth.

Particulars of Employees

The Information required under Section 197 of the Act read with
Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel), Rules, 2014 are given as Annexure V to this
Report.

None of the Company''s Employees were covered by the disclosure
requirement pursuant to the provisions of Section 197 of the
Companies Act, 2013 read with Rules 5 (2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules,
2014.

Environment, Health and Safety

Employee''s Health, Safety and Environmental protection are core
business values within your Company. The Company''s Management
believes that environment and safety of all its stakeholders including
those who associated with the projects sites and manufacturing
facilities is of prime importance. We believe that it''s our responsibility
to protect our employees, property and environment in which it
operates. As your Company deals in Chemicals, it has to make sure
that the highest degree of safety measures is maintained in order
to avoid any risk at the workplace. It strives towards excellence and
aligns its growth path to make tomorrow safer, cleaner, greener
and more sustainable. Your Company is committed to maintain
its operations and workplace free from incidents and significant
risk to the health and safety of its stake holders through improved
engineering practices, strong channels of communication, safety
awareness, robust checking systems and sound training practices.
Your Company has well-equipped Occupational Health Centres
at all its manufacturing locations to monitor health of employees
on regular basis. It also monitors employees for any indications of
lifestyle or work-style related diseases and provides counselling. Your
Company regularly monitors the occupational health of employees
working in designated hazardous areas with respect to exposure to
hazardous chemicals and processes.

The employees are continuously educated and trained to improve
their awareness and skills. Environment, Health and Safety (EHS)
targets assigned to each division to reduce resource consumption
and are regularly monitored through an EHS scorecard which is
reviewed at monthly business review meetings. The manufacturing
location of your Company have a well-defined Environment
Management System. It follows well mapped procedure in order
to select projects, assess impacts on society and environment and
mitigate any adverse impacts. EHS initiatives have been strengthened
further due to formation of a core group for exchange of knowledge
and standardising of systems and procedures. This core group also
assess the Plants'' Safety and Environment protection improvement
activities. Periodic audits were conducted by the core group to
ensure compliance with the statutory requirements.

Special emphasis is given on resource conservation and process
innovations to convert waste streams into saleable products and
minimise use of water in processing. Your Company proactively fulfils
the environmental requirements of customers by delivering products
that match international standards. Your Company continues to focus
on proper treatment of effluents and reduction of pollution as a part
of its Green and eco-friendly initiatives. This has made your Company
a safe and healthy place to work.

Management System at all manufacturing plants and corporate office
have been assessed and have certifications like ISO 9001:2015, ISO
14001:2015 & OHSAS 18001:2007. All raw materials and products
within supply chain framework of your Company are transported in
a secure manner, for the safety of its customers, carriers, suppliers,
distributors and contractors. Your Company takes utmost care during
transportation and ensures that it complies with all the regulations.

All safety statutory requirements like licenses, mock drills under
emergency conditions and testing of manufacturing equipments etc.
are being complied with. Requirements of environmental acts and
regulations are complied with. Effluent treatment of waste streams
and suppression of fugitive emissions through sprinklers is also
carried out effectively. Massive tree plantation has been undertaken
to improve the greenery all around the plant.

Green Initiatives

Electronic copies of the Annual Report and Notice of General
Meetings are sent to all the Members whose email addresses are
registered with the Company for communication purposes.

Prevention of Sexual Harassment at Workplace

The Company is conscious about gender diversity and promotes
equal opportunity employment to have a work where employees
hold their head high with dignity.

Your Company has zero tolerance towards any act which may fall
under the ambit of Sexual Harassment at workplace and has adopted
a Policy on prevention, prohibition and redressal of sexual harassment
at work place in line with the provisions of Sexual Harassment of
Women at workplace (Prevention, Prohibition and Redressal) Act,
2013 and the Rules.

The following is the summary of the Complaints received and
disposed-off during the financial year 2022-23:

No. of Complaints received : 0

No. of Complaints Disposed-off : 0

Annual Return

Pursuant to Section 134(3)(a) and 92(3) of the Act, the Annual return
has been placed on the website of the Company www.seya.in

General

The Notes forming part of the Accounts are self-explanatory or to the
extent, necessary, have been dealt with in the preceding paragraphs,
of the Report.

Acknowledgement

The Board of Directors places on record its sincere appreciation for
the dedicated services rendered by the employees of the Company
at all levels and the cooperation extended by them. Your directors
would like to express their appreciation for the assistance and
support by all Shareholders, Government Authorities, Auditors,
financial institutions, employees, Customers, suppliers and other
business associates.

For & on behalf of the Board of Directors
Seya Industries Ltd

ASHOK G RAJANI

Palghar, August 29, 2023 Chairman & Managing Director


Mar 31, 2018

The Directors hereby presents their Twenty Eighth Annual report together with the Audited Financial Statements for the Financial Year (FY) 2017-18

During the year under review, your Company undertook several initiatives to brace its Products by increasing integration of manufacturing process for select high value products which will enable your Company to further enhance profitability.

Financial Performance

Rs. in Lakhs

Financial Results

Year Ended 31-Mar-18

Year Ended 31-Mar-17

Total Revenue

34,893.91

31,498.94

Profit Before Interest, Depreciation and Exceptional items (EBIDTA)

10,646.83

7,476.65

Depreciation and Amortization

1,509.81

1,367.78

Finance Cost

1,785.01

1,412.58

Profit Before Tax

7,351.54

4,696.30

Tax

2,111.94

473.05

Profit After Tax

5,239.60

4,223.30

Earnings per Share (Rs.)

23.32

28.35

Indian Accounting Standards

The Ministry of Corporate Affairs (MCA) vide its notification in the official Gazette dated February 16, 2015, notified the Indian Accounting Standards (IND AS) applicable to certain classes of Companies which has replaced the existing Indian GAAP prescribed under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies Accounts Rules, 2014. Accordingly, the Company has adopted IND AS with effect from April 1, 2017 with a transition date of April 1, 2016 and IGAAP as the Previous GAAP. The Financial Statements for the year ended March 31, 2018 has been prepared in accordance with IND AS.

The reconciliations and descriptions of the effect of the transition from previous GAAP to IND AS have been set out in the notes to accounts in the Standalone Financial Statements. The Company has re-stated the value of the Land (Property) owned by the Company in-accordance with the requirements of the IND AS 16 so as to represent the same at Fair Market Value in the Balance Sheet. This restatement resulted in an increase of Rs.314.21 Crores in the Reserves/Net-worth as compared to previous year.

Performance Review

Your Company continued to deliver record performance with steady growth in volume and profitability while recording progress on several strategic initiatives, including expansion plans even amidst extremely challenging backdrop of economic environment.

Your Company clocked double-digit growth of 11% (Y-o-Y) in revenues which stood at Rs.34,894 Lakhs compared to PY Rs.31,499 Lakhs led by volume growth and better realizations due to Environmental challenges and production disruptions in China. Amplified operating margins and growth in volumes resulted in 42.40% growth in Earnings (Profit) Before Interest, Depreciation, Tax & Amortization (EBIDTA) to Rs.10,647 Lakhs from Rs.7,477 Lakhs (PY). The traction from Modernization and Upgradation initiatives taken by your Company to improve operating efficiency has been instrumental in growth in volumes and higher contribution in the overall product mix. Domestic markets supported the momentum with procurement of high volumes on the back of high visibility thereby maintaining the spread.

Profit Before Tax stood at Rs.7,352 Lakhs whereas Profit after Tax was at Rs.5,242 Lakhs, up 57% and 24% respectively (Y-o-Y) contributing to Earnings Per Share at Rs.23.32 on enhanced capital compared to Rs.28.35 per Share (PY).

Dividend

For the year under review, your Directors are pleased to recommended dividend of Rs.1 per share (10%) on the Ordinary Shares (''10 face value) of the Company (previous year Rs.1 per share). If declared by the members at the ensuing Annual General meeting (AGM), the total dividend outgo during FY 2017-18 would amount to Rs.287.43 Lakhs including Dividend tax (previous year Rs. Rs.244.93 Lakhs, including Dividend Tax).

Share Capital

During the period under review the Company has issued and allotted 4,250,000 equity shares of Rs.10/- at a premium of Rs.170/ per Share on conversion of 4,250,000 convertible warrants in accordance with the provisions of Section 42 and 62 of the Companies Act, 2013 ("the Act").

Management Discussion & Analysis and Corporate Governance Reports

Pursuant to Regulation 34 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), Management Discussion & Analysis and the Corporate Governance Report are presented in a separate section forming part of the Annual Report.

Capacity Expansion, New Projects & Diversification

Your Company is favorably positioned to capture opportunities emerging across the chemicals and specialty chemicals value-chain. More importantly, China, which was the world''s largest supplier for multiple chemicals, has enhanced its focus on environmental protection and sustainable manufacturing processes. As a result, local Chinese producers are faced with higher cost of operations which have increased the landed cost of chemicals. This has improved the competitiveness of alternate suppliers, opening opportunities for established players like us with proven capabilities and abundant capacities.

Capacity Expansions: Company is in process of doubling the capacity of one of its high value and high margin product in FY19, which presently contributes ~20% to its revenues. The brownfield expansion is expected to be commercialized in Q4FY19 and contribute additional growth of ~5% in top-line and bottom line in Q4FY19 and 15% - 20% in FY20.

De-bottlenecking and Improvement of Efficiencies at Existing Capacities: Company is upgrading and debottlenecking all product plants by setting up parallel capacities for select products and replacing machineries for some products to align the production plants and processes on new Technologies. In addition to this, keeping up its commitment as a responsible corporate citizen, Company is upgrading its Effluent Treatment Plant to support its capacity expansions. The de-bottlenecking and efficiency improvement exercises under implementation are expected to boost production volumes, revenues and margins through FY19 and H1FY20 by at least 15% - 20%. The estimated capital expenditure for above Capital expansion and de-bottlenecking project is Rs.70 - 75 Crores which is being funded through internal accruals and almost 40% of the estimated amount has been incurred until Q1FY19. Modernisation and upgradation Project of its Nitro Chlorobenzene manufacturing plant in FY17 has further resulted in Increase in Raw material efficiency, Improvement product quality, Reduction in Utilities consumption and Increase in ease of operation. The expansion of Select high value and high margin products will further enhance the profitability by contributing to the Top & Bottom line.

Mega Green-Field Project Under Implementation: Last year your Company had announced setting-up of a Greenfield forward and backward integration project to be self-reliant for most of its Raw materials, Reduce Cost of Energy, Diversify into Specialised High Value & High Margin products, Value addition to By-Products by reusing the same for manufacturing of high margin products and expansion in capacity of its captive use products. With a clearly defined vision to emerge as an Integrated Global producer for Speciality Chemicals and having invested Rs.4.41Bn in Capex in last 5 years, your Company took its next step forward to start next round of expansion at cost of Rs.7.35Bn, to be commissioned and commercialized in H2FY20 with additional installed capacity of 527,900 MTPA. The project is expected to contribute additional Rs.10-12Bn in Revenue at an estimated capacity utilization of 80% and EBIDTA margins on similar lines of present manufacturing operations. The project is located in close vicinity of Seya''s existing manufacturing operations at MIDC Tarapur, Boisar in State of Maharashtra and is being funded at 1:1 Debt-Equity. The financial closure for the Project was achieved in Q1FY18 and the work for the same had started in Q3FY18.

The Equity has been fully introduced by the Promoters and is forming part of present Share Capital/Equity Structure of the Company. The Project is being built under the supervision of highly experienced and reputed EPC contractors, German Technology Suppliers and PMC''s holding successful track-record of more than 105 years backed by performance guarantee. It involves latest state-of-the-art, cutting edge, continuous, fully automated process technology which will enable Seya to be the lowest cost producer in the World for the products under set-up. The installed capacities of proposed products under set-up will be the largest in the world at a single location.

Seya has safeguarded any copy of the Technology by executing confidentiality and copyright agreements with its technology suppliers restricting sale of technology acquired, for next 20 years. The License, Process Know-how and Engineering package for patented technology have been delivered by the technology suppliers in H2FY18 and the proprietary plant and machinery has been delivered in Q1FY19

With this, your Company will address the opportunity offered by the supply deficit in the domestic market which is majorly being met by imports. In addition to competitiveness on cost due to supplying the domestic markets from a plant located in India, your Company will leverage on the latest manufacturing technologies in its state-of-the art plant which will reduce wastage and is more efficient in utilisation of inputs and energy. With an objective of developing working relationships with major clients across India as well as establishing strong marketing and distribution channels, your company has been doing seed marketing of the proposed products to understand and penetrate in the market.

Working Capital

The Company continued to enjoy working capital facilities under Consortium banking arrangements with public sector Banks and the company has been regular in servicing these debts.

Credit Rating

Credit Rating agencies have upgraded the ratings to A- (A Minus) with stable outlook ratings for the long-term loan facilities availed by the company and A2 (A Two) for short-term facilities enjoyed by the Company.

Finance

Your Company obeys to austere guiding principles to efficiently manage its working capital level and maintain its debt at a reasonable level. During the year under review, the debt pertaining to the manufacturing operations of your Company decreased due to scheduled repayments and improved working capital management. However, as your Company is setting-up its Mega Greenfield expansion project, on a consolidated level the total debt has enhanced. These levels would normalise as your Company generate revenues from the new projects. Modest increase in Interest cost was due to enhanced working capital drawdown mandated by increased scale of operation. Depreciation increased due to regular growth and maintenance Capex; despite this your Company''s enhanced financials have tractioned advancement of financial parameters. Your Company endures its emphasis to effectively manage its cash flows through prudent regulators to reduce the overall interest costs. Robust Cash flow, Repayment of Term loan and Effective management of working capital have leveraged Debt/Equity ratio at 0.27x with a Net Debt/ EBITDA of 2.29x, propounding much more financial flexibility for Upcoming Projects.

Reserves & Surplus

The Reserves, at the beginning of the year were Rs.27,514.14 Lakhs and the Reserves at the end of the year are Rs.71,271.19 Lakhs representing an increase by Rs.43,757.04 Lakhs (increase of Rs.31,421.00 Lakhs due to IND-AS16). During the period under review no amount is transferred to General Reserves.

Deposits

The Company has neither accepted nor renewed any deposits during the year under review. The Company does not have any deposits which are not in compliance with the requirements of Chapter V of the Act

IT Initiatives

The Company''s Information Technology (IT) infrastructure is continuously reviewed and renewed in line with the development in technology and its requirements.

Directors and Key Managerial Personnel Directors

In Accordance with the provision of the Act and the Articles of Association of the Company, Mr. Asit Kumar Bhowmik is liable to retire by rotation and being eligible offered himself for reappointment.

Based on the recommendations of the Nomination and Remuneration Committee (NRC), the Board of Directors has at its meeting held on May 28, 2018 re-appointed Mr. Ashok G Rajani as Managing Director of the Company for a period of 5 years commencing from September 25, 2019 to September 24, 2024. His re-appointment and remuneration payable to him are subject to the approval of the Members at the ensuing AGM.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Section 149(6) of the Act and Regulation 16 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). In the opinion of the Board, they fulfill the conditions of independence as specified in the Act, and the Rules framed there under and are independent of the management.

The brief resume and other details relating to the Director who is proposed to be appointed / re-appointed as required to be disclosed under Regulation 36(3) of Listing Regulations is mentioned in the explanatory Statement annexed to the Notice of 28th Annual General Meeting.

Key Managerial Personnel (KMP)

Mr. Ashok G Rajani, Managing Director, Mr. Asit Kumar Bhowmik, Executive Director and Ms. Manisha Solanki, Company Secretary are the KMP as per the definition under Section 2(51) and Section 203 of the Act.

Independent Directors

The Independent Directors are not liable to retire by rotation in terms of Section 149 (13) of the Act. In accordance with Section 149 (7) of the Act, each independent Director has given a written declaration, to the Company confirming that he / she meets the criteria of independence as mentioned under Section 149 (6) of the Act and the Listing Regulations.

First Five years term of Mr. Anand Taggarsi is getting expired on September 26, 2019, Board have proposed his re-appointment as Independent Director for further period of Five year in ensuing Annual General Meeting.

Performance evaluation of Board, its committees and of Director''s

The Board recognise the Importance of reviewing and improving upon its performance. For this purpose they discuss the effectiveness of the functioning of the Chairman, Executive Directors, and other Directors and to agree ways in which performance can be further improved looking at the likely needs in future.

A structured questionnaire was prepared after taking into consideration, various aspect of the Board''s functioning, composition of the Board and its committees, culture, execution and performance of specific duties, obligation and governance.

The Performance evaluation of the Chairman and Non-independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with evaluation process of Board.

Familiarization Programme for Independent Directors

The Company proactively keeps its Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industries.

The Details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company and related matters are put up on the website of the Company under the link http://www.seya.in/wp-content/ uploads/2011/06/Familiarization-Program_for-Independent-Directors-Seya.pdf

Governance Guidelines

The Company has adopted governance guidelines on Board effectiveness. The governance guidelines cover aspects related to composition and role of the Board, Chairman and Directors, Board diversity, definition of independence, Directors'' term, retirement age and committees of the Board. It also covers aspects relating to nomination, appointment, induction and development of Directors, Director Remuneration, Code of Conduct, Board Effectiveness Review and mandates of Board committees.

Procedure for Nomination and Appointment of Directors

The Nomination and Remuneration (NRC) is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial conditions and compliance requirements.

NRC conducts a gap analysis to refresh the Board on a periodic basis, including each time a Director''s appointment or re-appointment is required. The Committee is also responsible for reviewing the profiles of potential candidates vis-a-vis the required competencies and meeting potential candidates, prior to making recommendations of their nomination to the Board. At the time of appointment, specific requirements for the position, including expert knowledge expected, is communicated to the appointee.

Policy on Directors'' Appointment and Remuneration Including criteria for determining Qualifications, Positive Attributes and Independence of a Director

The Company has in place Remuneration Policy for the Directors, KMP and other employees pursuant to the provisions of the Act and the listing Regulations which is set out in Annexure I which forms part of the Board'' Report.

Meetings of the Board

The details of the number of meetings of the Board of Directors held during the Financial Year 2017-18 forms part of the Corporate Governance Report.

Employee Stock Option/Sweat Equity/Preferential Allotment

The Company has not issued any Employee Stock Options/Sweat Equity or Shares as Preferential allotment during the period under review.

Directors'' Responsibility Statement

Based on framework of the internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, cost and secretarial auditors and external consultant(s) including audit of internal financial controls over financial reporting by the statutory and the reviews performed by Management and the relevant Board Committees, including the Audit & Risk Management Committee, the Board is of the Opinion that the Company''s internal financial controls were adequate and effective during the financial year 2017-18. Accordingly, pursuant to Section 134(5) of the Act, the Board of Directors, based on the representations received from the Operating Management and to the best of their knowledge and ability, confirms that:

a. In the preparation of the Annual accounts for the financial year ended March 31, 2018, the applicable accounting standards have been followed and that there are no material departures;

b. The Directors have, in selection of the accounting policies, consulted the Statutory Auditors and have applied their recommendations consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit of the Company for the year ended on that date;

c. They have taken proper and sufficient care to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. They have prepared annual accounts on a ''going concern basis.''

e. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f. Proper system has been devised to ensure compliance with provisions of all applicable laws and that such systems are adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2017-18.

Declaration by Independent Directors

The Company has received declaration from all of its Independent Directors under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013.

Redemption of Shares/ Debentures

The Company has not redeemed any Shares or Debentures.

Disqualification of Director

No Director of the Company is disqualified under any law to act as a Director.

Insider Trading Proceedings/ Enquiry

No such enquiry/proceeding has ever been initiated/pending against the Company.

Contracts & Arrangements with Related Parties

All related party transactions entered into were on an arm''s length basis and in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations. Further, there were no transactions with related parties which qualify as material transactions under the Listing Regulations. The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on company''s website at the link http://www.seya.in/wp-content/ uploads/2011/06/Related-Party-Transactions-Policy-Seya.pdf The details of the transactions with related parties are provided in the accompanying financial statements

Corporate Social Responsibility (CSR)

The CSR committee has formulated and recommended to the Board, a CSR Policy indicating the activities to be undertaken by the Company as approved by the Board.

The CSR activities are being undertaken by your Company through various Implementing agency with area specific need and focus to reach out to marginalised and deprived section of the society and bridge the gap between the haves and have nots by promotion of building health, livelihood and education. The interventions of some implementing agency were spread across India. During FY 2017-18, your Company has spent ''58.75 Lakhs on CSR activities, against the requirement of ''57.91 Lakhs , being 2% of average of the net profits for the preceding three years.

The Company''s overall CSR initiative focuses on the following sectors and issues:

- Poverty alleviation, livelihood enhancement and infrastructure support, including programs on agriculture growth animal husbandry development and promotion of social enterprises.

- Education and vocational skill development

- Environment sustainability by investing in bio-diversity, natural resource management, awareness and environment education, and mitigation of climate change impact.

- Health Care, nutrition, sanitation and safe drinking water.

- Women empowerment

- Responding to any disasters, depending upon where they occur and its ability to respond to meaningfully.

The CSR Policy is available on the Company''s website. The Annual Report on CSR activities is enclosed as Annexure - II

Material changes and commitments, if any, affecting the financial position of the Company

No material changes and commitments affecting the financial Position of the Company occurred between the ends of the financial year to which this financial statement relate on the date of this report.

Significant or Material orders passed against the Company

Pursuant to the requirement of Section 134(3)(q) of the Companies Act, 2013 read with Rule 8(5)(vii) of the Companies (Accounts) Rules, 2014, it is confirmed that during FY 2017-18 there were no significant or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and your Company''s operations in future.

Internal Financial Control

Internal Financial control systems of the Company are commensurate with its size and the nature of its operations, these have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable accounting standards and relevant status, safeguarding assets from unauthorised use, executing transactions with proper authorisation an ensuring compliance of corporate policies. The Company has well defined delegation of power with authority limits for approving revenue as well as expenditure, both capital and revenue. The Company uses an established ERP System to record day to day transaction for accounting and financial reporting.

The Company''s internal audit function monitors and assesses the adequacy and effectiveness of the internal financial control. The audit Committee deliberated with the members of management considered the systems as laid down and met the internal auditors and statutory auditors to ascertain, inter alia, their views on the internal financial control systems. The Audit Committee satisfied itself of the adequacy and effectiveness of the internal financial control system as laid down and kept the Board of Directors informed.

Auditors

Statutory Auditors & Its Report

As per provisions of Section 139, 142 and other applicable provisions of the Companies Act, 2013, if any, read with the Companies (Audit & Auditors) Rules, 2014, including any statutory enactment or modification thereof, M/s. Anil Chauhan & Associates, Chartered Accountant, (Firm Registration No. 140786W) be and is hereby appointed as the Statutory Auditors of the Company and to hold the office from the conclusion of this Annual General Meeting till the conclusion of 29th Annual General Meeting of the Company, at a remuneration to be decided by the Board of Directors in consultation with the Auditors plus applicable service tax and reimbursement of travelling and out of pocket expenses incurred by them for the purpose of audit.

The Company has received a written consent and certificate from M/s. Anil Chauhan & Associates, confirming that they satisfy the criteria provided under Section 141 of the Act and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed thereunder.

The Statutory Auditor''s report read together with relevant notes thereon form an integral part of the Financial Statement of this Annual Report and are self-explanatory and hence do not call for any comments. There is no qualification, reservation, adverse remark or disclaimer by the Statutory Auditors in their Report.

Cost Auditors

As per Section 148 of the Act, the Company is required to have the audit of its cost records conducted by a Cost Accountant in practice. The Board on Recommendation of the Audit Committee & Risk Management has appointed D.C. Dave & Co., Cost Accountants (Firm Registration No. 000611) as the Cost Auditor of the Company for FY 2018-19 under Section 148 and all other applicable provisions of the Act read with the Companies (Cost Records and Audit) Amendment Rules, 2014.

M/s. D C Dave & Co. have confirmed that they are free from disqualification specified under Section 141 (3) and proviso to Section 148 (3) read with Section 141 (4) of the Act and that the appointment meets the requirements of Section 141 (3)(g) of the Act. They have further confirmed their independent status and an arm''s length relationship with the Company;

The Remuneration payable to the Cost Auditors is required to be placed before the members in a general meeting for their ratification. Accordingly, a Resolution for seeking members ratification for the remuneration payable to M/s. D C Dave & Co. is included at Item No. 7 of the Notice Convening the AGM.

Secretarial auditor & Its Report

In terms of Section 204 of the Act and Rules made there under, M/s. Dipali Kapadia & Associates, Practising Company Secretary have been appointed as Secretarial Auditor of the Company. The Report of the Secretarial Auditors is enclosed as Annexure - III to this report. With Respect to comment on CFO, your Directors would like to place on record that the Board had appointed one candidate as CFO, however, before company could assess his skills and knowledge, he left the organisation due to some personal reasons. This is crucial position which requires proper due diligence before appointing anyone on this position, there has been a delay in appointing CFO. Interviews are in process and the Company shall appoint CFO very soon. At present, responsibility of CFO is carried out by the Managing Director of the Company.

Reporting of Fraud by Auditors

There is no instance of fraud reported by the Auditors during the FY 2017-18.

Secretarial Standards of ICSI

Your Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS - 1) and General Meetings (SS - 2) issued by The Institute of Company Secretaries of India and approved by the Central Government.

Audit & Risk Management Committee

The Company has an Audit & Risk Management committee comprising Mr. Anand Taggarsi, Mr. Ashok G Rajani, and Ms. Kalpana Tirpude. The Board has accepted the recommendations made by the Audit & Risk Management Committee from time to time. Details about the meetings held during the year is provided in the Corporate Governance Report.

Risk Management

Risk management policy of the Company promotes a proactive approach in reporting, evaluating and resolving risks associated with the business. Mechanisms for identification and prioritisation of risks include risk survey, business risk environment scanning, and inputs from the Materiality Assessment Report and focused discussions in Risk Management workshops.

Identified risks are used as one of the key inputs for the development of strategy and business plan. The respective risk owner selects a series of actions to align risks with the Company''s risk appetite and risk tolerance levels to reduce the potential impact of the risk should it occur and/or to reduce the expected frequency of its occurrence.

Mitigation plans are finalised, owners are identified and progress of mitigation actions are monitored and reviewed. The risk assessment update is provided to the Audit & Risk Management Committee (ARMC) on periodical basis. ARMC is appointed by the Board and comprises Directors and executives from the Company and is chaired by an Independent Director. ARMC assists the Board of Directors in overseeing the Company''s risk management processes and controls.

Whistle Blower Policy and Vigil Mechanism

In accordance with the provisions of Section 177 (9) of the Act, and Regulation 22 of the Listing Regulations, your Company has a vigil mechanism which has been adopted in the form of Whistle Blower Policy. The policy has been formulated with a view to provide a mechanism for Directors and employees of the Company to report genuine concerns. The Whistle Blower Policy also provides for adequate safeguards against victimization of persons who use vigil mechanism and for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases. The Whistle Blower Policy is uploaded on the website of Company and the link is http:// www.seya.in/wp-content/uploads/2011/06/Whistleblower-policy_ SEYA_1.pdf

Share Registrar and Transfer Agents

The Company''s Registrar & Transfer agents for shares are M/s. Universal Capital Securities Private Limited (RTA). RTA is duly registered with SEBI. The contact details of RTA are mentioned in the Report of Corporate Governance.

Investors are requested to address their queries, if any, to RTA; however in case of difficulties, as always, they are welcome to contact the Company''s ''Investor Services Department, the contact particulars of which are contained in the Report of Corporate Governance.

Quality Initiatives

Sustained commitment to highest levels of quality, best-in-class service management, robust information security practices and mature business continuity processes helped the Company attain significant milestones during the year.

Listing

The Company''s equity shares continue to be listed at BSE. We confirm that the Listing fee for the financial year 2017-2018 and 2018-19 has been paid to BSE. The stock code of the company at BSE is 524324.

Consolidated Financial Statements

There being no subsidiaries and associates companies, disclosure requirements pursuant to Regulation 33 & 34 of the Listing Regulation are not applicable.

Subsidiaries / Joint Ventures / Associate Companies

As on March 31, 2018, the Company did not have any subsidiary, join venture or associate company. Since the Company doesn''t have any subsidiary, a policy on material subsidiary has not been formulated.

Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013, during FY 2017-18

During the period under review, the Company has not given any loans, guarantees or made investments under Section 186 of the Companies Act, 2013.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The Particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed pursuant to the provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014, are provided in Annexure - IV to this Report.

Research and Development

The Company recognizes the need to have well equipped R&D Facilities to meet customer requirements and developing cutting edge products. Detailed report on Research and Development carried out by your Companies given as an Annexure IV of this report.

Investor Education and Protection Fund (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013 read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (''the Rules'') all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Government of India, after the completion of seven years. Further, according to the rules, the shares on which Dividend has not been paid or claimed by the Shareholders for seven consecutive years or more shall be transferred to the Demat account of the IEPF Authority. No unclaimed and unpaid dividends is yet meeting the eligibility criteria and hence no amounts were transferred to IEPF.

Human Resources Management and Industrial Relations

Your Company considers human resources as the main assets of the Company as it believes that Human resources play a very critical role in its growth. Your Company continuously focus on training requirements of its employee on a continuing basis. With a view to increase the productivity, the management periodically organises various training programmes and lectures which boosts and motives the employee to give their best to the organisation.

During the year under review, your Company''s industrial relations at all manufacturing and other locations have remained amicable. All these efforts are concentrated on attracting and retaining the best talent in the industry as people are at the centre of your Company''s growth.

Particulars of Employees

The Information required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 are given as Annexure V to this Report.

None of the Company''s Employees were covered by the disclosure requirement pursuant to the provisions of Section 197 of the Companies Act, 2013 read with Rules 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Statement of Company''s Affairs

The statement of Company''s affairs is given under the various headings in this Report and in the Management Discussion and Analysis Report.

Insurance

All the insurable interests of your Company including inventories, buildings, plant and machinery are adequately insured against risk of fire and other risks.

Environment, Health and Safety

Employee''s Health, Safety and Environmental protection are core business values within your Company. The Company''s Management believes that environment and safety of all its stakeholders including those who associated with the projects sites and manufacturing facilities is of prime importance. We believe that it''s our responsibility to protect its employees, property and environment in which it operates. As your Company deals in Chemicals, it has to make sure that the highest degree of safety measures is maintained in order to avoid any risk at the workplace. It strives towards excellence and aligns its growth path to make tomorrow safer, cleaner, greener and more sustainable. Your Company is committed to maintain its operations and workplace free from incidents and significant risk to the health and safety of its stake holders through improved engineering practices, strong channels of communication, safety awareness, robust checking systems and sound training practices. Your Company has well-equipped Occupational Health Centres at all its manufacturing locations to monitor health of employees on regular basis. It also monitors employees for any indications of lifestyle or work-style related diseases and provides counselling. Your Company regularly monitors the occupational health of employees working in designated hazardous areas with respect to exposure to hazardous chemicals and processes.

The employees are continuously educated and trained to improve their awareness and skills. Environment, Health and Safety (EHS) targets assigned to each division to reduce resource consumption and are regularly monitored through an EHS scorecard which is reviewed at monthly business review meetings. All the manufacturing locations of your Company have a well-defined Environment Management System. It follows well mapped procedure in order to select projects, assess impacts on society and environment and mitigate any adverse impacts. EHS initiatives have been strengthened further due to formation of a core group for exchange of knowledge and standardising of systems and procedures. This core group also assess the Plants'' Safety and Environment protection improvement activities. Periodic audits were conducted by the core group to ensure compliance with the statutory requirements.

Special emphasis is given on resource conservation and process innovations to convert waste streams into saleable products and minimise use of water in processing. Your Company proactively fulfils the environmental requirements of customers by delivering products that match international standards. Your Company continues to focus on proper treatment of effluents and reduction of pollution as a part of its Green and eco-friendly initiatives. This has made your Company a safe and healthy place to work.

Your Company is signatory to the ''Responsible Care'' initiatives and Responsible care logo holding organisation. Management System at all manufacturing plants and corporate office have been assessed and are equivalent to ISO 9001, ISO 14001 & OHSAS 18001. All raw materials and products within supply chain framework of your Company are transported in a secure manner, for the safety of its customers, carriers, suppliers, distributors and contractors. Your Company takes utmost care during transportation and ensures that it complies with all the regulations.

All safety statutory requirements like licenses, mock drills under emergency conditions and testing of manufacturing equipments etc. are being complied with. Requirements of environmental acts and regulations are complied with. Effluent treatment of waste streams and suppression of fugitive emissions through sprinklers is also carried out effectively. Massive tree plantation has been undertaken to improve the greenery all around the plant.

Green Initiatives

Electronic copies of the Annual Report and Notice of General Meetings are sent to all the Members whose email addresses are registered with the Company for communication purposes. For members who have not registered their email addresses, physical copies of the Notices and Annual Report are sent in the permitted mode. Members requiring physical copies can send a request to the Company.

Prevention of Sexual Harassment at Workplace

The Company is conscious about gender diversity and promotes equal opportunity employment to have a work where employees hold their head high with dignity.

You Company has zero tolerance towards any act which may fall under the ambit of Sexual Harassment at work place and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at work place in line with the provisions of Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules.

The following is the summary of the Complaints received and disposed-off during the financial year 2017-18:

No. of Complaints received: NIL

No. of Complaints Disposed-off: NIL

Extract of the Annual Return

Pursuant to Section 92(3) of the Act and Rules 12(1) of the Companies (Management and Administration) Rules, 2014 extract of annual return in form MGT-9 is enclosed as Annexure VI to this Report.

General

The Notes forming part of the Accounts are self-explanatory or to the extent, necessary, have been dealt with in the preceding paragraphs, of the Report.

Acknowledgement

Your Directors wish to express their gratitude and appreciation to all of the Company''s employees at all its locations who through their competence, tremendous personal efforts as well as their collective dedication have contributed to the Company''s performance.

Your Directors acknowledge with sincere gratitude the co-operation and assistance extended by the Banks, Financial Institutions, Suppliers, Vendors, Customers and all the Central and State Government authorities and all other Business associates.

The Board also takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders.

For & on behalf of the Board of Directors

ASHOK G RAJANI

Chairman & Managing Director

Mumbai, May 28, 2018


Mar 31, 2017

To the Members of Seya Industries Ltd

The Directors hereby presents their Twenty Seventh Annual report together with the Audited Financial Statements for the Financial Year (FY) 2016-17

Financial Performance

Rs. in Lakhs

Financial Results

Year Ended 31-Mar-17

Year Ended 31-Mar-16

% Change

Total Revenue

30,945.09

27,711.79

12%

Profit Before Interest, Depreciation and Exceptional items (EBIDTA)

7,473.63

5,009.27

49%

Depreciation and Amortization

1,388.96

1,093.21

-

Finance Cost

1,412.58

1,271.94

-

Profit Before Tax

4,672.09

2,644.12

77%

Tax

465.86

34.23

-

Profit After Tax

4,206.23

2,678.35

57%

Earnings per Share (Rs.)

28.24

24.35

16%

Book Value per share (Rs.)

145.56

80.99

80%

Performance Review

Your Company delivered a strong performance with steady growth in profitability while recording progress on several strategic initiatives, including expansion plans even amidst extremely challenging backdrop for the chemical industry in wake of sharp decline in the global crude oil prices and related petrochemical intermediates and slow recovery in key emerging Markets. The Financial Year (“FY”) 2016-17 was a challenging year on multiple fronts, and your Company has delivered a resilient performance indicating robustness of the business model. The emphasis on quality and sustainability of operations, widening of portfolio of products, active customer engagement, focus on profitable products and a healthy mix of enduser industries and markets served has enabled it to emerge stronger and better positioned to capture the opportunities ahead. Against this backdrop and in light of the several challenges faced from the wave of regional protectionism spread across the developed world and increased pitch for supporting local production to preserve jobs, the growth in export markets has been muted. These were coupled with BRE??IT and instability in EU region. The lingering effects of the depressed crude oil prices and resultant impact on petrochemical intermediates also continued to exert pressure on growth, although re-entry of Iran as a global crude supplier improved the availability of higher grades of crudes in the mirage of reversing the waning prices of commodities.

Despite these head winds, your Company clocked double-digit growth of 12% (Y-o-Y) in revenues which stood at Rs.30,945.09 Lakhs compared to PY Rs.27,711.79 Lakhs despite decline in crude oil prices and related petrochemical intermediates, considerably reducing realisation of all products. Amplified operating margins and strong growth in volumes was equipoise by lower realisation steering to temperate growth in absolute revenues. Modernization and Upgradation initiatives taken by your Company to improve operating efficiency, abetted 49% growth in Earnings (Profit) Before Interest, Depreciation, Tax & Amortization (EBIDTA) to Rs.7,474 Lakhs from Rs.5,009 Lakhs (PY). The traction from newly introduced products has been instrumental in healthy trajectory in the Speciality Chemicals segment resulting in commendable growth in volumes and higher contribution in the overall product mix aggressive marketing. Your company leveraged its strength by switching and enhancing the volumes of the Value added products to mitigate the impact from down cycle from the up stream product categories. Going ahead, your company will continue to widen and deepen its market presence.

Profit Before Tax stood at Rs.4,672.09 Lakhs whereas Profit after Tax was at Rs.4,206.23 Lakhs, up 77% and 57% respectively (Y-o-Y) breaking the ground of reduced realizations on account of lowering of crude oil

prices and contributing to whopping Earnings Per Share at Rs.28.24 on enhance capital compared to Rs.24.35 per Share (PY).

Dividend

For the year under review, the Directors have recommended a dividend of Rs.1 per share (10%) on the Ordinary Shares of the Company (previous year Rs.1 per share). If declared by the members at the ensuing Annual General meeting (AGM), the total dividend out go during FY 2017-18 would amount to Rs.244.93 Lakhs including Dividend tax (previous year Rs.132.39 Lakhs, including Dividend Tax).

Share Capital

During the period under review your Company has issued and allotted 9,350,000 Equity Shares and 4,250,000 convertible warrants of face value of Rs.10/- each and at a premium of Rs.170/- per share and warrant respectively in accordance with the provisions of Section 42 and 62 of the Companies Act, 2013 (“the Act”). Post issue of the Equity Shares, the issued, subscribed and paid up capital of your Company has increased from Rs.11.00 Crores to Rs.20.35 Crores and on conversion of warrants to Equity it shall be further expanded to Rs.24.60 Crores

Management Discussion & Analysis and Corporate Governance Reports

Pursuant to Regulation 34 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), Management Discussion & Analysis and the Corporate Governance Report are presented in a separate section forming part of the Annual Report.

Capacity Expansion, New Projects & Diversification

During the year in retrospect your Company has successfully modernisation and upgradation Project of its Nitro Chlorobenzene manufacturing plant which has resulted in Increase in Raw material efficiency, Improvement in product quality, Reduction in Utilities consumption, increase in ease of operation and more over increase in Capacity of Nitro Chlorobenzenes from 15000 TPA to 33000 TPA. This expansion will further enhance the profitability by contributing to the Top & Bottom line.

Last year your Company had announced setting-up of a Greenfield project to be self-reliant for most of its Raw materials, Reduce Cost of Energy, Diversify into Specialised High value & High Margin products, value addition to By-Products by reusing the same for manufacturing of high margin products and expansion in capacity of its captive use products. Your Company has successfully achieved the financial closure for its capital Outlay of Rs.73,458 Lacs and have incurred Rs.38,871 Lacs until June 30th, 2017. The Project once commissioned shall phoenix up the Top Line by Rs.1000 Crores and Bottom-line by Rs.300 Crores of the Company and shall make it achieve leading and dominant position in Speciality Chemicals globally for all its products. The combined Capacity of the various Product Plants under set-up shall be 512,550 MTPA of which 48% of the Capacity shall be utilised for Captive consumption to produce High value and High Margin Products.

Credit Rating

Credit Rating agencies have reaffirmed the ratings to A- (A Minus) ratings for the long term loan facilities availed by the company and A2 (A Two) for short-term facilities enjoyed by the Company, despite the ongoing Greenfield Expansion Project.

Finance

Your Company obeys to austere guiding principles to efficiently manage its working capital level and maintain its debt at a reasonable level. The long term debt of your Company increased during the year due to borrowing of Long Term Loans for Upgradation, Modernisation and Set-up of additional facility of Nitro Chlorobenzenes, expanding your Company’s footprint from 15000 TPA to 33000 TPA which resulted in modest increase in Interest cost on additional term borrowings. Depreciation increased due to capitalisation of the Upgraded and Modernised facility; despite this your Company’s enhanced financials have tractioned advancement of financial parameters. Your Company endures its emphasis to effectively manage its cash flows through prudent regulators to reduce the overall interest costs. Robust Cash flow, Repayment of Term loan and Effective management of working capital have leveraged Debt/Equity ratio at 0.29x with a Net Debt/ EBITDA of 1.30x, propounding much more financial flexibility for Upcoming Projects. The Overall Capital outlay of the Greenfield Expansion Project is Rs.73,458 Lacs, which is being funded through a combination of Debt and Equity. Your Company has achieved the financial closure for the said Project on March 25, 2017.

Reserves & Surplus

The Reserves, at the beginning of the year were Rs.7,809.10 Lakhs and the Reserves at the end of the year are Rs.27,514.14 Lakhs. During the period under review no amount is transferred to General Reserves.

Deposits

The Company has neither accepted nor renewed any deposits during the year under review. The Company does not have any deposits which are not in compliance with the requirements of Chapter V of the Act.

IT Initiatives

The Company’s Information Technology (IT) infrastructureis continuously reviewed and renewed in line with the development in technology and its requirements.

Directors and Key Managerial Personnel

Directors

In Accordance with the provision of the Act and the Articles of Association of the Company, Mr. Asit Kumar Bhowmik is liable to retire by rotation and being eligible offered himself for reappointment.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Section 149(6) of the Act and Regulation 16 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”). In the

opinion of the Board, they fulfil the conditions of independence as specified in the Act, and the Rules framed there under and are independent of the management.

The brief resume and other details relating to the Director who is proposed to be appointed / re-appointed as required to be disclosed under Regulation 36(3) of Listing Regulations is mentioned in the explanatory Statement annexed to the Notice of 27th Annual General Meeting.

Key Managerial Personnel (KMP)

Mr. Ashok G Rajani, Managing Director and Ms. Manisha Solanki, Company Secretary are the KMP as per the definition under Section 2(51) and Section 203 of the Act.

Independent Directors

The Independent Directors are not liable to retire by rotation in terms of Section 149 (13) of the Act. In accordance with Section 149 (7) of the Act, each independent Director has given a written declaration, to the Company confirming that he / she meets the criteria of independence as mentioned under Section 149 (6) of the Act and the Listing Regulations.

Performance evaluation of Board, its committees and of Director’s

The Board recognise the importance of reviewing and improving upon its performance. For this purpose they discuss the effectiveness of the functioning of the Chairman, Executive Directors, and other Directors and to agree ways in which performance can be further improved looking at the likely needs in future.

A structured questionnaire was prepared after taking into consideration, various aspect of the Board’s functioning, composition of the Board and its committees, culture, execution and performance of specific duties, obligation and governance.

The Performance evaluation of the Chairman and Non-independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with evaluation process of Board.

Familiarization Programme for Independent Directors

The Company proactively keeps its Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industries.

The Details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company and related matters are put up on the website of the Company under the link http://www.seya.in/wp-content/ uploads/2011/06/Familiarization-Program_for-Independent-Directors-Seya.pdf

Governance Guidelines

The Company has adopted governance guidelines on Board effectiveness. The governance guidelines cover aspects related to composition and role of the Board, Chairman and Directors, Board diversity, definition of independence, Directors’ term, retirement age and committees of the Board. It also covers aspects relating to nomination, appointment, induction and development of Directors, Director Remuneration, Code of Conduct, Board Effectiveness Review and mandates of Board committees.

Procedure for Nomination and Appointment of Directors

The Nomination and Remuneration (NRC) is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial conditions and compliance requirements.

NRC conducts a gap analysis to refresh the Board on a periodic basis, including each time a Director’s appointment or re-appointment is required. The Committee is also responsible for reviewing the profiles of potential candidates vis-à-vis the required competencies and meeting potential candidates, prior to making recommendations of their nomination to the Board. At the time of appointment, specific requirements for the position, including expert knowledge expected, is communicated to the appointee.

Policy on Directors’ Appointment and Remuneration Including criteria for determining Qualifications, Positive Attributes and Independence of a director

The Company has in place Remuneration Policy for the Directors, KMP and other employees pursuant to the provisions of the Act and the listing Regulations which is set out in Annexure I which forms part of the Board’ Report.

Meetings of the Board

The details of the number of meetings of the Board of Directors held during the Financial Year 2016-17 forms part of the Corporate Governance Report.

Employee Stock Option

The Company has not issued any Employee Stock Options during the period under review.

Directors’ Responsibility Statement

Based on framework of the internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, cost and secretarial auditors and external consultant(s) including audit of internal financial controls over financial reporting by the statutory and the reviews performed by Management and the relevant Board Committees, including the Audit & Risk Management Committee, the Board is of the Opinion that the Company’s internal financial controls were adequate and effective during the financial year 2016-17. Accordingly, pursuant to Section 134(5) of the Act, the Board of Directors, based on the representations received from the Operating Management and to the best of their knowledge and ability, confirms that:

a. In the preparation of the Annual accounts for the financial year ended March 31, 2017, the applicable accounting standards have been followed and that there are no material departures;

b. The Directors have, in selection of the accounting policies, consulted the Statutory Auditors and have applied their recommendations consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2017 and of the profit of the Company for the year ended on that date;

c. They have taken proper and sufficient care to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions the Act for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. They have prepared annual accounts on a ‘going concern basis.’

e. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f. Proper system has been devised to ensure compliance with provisions of all applicable laws and that such systems are adequate and operating effectively.

Contracts & Arrangements with Related Parties

All related party transactions entered into were on an arm’s length basis and in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations. Further, there were no transactions with related parties which qualify as material transactions under the Listing Regulations. The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on company’s website at the link http://www.seya.in/wpcontent/uploads/2011/06/Related-Party-Transactions-Policy-Seya.pdf

The details of the transactions with related parties are provided in the accompanying financial statements.

Corporate Social Responsibility (CSR)

The CSR committee has formulated and recommended to the Board, a CSR Policy indicating the activities to be undertaken by the Company as approved by the Board.

The CSR activities are being undertaken by your Company through various Implementing agency with area specific need and focus to reach out to marginalised and deprived section of the society and bridge the gap between the haves and have nots by promotion of building health, livelihood and education. The interventions of some implementing agency were spread across India. During FY 2016-17, your Company has spent Rs.30.75 Lacs on CSR activities, against the requirement of Rs.30.69 Lacs, being 2% of average of the net profits for

the preceding three years.

The Company’s overall CSR initiative focuses on the following sectors and issues:

- Poverty alleviation, livelihood enhancement and infrastructure support, including programs on agriculture growth animal husbandry development and promotion of social enterprises.

- Education and vocational skill development

- Environment sustainability by investing in bio-diversity, natural resource management, awareness and environment education, and mitigation of climate change impact.

- Health Care, nutrition, sanitation and safe drinking water.

- Women empowerment

- Responding to any disasters, depending upon where they occur and its ability to respond to meaningfully.

The CSR Policy is available on the Company’s website. The Annual Report on CSR activities is enclosed as Annexure - II

Material changes and commitments, if any, affecting the financial position of the Company

No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which this financial statement relate on the date of this report.

Significant and material orders

No significant and material Orders were passed by the Regulators / Courts / Tribunals, impacting the Company’s going concern status and future Operations.

Internal Financial Control

Internal Financial control systems of the Company are commensurate with its size and the nature of its operations, these have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable accounting standards and relevant status, safe guarding assets from unauthorised use, executing transactions with proper authorisation an ensuring compliance of corporate policies. The Company has well defined delegation of power with authority limits for approving revenue as well as expenditure, both capital and revenue. The Company uses an established ERP System to record day to day transaction for accounting and financial reporting.

The Company’s internal audit function monitors and assesses the adequacy and effectiveness of the internal financial control. The audit Committee deliberated with the members of management considered the systems as laid down and met the internal auditors and statutory auditors to ascertain, inter alia, their views on the internal financial control systems. The Audit Committee satisfied itself of the adequacy and effectiveness of the internal financial control system as laid down and kept the Board of Directors informed.

Auditors

Statutory Auditors

As per the provisions of Section 139 of the Act, read with the Companies (Audit and Auditors) Rules, 2014, the terms of office of M/s. Jagiwala and Co., Chartered Accountants, (firm Registration Number 131184W), as a Statutory Auditor of the Company will conclude from the close of the forth coming AGM of the Company. The Board of Directors places on record its appreciation for the services rendered by them as the Statutory Auditors of the Company. Subject to the approval of the members, the Board of Directors, of the Company has recommended the appointment of M/s. Anil Chauhan & Associates, Chartered Accountants, Mumbai (ICAI Firm Registration No. 140786W), as the Statutory Auditors of the Company pursuant to Section 139 of the Act.

The Company has received a written consent and certificate from M/s. Anil Chauhan & Associates, confirming that they satisfy the criteria provided under Section 141 of the Act and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed thereunder.

The Report given by M/s. Jagiwala and Co., Chartered Accountants, on the financial statement of the Company for FY 2016-17 is a part of the Annual Report. There has been no qualification or adverse remarks in their report.

Cost Auditors

The Board has appointed M/s. Hemant Shah & Associates, Cost Accountants as the Cost Auditor for the Financial Year 2016-17. M/s. Hemant Shah & Associates, have been appointed as Cost Auditor of the Company for the Financial Year 2017-18 and approval of members is being sought for ratification of their remuneration.

Secretarial auditor

In terms of Section 204 of the Act and Rules made there under, M/s. Dipali Kapadia & Associates, Practising Company Secretary have been appointed as Secretarial Auditor of the Company. The Report of the Secretarial Auditors is enclosed as Annexure - III to this report. With respect to remark on CFO your Board would like to inform that this is crucial position which requires proper due diligence before appointing anyone on this position. There has been a delay in appointing CFO. Interviews are in process and the Company shall appoint CFO very soon. At present, responsibility of CFO is carried out by the Managing Director of the Company.

Audit & Risk Management Committee

The Company has an Audit & Risk Management committee comprising Mr. Anand Taggarsi, Mr. Ashok G Rajani, and Ms. Kalpana Tirpude. The Board has accepted the recommendations made by the Audit & Risk Management Committee from time to time. Details about the meetings held during the year is provided in the Corporate Governance Report.

Risk Management

Risk management policy of the Company promotes a proactive approach in reporting, evaluating and resolving risks associated with the business. Mechanisms for identification and prioritisation of risks include risk survey, business risk environment scanning, and inputs from the Materiality Assessment Report and focused discussions in Risk Management workshops.

Identified risks are used as one of the key inputs for the development of strategy and business plan. The respective risk owner selects a series of actions to align risks with the Company’s risk appetite and risk tolerance levels to reduce the potential impact of the risk should it occur and/or to reduce the expected frequency of its occurrence.

Mitigation plans are finalised, owners are identified and progress of mitigation actions are monitored and reviewed. The risk assessment update is provided to the Audit & Risk Management Committee (ARMC) on periodical basis. ARMC is appointed by the Board and comprises Directors and executives from the Company and is chaired by an Independent Director. ARMC assists the Board of Directors in overseeing the Company’s risk management processes and controls.

Whistle Blower Policy and Vigil Mechanism

In accordance with the provisions of Section 177 (9) of the Act, and Regulation 22 of the Listing Regulations, your Company has a vigil mechanism which has been adopted in the form of Whistle Blower Policy. The policy has been formulated with a view to provide a mechanism for Directors and employees of the Company to report genuine concerns. The Whistle Blower Policy also provides for adequate safeguards against victimization of persons who use vigil mechanism and for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases. The Whistle Blower Policy is uploaded on the website of Company i.e. www.seya.in.

Share Registrar and Transfer Agents

The Company’s Registrar & Transfer agents for shares are M/s. Universal Capital Securities Private Limited (RTA). RTA is duly registered with SEBI. The contact details of RTA are mentioned in the Report of Corporate Governance.

Investors are requested to address their queries, if any, to RTA; however in case of difficulties, as always, they are welcome to contact the Company’s ‘Investor Services Department, the contact particulars of which are contained in the Report of Corporate Governance.

Consolidated Financial Statements

There being no subsidiaries and associates companies, disclosure requirements pursuant to Regulation 33 & 34 of the Listing Regulation are not applicable.

Subsidiaries / Joint Ventures / Associate Companies

As on March 31, 2017, the Company did not have any subsidiary, join venture or associate company. Since the Company doesn’t have any subsidiary, a policy on material subsidiary has not been formulated.

Particulars of Loans, Guarantees or Investments under Section

186 of the Companies Act, 2013, during FY 2016-17

During the period under review, the Company has not given any loans, guarantees or Made investments under Section 186 of the Companies Act, 2013

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The Particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed pursuant to the provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014, are provided in Annexure – IV to this Report.

Research and Development

The Company recognizes the need to have well equipped R & D Facilities to meet customer requirements and developing cutting edge products. Detailed report on Research and Development carried out by your Company is given as an Annexure IV of this report.

Human Resources Management

Your Company considers human resources as the main assets of the Company as it believes that Human resources play a very critical role in its growth. Your Company continuously focus on training requirements of its employee on a continuing basis. With a view to increase the productivity, the management periodically organises various training programmes and lectures which boosts and motives the employee to give their best to the organisation.

During the year under review, your Company’s industrial relations at all manufacturing and other locations have remained amicable. All these efforts are concentrated on attracting and retaining the best talent in the industry as people are at the centre of your Company’s growth.

Particulars of Employees

The Information required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 are given as Annexure V to this Report.

None of the Company’s Employees were covered by the disclosure requirement pursuant to the provisions of Section 197 of the Companies Act, 2013 read with Rules 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Statement of Company’s Affairs

The state of Company’s affairs is given under the heading ‘Five Magnificence Growth Years’ and various other headings in this Report and in the Management Discussion and Analysis Report annexed to the Directors’ Report.

Insurance

All the insurable interests of your Company including inventories, buildings, plant and machinery are adequately insured against risk of fire and other risks.

Environment, Health and Safety

Employee’s Health, Safety and Environmental protection are core business values within your Company. The Company’s Management believes that environment and safety of all its stakeholders including those who associated with the projects sites and manufacturing facilities is of prime importance. We believe that it’s our responsibility to protect its employees, property and environment in which it operates. As your Company deals in Chemicals, it has to make sure that the highest degree of safety measures is maintained in order to avoid any risk at the workplace. It strives towards excellence and aligns its growth path to make tomorrow safer, cleaner, greener and more sustainable. Your Company is committed to maintain its operations and workplace free from incidents and significant risk to the health and safety of its stakeholders through improved engineering practices, strong channels of communication, safety awareness, robust checking systems and sound training practices. Your Company has well-equipped Occupational Health Centres at all its manufacturing locations to monitor health of employees on regular basis. It also monitors employees for any indications of lifestyle or work-style related diseases and provides counselling. Your Company regularly monitors the occupational health of employees working in designated hazardous areas with respect to exposure to hazardous chemicals and processes.

The employees are continuously educated and trained to improve their awareness and skills. Environment, Health and Safety (EHS) targets assigned to each division to reduce resource consumption and are regularly monitored through an EHS scorecard which is reviewed at monthly business review meetings. All the manufacturing locations of your Company have a well-defined Environment Management System. It follows well mapped procedure in order to select projects, assess impacts on society and environment and mitigate any adverse impacts. EHS initiatives have been strengthened further due to formation of a core group for exchange of knowledge and standardising of systems and procedures. This core group also assess the Plants’ Safety and Environment protection improvement activities. Periodic audits were conducted by the core group to ensure compliance with the statutory requirements.

Special emphasis is given on resource conservation and process innovations to convert waste streams into saleable products and minimise use of water in processing. Your Company proactively fulfils the environmental requirements of customers by delivering products that match international standards. Your Company continues to focus on proper treatment of effluents and reduction of pollution as a part of its Green and ecofriendly initiatives. This has made your Company a safe and healthy place to work.

Your Company is signatory to the ‘Responsible Care’ initiatives and Responsible care logo holding organisation. Management System at all manufacturing plants and corporate office have been assessed and are equivalent to ISO 9001, ISO 14001 & OHSAS 18001. All raw materials and products within supply chain framework of your Company are transported in a secure manner, for the safety of its customers, carriers, suppliers, distributors and contractors. Your Company takes utmost care during transportation and ensures that it complies with all the regulations.

All safety statutory requirements like licenses, mock drills under emergency conditions and testing of manufacturing equipments etc. are being complied with. Requirements of environmental acts and regulations are complied with. Effluent treatment of waste streams and suppression of fugitive emissions through sprinklers is also carried out effectively. Massive tree plantation has been undertaken to improve the greenery all around the plant.

Green Initiatives

Electronic copies of the Annual Report and Notice of the General Meeting are sent to all the Members whose email addresses are registered with the Company for communication purposes. For members who have not registered their email addresses, physical copies of the Notice and Annual Report are sent in the permitted mode. Members requiring physical copies can send a request to the Company.

Prevention of Sexual Harassment at Workplace

The Company is conscious about gender diversity and promotes equal opportunity employment to have a work where employees hold their head high with dignity.

You Company has zero tolerance towards any act which may fall under the ambit of Sexual Harassment at work place and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at work place in line with the provisions of Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules.

The following is the summary of the Complaints received and disposed-off during the financial year 2016-17:

No. of Complaints received: NIL

No. of Complaints Disposed-off: NIL

Extract of the Annual Return

Pursuant to Section 92(3) of the Act and Rules 12(1) of the Companies (Management and Administration) Rules, 2014 extract of annual return in form MGT-9 is enclosed as Annexure VI to this Report.

General

The Notes forming part of the Accounts are self-explanatory or to the extent, necessary, have been dealt with in the preceding paragraphs, of the Report.

Future Outlook

Your Company endures to trek forward with robust growth and increase in Profitability tractioned by the newly introduced forward integrated products. The road ahead appears encouraging as your Company foresees several opportunities in the Indian chemicals space. Your Company is confident of its prospects as the focus of strategies and efforts of the last few years has been to diversify and strengthen the business model and allow your Company to further elevate the growth trajectory by strengthening all of the growth engines.

Buoyance by an Optimistic economic landscape in Speciality Chemicals, your Company is confident of delivering value-led growth through its customised Speciality Chemicals portfolio steered by customer acceptance resulting in increased volumes gearing increase capacity utilisation. Your Company will continue to accelerate its momentum given the relative stability in the global prices of crude oil, improved sentiment in both domestic and international markets and its foray into diversified speciality chemical segments further improving its operational efficiency along with cost reduction.

Specialty chemical industry is a knowledge driven industry. In India it has been growing rapidly at 1.2-1.3x of GDP growth rate. Domestic demand of specialty chemicals is expected to follow an accelerated growth path driven by the strong growth outlook for end use industries. This along with increased adoption of specialty chemicals and newer usages shall propel the growth further which is evident from the contribution of 99% of the said segment to the total revenue of the Company.

Acknowledgement

Your Directors wish to express their gratitude and appreciation to all of the Company’s employees at all its locations who through their competence, tremendous personal efforts as well as their collective dedication have contributed to the Company’s performance.

Your Directors acknowledge with sincere gratitude the co-operation and assistance extended by the Banks, Financial Institutions, Suppliers, Vendors, Customers and all the Central and State Government authorities and all other Business associates.

The Board also takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders.

For & on behalf of the Board of Directors

ASHOK G RAJANI

Chairman & Managing Director

Mumbai, August 26, 2017


Mar 31, 2015

Dear MeMberes,

We are delighted to present the 25th Annual Report and the Audited Financial statements for the financial Year Ended March 31, 2015 line and Top-line of the Company and shall make it achieve leading and dominant position globally for all its products.

Credit Rating

Credit Rating agencies have upgraded the ratings to BBB (triple B) ratings for the long term loan facilities availed by the company and A3 short-term facilities enjoyed by the Company.

Rs in LaKhs

Financial Results Change (%) Year Ended 31-Mar-15

Net Revenue 88.57 24,761.11

Income from non-operational activities (54.25) 70.30

Other Expenses 83.24 21,414.53

Profit / (Loss) before Interest, Depreciation, Tax & Amortization 113.86 3,416.88

Depreciation and Amortization 18.86 1,054.87

Finance Cost 710.54 991.05

Profit / (Loss) Before Tax 133.18 1,370.97

Tax (73.09) 67.90

Profit / (Loss) After Tax 288.27 1,303.07

Financial Results Year Ended 31-Mar-14

Net Revenue 13,130.89

Income from non-operational activities 153.66

Other Expenses 11,686.81

Profit / (Loss) before Interest, Depreciation, Tax & Amortization 1,597.74

Depreciation and Amortization 887.52

Finance Cost 122.27

Profit / (Loss) Before Tax 587.94

Tax 252.34

Profit / (Loss) After Tax 335.60

The Company has recorded highest performance in its history. This is mainly because of contribution of Company's newly introduced products in Fine & Speciality Chemicals intermediates segment which have contributed maximum to the total revenue of the Company. The Profit before Tax (before Interest & Un- allocable expenses) from this segment stood at Rs4,009 lakhs.

Though the economic environment was highly volatile with prices of crude falling to six-year low in F.Y. 2014-15, your Company has demonstrated highest performance in its history by achieving record growth in Revenue and Profit after Tax (PAT) of 88.57% and 288.27% respectively.

The Highlights of the Company's performance is as follows

* Revenue from Operation increased by 89% (YOY) to Rs 24,761.11 Lakhs

* Earnings(Profit) Before Interest, Depreciation, Tax & Amortisation (EBIDTA) increased by 114% (YOY) to Rs 3,416.88 Lakhs

* Profit before Tax was at Rs1,370.97 Lakhs whereas Profit after Tax was at Rs1,303.07 Lakhs, up 133.18% and 288.27% respectively (YOY).

Management Discussion and Analysis

As required under Clause 49 of the listing agreement Management Discussion and Analysis report during the period under review, is attached and form part of this report.

Dividend

Considering that it was the very first full year of commercial operations for the newly introduced forward integrated products in the Fine and Speciality Chemicals segment and immediate future Expansion and Development program of the Company, your Directors do not recommend any dividend and plan to retain the profit in Business.

Capacity Expansion, New Projects & Diversification

Your Company has embarked on its mission to be self-reliant for most of its Raw materials, Reduce Cost of Energy, Diversify into Specialised High Value & High Margin products, Value addition to By-Products by reusing the same for manufacturing of high margin products and expansion in capacity of its captive use products. This phase of expansion shall phoenix up the Bottom-

Reserves & Surplus

The Reserves, at the beginning of the year were Rs4,111 Lakhs and the Reserves at the end of the year are Rs 5,414Lakhs

Deposits

The Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013

IT Initiatives

The Company's Information Technology (IT) infrastructure is continuously reviewed and renewed in line with the development in technology and its requirements.

Directors and Key Managerial Personnel Directors

In Accordance with the provision of the Act and the Articles of Association of the Company, Mr. Asit Kumar Bhowmik is liable to retire by rotation and being eligible offered himself for reappointment.

Due to Mr. Virendra Singh Khurana's professional Commitments abroad, he had to resign from the office of the Independent Director. The Board acknowledges and appreciates the valuable contribution made by him during his tenure as Director of the Company.

Ms. Kalpana Nasikrao Tirpude is appointed by the Board of Directors on April 23, 2015 as an additional Director (Independent).

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Section 149(6) of the Act and Clause 49 of the Listing Agreement with the Stock Exchange. In the opinion of the Board, they fulfil the conditions of independence as specified in the Act, and the Rules framed there under and are independent of the management.

The brief resume and other details relating to the Director who is proposed to be appointed / re-appointed as required to be disclosed under clause 49 of the listing agreement is mentioned in the explanatory Statement annexed to the Notice of 25th Annual General Meeting.

Key Managerial Personnel (KMP)

During the year under review, the Company has designated Mr. Ashok G Rajani, Managing Director and Ms. Manisha Solanki, Company Secretary, as KMP as per the definition under Section 2 (51) and Section 203 of the Act.

Governance Guidelines

The Company has adopted governance guidelines on Board effectiveness. The governance guidelines cover aspects related to composition and role of the Board, Chairman and Directors, Board diversity, definition of independence, Directors' term, retirement age and committees of the Board. It also covers aspects relating to nomination, appointment, induction and development of Directors, Director Remuneration, Code of Conduct, Board Effectiveness Review and mandates of Board committees.

Performance evaluation of Board, its committees and of Director's

The Board recognise the Importance of reviewing and improving upon its performance. For this purpose they discuss the effectiveness of the functioning of the Chairman, Executive Directors, and other Directors and to agree ways in which performance can be further improved looking at the likely needs in future.

A structured questionnaire was prepared after taking into consideration, various aspect of the Board's functioning, composition of the Board and its committees, culture, execution and performance of specific duties, obligation and governance.

The Performance evaluation of the Chairman and Non- independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with evaluation process of Board.

Familiarization Programme for Independent Directors

The Company proactively keeps its Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industries.

The Details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company and related matters are put up on the website of the Company under the Investor section

Policy on Directors' Appointment and Remuneration Including criteria for determining Qualifications, Positive Attributes and Independence of a director

Based on the recommendation of Nomination and Remuneration Committee (NRC) the Board has adopted the nomination and remuneration policy for Directors, KMP and other employees. NRC has formulated the criteria for determining qualifications, positive attributes and independence of an Independent Director and also criteria for evaluation of Individual Directors and the Board / Committees. The Nomination and Remuneration policy is given by way of Annexure - I to this report

Meetings of the Board

The details of the number of meetings of the Board of Directors held during the Financial Year 2014-15 forms part of the Corporate Governance Report.

Employee Stock Option

The Company has not issued any Employee Stock Options during the period under review.

Directors' Responsibility Statement

Based on framework of the internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, cost and secretarial auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the Opinion that the Company's internal financial controls were adequate and effective during the financial year 2014-15. Accordingly, pursuant to Section 134 (5) of the Companies Act, 2013, the Board of Directors, based on the representations received from the Operating Management and to the best of their knowledge and ability, confirms that:

a. in the preparation of the Annual accounts for the financial year ended March 31, 2015, the applicable accounting standards have been followed and that there are no material departures;

b. they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied their recommendations consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date;

c. they have taken proper and sufficient care to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. they have prepared annual accounts on a 'going concern basis.'

e. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f. proper system has been devised to ensure compliance with provisions of all applicable laws and that such systems are adequate and operating effectively.

Contracts & Arrangements with Related Parties

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in ordinary course of business and on arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on company's website.

Promoter Group

As required by the Clause 35 of the listing Agreement entered into with Stock Exchanges, Your Company periodically discloses its promoter group and persons acting in concert in the shareholding pattern and other filings with the Stock exchanges.

Corporate Social Responsibility (CSR)

During any financial year preceding the FY 2014-15 the Company was not falling under any of the criteria which mandate the Company to comply with the Section 135 of the Companies Act, 2013 in FY 2014-15. However, the Company is required to comply with the provision from the financial year 2015-16.

Material changes and commitments, if any, affecting the financial position of the Company

No material changes and commitments affecting the financial Position of the Company occurred between the end of the financial year to which this financial statement relate on the date of this report.

Significant and material orders passed by the Regulators or Courts

During the year under review, no material Orders were passed by the Regulators / Courts / Tribunals, impacting the Company's going concern status and future Operations.

Auditors

Statutory Auditors

M/s. Jagiwala and Co., Chartered Accountants, Mumbai, Statutory Auditor of the Company, holds office till the conclusion of the ensuing Annual General Meeting and being eligible, are recommended for re-appointment on the terms and conditions recommended by the Audit and Risk management Committee to the Board of Directors. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/s. Jagiwala And Co. as the statutory auditors of the Company from the conclusion of forthcoming AGM till the conclusion of 26th AGM to examine and audit the accounts of the Company for the financial year 2015-16. The Auditor's report does not contain any qualification, reservation or adverse remark.

Cost Auditors

The Board has appointed M/s. Hemant Shah & Associates, Cost Accountants as the Cost Auditor for the Financial Year 2014-15. M/s. Hemant Shah & Associates, have been appointed as Cost Auditor of the Company for the Financial Year 2015-16 and approval of members is being sought for ratification of their remuneration.

Secretarial auditor

Section 204 of the Companies Act, 2013 inter alia requires every listed company to annex with its Board's report, a Secretarial Audit Report given by a Company Secretary in practice, in prescribed form.

The Board of Directors appointed Mr. Rakesh Sanghani, Practising Company Secretary as Secretarial Auditor to Conduct Secretarial Audit of the Company for the Financial Year 2014-15. Their Secretarial Audit report, is annexed to the Directors Report as Annexure - II.

Audit & Risk Management Committee

The Company has an Audit & Risk Management committee comprising Mr. Anand Taggarsi, Mr. Ashok G Rajani, and Ms. Kalpana Tirpude. Mr. Virendra Singh Khurana ceased to be the member of the Committee on January 5, 2015 due to his resignation as a Director of the Company. The Board has accepted the recommendations made by the Audit & Risk Management Committee from time to time.

Risk Management

Risk management policy of the Company promotes a proactive approach in reporting, evaluating and resolving risks associated with the business. Mechanisms for identification and prioritisation of risks include risk survey, business risk environment scanning, and inputs from the Materiality Assessment Report and focused discussions in Risk Management workshops.

Identified risks are used as one of the key inputs for the development of strategy and business plan. The respective risk owner selects a series of actions to align risks with the Com pany's risk appetite and risk tolerance levels to reduce the potential impact of the risk should it occur and/or to reduce the expected frequency of its occurrence.

Mitigation plans are finalised, owners are identified and progress of mitigation actions are monitored and reviewed. The risk assessment update is provided to the Audit & Risk Management Committee (ARMC) on periodical basis. ARMC is appointed by the Board and comprises Directors and executives from the Company and is chaired by an Independent Director. ARMC assists the Board of Directors in overseeing the Company's risk management processes and controls.

Internal Financial Control

Internal financial control systems of the Company are commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable accounting standards and relevant statutes, safeguarding assets from unauthorised use, executing transactions with proper authorisation and ensuring compliance of corporate policies. The Company has a well-defined delegation of authority limits for approving revenue as well as expenditures. Processes for formulating and reviewing annual and long term business plans have been laid down. The Company uses an established ERP system to record day to day transactions for accounting and financial reporting.

The Audit Committee deliberated with the members of the management, considered the systems as laid down and met the statutory auditors to ascertain, inter alia, their views on the internal financial control systems. The Audit Committee satisfied itself on the adequacy and effectiveness of the internal financial control system as laid down and kept the Board of Directors informed.

The Internal Financial Controls and its adequacy are included in the Management Discussion and Analysis, which forms part of this Report.

Vigil Mechanism

In accordance with the provisions of Section 177 (9) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, your Company has a vigil mechanism which has been adopted in the form of Whistle Blower Policy. The policy has been formulated with a view to provide a mechanism for Directors and employees of the Company to report genuine concerns. The Whistle Blower Policy also provides for adequate safeguards against victimization of persons who use vigil mechanism and for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases. The Whistle Blower Policy is uploaded on the website of your Company.

Share Registrar and Transfer Agents

The Company's Registrar & Transfer agents for shares are M/s. Universal Capital Securities Private Limited (RTA). RTA is duly registered with SEBI. The contact details of RTA are mentioned in the Report of Corporate Governance.

Investors are requested to address their queries, if any, to RTA; however in case of difficulties, as always, they are welcome to contact the Company's' Investor Services Department, the contact

particulars of which are contained in the Report of Corporate Governance.

Consolidated Financial Statements

There being no subsidiaries and associates companies, disclosure requirement pursuant to the provisions of Clause 32 of the Listing Agreement entered into with Stock Exchanges, is not applicable.

Subsidiaries / Joint Ventures / Associate Companies

As on March 31, 2015, the Company did not have any subsidiary, join venture or associate company. Since the Company doesn't have any subsidiary, a policy on material subsidiary has not been formulated.

Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013, during FY 2014-15

During the period under review, the Company has not given any loans, guarantees or Made investments under Section 186 of the Companies Act, 2013

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Information pursuant to Section 134 (3) (m) of the Companies act, 2013, relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo is given as Annexure III to this report

Research and Development

The Company recognizes the need to have well equipped R&D Facilities to meet customer requirements and developing cutting edge products. Detailed report on Research and Development carried out by your Companies given as an Annexure III of this report.

Human Resources Management

Your company considers human resources as the main assets of the Company. Your company continuously focus on training requirements of its employee on a continuing basis. With a view to increase the productivity, the management periodically organises various training programmes and lectures which boosts and motives the employee to give their best to the organisation.

Particulars of Employees

The Information required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 are given as Annexure IV to this Report.

None of the Company's Employees were covered by the disclosure requirement pursuant to the provisions of Section 197 of the Companies Act, 2013 read with Rules 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Corporate Governance

The Company is committed to maintain the highest standards of corporate governance & follow the corporate governance requirements set out by SEBI.

Pursuant to clause 49 of the listing agreement, the Report on Corporate Governance forms an integral part of this report. The requisite certificate from the Auditors of the Company certifying the compliance with the conditions of corporate Governance is attached to the Corporate Governance Report.

A declaration signed by the Managing Director in regards to the Compliance with the Code of Conduct by the Board Member and senior Management Personnel also forms part of the annual report.

Statement of Company's Affairs

The state of Company's affairs is given under the heading 'Seya at a Glance' and various other headings in this Report and in the Management Discussion and Analysis Report annexed to the Directors' Report.

Environment, Health and Safety

The Company's Management believes that environment and safety of all its stakeholders including those who associated with the projects sites and manufacturing facilities is of prime importance. We believe that it's our responsibility to protect its employees, property and environment in which it operates. As your Company deals in Chemicals, it has to make sure that the highest degree of safety measures is maintained in order to avoid any risk at the workplace.

The employees are continuously educated and trained to improve their awareness and skills. Environment, Health and Safety (EHS) targets assigned to each division to reduce resource consumption and are regularly monitored through an EHS scorecard which is reviewed at monthly business review meetings. EHS initiatives have been strengthened further due to formation of a core group for exchange of knowledge and standardising of systems and procedures. This core group also assess the Plants' Safety and Environment protection improvement activities. Periodic audits were conducted by the core group to ensure compliance with the statutory requirements.

All safety statutory requirements like licenses, mock drills under emergency conditions and testing of manufacturing equipments etc. are being complied with. Requirements of environmental acts and regulations are complied with. Effluent treatment of waste streams and suppression of fugitive emissions through sprinklers is also carried out effectively. Massive tree plantation has been undertaken to improve the greenery all around the plant.

Green Initiatives

Electronic copies of the Annual Report and Notice of the 25th Annual General Meeting are sent to all the Members whose email addresses are registered with the Company for communication purposes. For members who have not registered their email addresses, physical copies of the Notice and Annual Report are sent in the permitted mode. Members requiring physical copies can send a request to the Company.

Prevention of Sexual Harassment at Workplace

You company has zero tolerance towards any act which may fall under the ambit of Sexual Harassment at work place. Policy framed by the Company in this regards, provides for protection against sexual harassment of women at workplace and for prevention and redressal of such complaints.

The following is the summary of the Complaints received and disposed-off during the financial year 2014-15:

No. of Complaints received: NIL

No. of Complaints Disposed-off: NIL

Extract of the Annual Return

Pursuant to Section 92(3) and 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 the extract of Annual Return in prescribed Form No. MGT-9 is given as Annexure V to this report.

General

The Notes forming part of the Accounts are self explanatory or to the extent, necessary, have been dealt with in the preceding paragraphs, of the Report.

Future Outlook

Financial year 2014-15 has been a successful year for the Company. In the very first succeeding financial year of commissioning of its forward integrated products, the performance of the Company has increased considerably. Future of Fine and Specialty chemicals segment on domestic as well as International level is very bright.

Specialty chemical industry is a knowledge driven industry. In India it has been growing rapidly at 1.2-1.3x of GDP growth rate. Domestic demand of specialty chemicals is expected to follow an accelerated growth path. This demand is mostly driven by the strong growth outlook for end use industries. This along with increased adoption of specialty chemicals and newer usages can propel the growth further.

Looking at the present scenario and future outlook of Fine and Specialty Chemicals Industry, your director sees ample of opportunities, also it has started exploiting the said opportunities which is evident from the contribution of 91% of the said segment to the total revenue of the Company.

Acknowledgement

Your Directors wish to express their gratitude and appreciation to all of the Company's employees at all its locations who through their competence, tremendous personal efforts as well as their collective dedication have contributed to the Company's performance.

It is our strong belief that caring for our Business constituents has ensured our success in the past and will do so in future. Your Directors acknowledge with sincere gratitude the co-operation and assistance extended by the Banks, Suppliers, Vendors, Customers and all the Central and State Government authorities and all other Business associates.

The Board also takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders.

With your support and encouragement your Directors are confident that this journey of our success shall continue till infinity.

For & on behalf of the Board of Directors

ASHOK G RAJANI Chairman & Managing Director

Mumbai, August 14, 2015


Mar 31, 2014

DEAR SHAREHOLDERS,

The Directors have pleasure in presenting their 24th Annual report together with the Audited statement of accounts for the Year ended 2013-14.

THE YEAR IN RETROSPECT

in Lacs

Particulars Year ended Year ended March 31, 2014 March 31, 2013

Gross Revenue from operation 13,779.42 5,947.70

Excise Duty 633.26 507.55

net Revenue 13,146.16 5,440.15

Income from non-operational activities 131.06 29.88

Employee Benefits Expenses 139.10 118.94

Other Expenses 111,679.48 4,878.68

Finance Cost 122.27 5.58

Depreciation and Amortization 887.52 354.09

Profit / (Loss) Before Tax 587.94 224.54

Tax 252.34 42.82

Profit / (Loss) After Tax 335.60 181.72

Balance Transferred to Balance Sheet 335.60 181.72

Earning per Share (Rs.) 3.05 1.65

financial performance

Your Company is primarily engaged in manufacturing of Organic intermediates, Inorganic intermediates, Fine & Speciality Chemical intermediates, Pharmaceutical intermediates, Agrochemical Intermediates. On overall basis, for the year ended on March 31, 2014, we are very pleased to report that your Company has declared record financial performance.

Though the economic environment was volatile and uncertain in F.Y. 2013-14 the Company has demonstrated the highest performance in its history. It has achieved the record growth in profit after tax (PAT) of 84.67% which is highest PAT, the Company has ever achieved. The Company is now ready to achieve the new heights and shine with flying colors.

the highlights of the Company''s performance is as follows:

During the Financial Year (FY) your Company clocked the sales of Rs.13,718 Lakhs depicting an increase of 131.36% over previous year FY Rs.5,929 Lakhs. The net revenue for the period under review was increased to Rs.13,285 Lakhs as compared to last year of Rs.5,470 Lakhs showing a growth of 142.86%.

Profit Before Interest, Depreciation, Tax and amortization (PBIDTA) increased from Rs.584 Lakhs to Rs.1,598 Lakhs showing a growth of 173.49% Profit beforeTax (PBT) has shown an increase of 161.84% from Rs.224.54 Lakhs in FY 2012-13 to Rs.587.94 Lakhs in FY 2013-14.

The Company''s Profit after Tax (PAT) was increased by 84.67% to reach at the level of Rs.335.60 Lakhs in FY 2013-14 as compared to Rs.188.87 Lakhs in FY 2012-13.

Management Discussion and Analysis

As required under Clause 49 of the listing agreement, Management Discussion and Analysis report during the period under review, is attached and form part of this report.

FIXED DEPOSITS

During the period under review the Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

DIVIDEND

Considering future Expansion and Development program of the Company, your Directors do not recommend any dividend and propose to retain the profit in Business.

FINANCE

During the year under review, the Company has raised Rupee Term Loan from Banks on Long Term basis and Working Capital Loan from Banks on Short Term basis, both, for expansion and forward integration projects. All required details pertaining the said Loans are available in the Notes to the Financial Statements forming a part of this Annual Report.

CAPACITY EXPANSION & NEW PROJECTS

During the Year under review, your Company has successfully completed the forward integration project for establishing 3 (three) new products which will help the Company to penetrate further into the Speciality Chemicals Segments and have a dominant position in the Class of products, for which new facility has been set-up. Your Company shall now be in a position to place itself among the largest manufacturer in the world for the said new products. The new products shall supplement to phoenix up the Top and Bottom line of the Company.

INTERNAL CONTROL SYSTEMS

The Company has proper and adequate system of Internal Controls. This ensures that all assets are safeguarded and protected against loss from unauthorised use and disposition and those transactions are authorised, recorded and reported correctly.

An extensive program of Internal Audits and management reviews supplements the process of internal control. Properly documented policies, guidelines and procedures are laid down for this purpose. The internal control system has been designed to ensure that the financial and other records are reliable for preparing financialand other statements and maintaining accountability of assets.

The Company has also an Audit and Risk Management Committee comprising of Independent qualified directors who interact with statutory auditors, Internal Auditors, and Cost Auditors in dealing with the matters within the terms of reference. The Committee mainly deals with accounting matters, financial reporting and internal control. During the year under review the Audit & Risk Management Committee met 4 times.

AUDIT COMMITTEE RECOMMENDATION

During the year under review, there was no such recommendation of the Audit Committee which was not accepted by the Board. Hence the disclosure of the same is not required.

RISK MANAGEMENT SYSTEMS

Your Company follows a comprehensive system of Risk management and has adopted procedure for risk assessment and its minimisation. It ensures that all risks are timely defined and mitigated in accordance with the Risk Management process. The Audit Committee and Board periodically review the Risk Management process.

Companies ACT, 2013

During the current FY, the Companies Act, 1956 has been replaced by Companies Act, 2013 (the Act) and became applicable for every Company from April 1, 2014. Your Company has been regular in keeping pace with the fast changes that has become applicable and initiated necessary actions accordingly. Some of the important initiatives are as under:

a) Modification in terms of Audit Committee

b) Modification in terms of Nomination and Remuneration Committee

c) Modification in terms of Stakeholders Relationship Committee

d) Appointment of Secretarial Auditors

e) Setting up of Vigil mechanism

f) Identification of Related parties as per new Act

CONSOLIDATED FINANCIAL STATEMENTS

There being no subsidiaries, disclosure requirement pursuant to the provisions of Clause 32 of the Listing Agreement entered into with Stock Exchanges is not applicable.

INFORMATION TECHNOLOGY

The Company''s Information technology (IT) infrastructure is continuously reviewed and renewed in line with the developmentin Technology and its requirements. During the year, the Company has upgraded its servers and connected all Offices and Plant Locations via Leased Lines.

DIRECTORS

During the period under review there were four Directors on the Board of the Company. They are as follows:

Mr. Ashok G Rajani- Chairman & Managing Director

Mr. Asit Kumar Bhowmik-Director

Mr. Virendra Singh Khurana- Independent Director.

Mr. Ramnath Arora''s office became vacant due to his sad demise on March 4, 2014. The Board acknowledges his sincere services provided to the Company.

As per sec 149(4) of the Act, which came into effect from April 1, 2014, every listed public Company is required to have atleast 1/3rd of the total number of Directors as Independent Directors. The Company, in terms of the provisions of Clause 49 of the listing Agreement entered into with Stock Exchanges, already meets the said criteria. The Company has received declaration from the Independent Director of the Company confirming that they met the criteria of Independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the listing Agreement with the Stock Exchanges. Members are requested to refer to the Report on Corporate Governance for the experience, qualification and tenure of the Independent Director. In accordance with the provisions of the Act and Articles of Association of the Company, Mr. Asit Kumar Bhowmik retires by rotation at the ensuing Annual General Meeting of the Company, being eligible, offers himself for re-appointment.

The brief resumes and other details relating to the Director who is proposed to be re-appointed as required to be disclosed under Clause 49 of the Listing agreement, forms part of the Report on Corporate Governance.

Your Directors recommend the re-appointment of Mr. Asit Kumar Bhowmik at the ensuing Annual General Meeting.

RESERVES

The reserves, at the beginning of the year were ''3,775 Lakhs and the Reserves at the end of the year are ''4,111 Lakhs

PROMOTER GROUP

As required by the Clause 35 of the listing Agreement entered into with Stock Exchanges, your Company periodically discloses its promoter group and persons acting in concert in the shareholding pattern and other filings with the Stock exchanges.

RESEARCH AND DEVELOPMENT

The Company recognizes the need to have well equipped R&D Facilities to meet customer requirements and developing cutting edge products. Detailed report on Research and Development carried out by your Company is given as an annexure (form B) of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN Exchange EARNINGS AND 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 is annexed hereto as Annexure ''A'' and forms part of this Report.

PARTICULARS OF EMPLOYEE

None of the Company''s Employees were covered by the disclosure requirement pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 and rules framed there under, as amended.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges, Corporate Governance Report and Auditor''s Certificate regarding compliance of conditions of Corporate Governance are enclosed and form an integral part of Annualreport.

STATUTORY AUDITORS

M/s. Jagiwala and Co. (Formerly known as Jagiwala And Associates), Chartered Accountants, Mumbai, Statutory Auditor of the Company, holds office till the conclusion of the ensuing Annual General Meeting and being eligible, are recommended for re-appointment on the terms and conditions recommended by the Audit and Risk Committee to the Board of Directors. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed thereunder. It is proposed to appoint M/s. Jagiwala And Co. as the statutory auditors of the Company from the conclusion of forthcoming AGM till the conclusion of 25th AGM. The Company has received letters from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141 (3) (g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

AUDITOR''S REpORT

The observation of the Auditors in their Report, read with the relevant notes to the accounts for the year under review are self- explanatory and therefore do not require any further explanations.

COST AUDITORS

The Company had appointed M/s. Hemant Shah & Associates, Cost Accountants as Cost Auditors of the Company to audit the cost accounts related to the Company''s products for the 2012- 2013. By General Circular No. 8/2012 dated 10th May 2012 issued by the Ministry of Corporate Affairs, Government of India, it has been made mandatory for the Companies to file Cost Audit Reports from FY 2011-12 onwards in XBRL (Extensible Business Reporting Language) format. The due date for filing of the Cost Audit Reports for FY 2012-13 was 30th September, 2013. The Company has filed the Cost Audit Reports with the Ministry of Corporate Affairs within due date. Upon recommendation of the Audit and Risk Committee, the Board had appointed M/s. Hemant Shah & Associates, Cost Accountants as a Cost Auditor of the Company, in accordance with Section 148 of the Companies Act, 2013 for the Financial 2014-15. At the ensuing Annual General Meeting, their appointment and remuneration is proposed to be approved and ratified by shareholders. The Cost Auditors'' Report for the financial year 2013-14 will be forwarded to the Central Government in pursuance of the provisions of the Companies Act, 2013 or any enactment thereof.

SHARE REGISTRAR AND TRANSFER AGENTS

The Company''s Registrar & Transfer agents for shares are M/s. Universal Capital Securities Private Limited (RTA). RTA is duly registered with SEBI. The contact details of RTA are mentioned in the Report of Corporate Governance.

Investors are requested to address their queries, if any, to RTA; however in case of difficulties, as always, they are welcome to contact the Company''s'' Investor Services Department, the contact particulars of which are contained in the Report of Corporate Governance.

HUMAN RESOURCES MANAGEMENT

Your Company considers human resources as the main assets of the Company. Your Company continuously focus on training requirements of its employee on a continuing basis. With a view to increase the productivity, the management periodically organises various training programmes and lectures which boosts and motives the employee to give their best to the organisation.

ENVIRONMENT, HEALTH AND SAFETY

Your Company is giving utmost importance to safety, health and environmental related issues. The employees are continuously educated and trained to improve their awareness and skills. Environment, Health and Safety (EHS) targets assigned to each division to reduce resource consumption and are regularly monitored through an EHS score card which is reviewed at monthly business review meetings. Your Company''s continued efforts and improved awareness for EHS has helped your Company to reduce the number of accidents significantly. EHS initiatives have been strengthened further due to formation of a core group

for exchange of knowledge and standardising of systems and procedures. This core group also assess the Plants'' Safety and Environment protection improvement activities. Periodic audits were conducted by the core group to ensure compliance with the statutory requirements.

All safety statutory requirements like licenses, mock drills under emergency conditions and testing of manufacturing equipments etc. are being complied with. Requirements of environmental acts and regulations are complied with. Effluent treatment of waste streams and suppression of fugitive emissions through sprinklers is also carried out effectively. Massive tree plantation has been undertaken to improve the greenery all around the plant.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representations received from the Operating Management, confirm that:

i. In the preparation of the Annual accounts for the financial year ended March 31, 2014, the applicable accounting standards have been followed and that there are no material departures;

ii. they have in the selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently wherever mandated 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 viz., March 31, 2014 and of the profits of the Company for the year ended on that date;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis.

GREEN INITIATIVES

Electronic copies of the Annual Report and Notice of the 24th Annual General Meeting are sent to all the Members whose email addresses are registered with the Company for communication purposes. For members who have not registered their email addresses, physical copies of the Notice and Annual Report are sent in the permitted mode. Members requiring physical copies can send a request to the Company.

complaints relating to sexual harrasment

In terms of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act and Rules, 2013, it is mandatory to review status of sexual harassment related

complaints in the Annual Report. There were no incidents of sexual harassment reported in the Company. For protection against sexual harassment, your Company has formed an internal complaints committee, to which employees can write their complaints. The Company has a Prevention of Sexual Harassment Policy which has formalised a free and fair enquiry process for dealing with such issues, with clear timelines.

FUTURE oUTLooK

The Financial Year 2014 - 15 is expected to be another challenging year. Indications are that the global economy will grow as compared to the previous Financial Year. The domestic demand for Speciality Chemicals continues to be strong. However, the rising input costs on account of inflationary conditions coupled with the adverse foreign currency may keep the Operating Margins under pressure. To mitigate this, your Company aims to closely associate with its Customers and Suppliers complemented by increase Operational and Technical excellence, while pruning the costs. Research and Development will play a bigger role in improving the competitiveness through innovations. Prospects for other segments like Organic, Agrochemicals & Pharmaceuticals - Intermediates are bright. Barring any unforeseen circumstances, the current year''s prospects seem to be positive for further growth of your Company and scaling new heights.

acknowledgement

Your Directors wish to express their gratitude and appreciation to all of the Company''s employees at all its locations who through their competence, tremendous personal efforts as well as their collective dedication have contributed to the Company''s performance.

It is our strong belief that caring for our Business constituents has ensured our success in the past and will do so in future. Your Directors acknowledge with sincere gratitude the co-operation and assistance extended by the Banks, Financial Institutions, Suppliers, Vendors, Customers and all the Central and State Government authorities and all other Business associates.

The Board also takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders.

"Success should be the Journey and not the Goal".With your support and encouragement your Directors are confident that this journey of our success shall continue till infinity.

For and on behalf of the Board of Directors

Ashok G RAJANI Chairman & Managing Director Mumbai, August 14, 2014


Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting their report and statement of accounts for the Financial Year 2012-13.

THE YEAR IN RETROSPECT

Rs.In Lacs Financial Results Year ended Year ended March 31, 2013 March 31, 2012

Gross Revenue from Operation 5,929.21 3,039.26

Excise Duty 507.55 200.13

Net Revenue 5,421.66 2,839.14

Profit / (Loss) from Operation 809.67 377.03

Add: Income from non-operational activities 48.37 33.57

Less: Other Expenses 273.83 155.29

Less: Finance Cost 5.58 3.00

Profit / (Loss)before Depreciation, Amortization & Tax 578.63 252.31

Depreciation and Amortization 354.09 144.69

Profit / (Loss) Before Tax 224.54 107.62

Tax 42.82 20.03

Profit / (Loss) After Tax 181.73 87.59

Balance Transferred to Balance Sheet 181.73 87.59

FINANCIAL PERFORMANCE

The net revenue for the period under review was increased to ` 5,421.66 Lacs as compared to last year of ` 2,839.14 Lacs showing a growth of 90.96%. Profit before Depreciation, Amortization and Tax stood at ` 578.63 Lacs.

Profit before Tax stood at ` 224.54 Lacs as compared to ` 107.62 Lacs of last year and Profit after Tax was ` 181.73 Lacs as compared to ` 87.59 Lacs of last year showing a growth of 107.48%

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis report is attached and form part of this report.

DIVIDEND

Considering future Expansion and Development program of the Company, your Directors do not recommend any dividend and propose to retain the profit in Business.

DEPOSITS

The Company has not accepted any deposits from the public, and as such, there are no outstanding deposits in terms of Companies (Acceptance of Deposits) Rules, 1975.

DIRECTORS

As on March 31, 2013, there were Four Directors on the Board of the Company. They are as follows:

Mr. Ashok G Rajani - Chairman & Managing Director

Mr. Asit Kumar Bhowmik - Director

Mr. Ramnath Arora - Independent Director

Mr. Virendra Singh Khurana - Independent Director.

In accordance with the provisions of Companies Act, 1956 and Articles of Association of the Company, Mr. Asit Kumar Bhowmik retires by rotation at the ensuing Annual General Meeting of the Company, being eligible, offers himself for re- appointment.

The brief resumes and other details relating to the Director who is proposed to be re-appointed as required to be disclosed under Clause 49 of the Listing agreement, forms part of the Report on Corporate Governance.

Your Directors recommend the re-appointment of Mr. Asit Kumar Bhowmik at the ensuing Annual General Meeting.

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

Information required under Section 217 (I) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is attached and forms an integral part of this Report.

PARTICULARS OF EMPLOYEE

None of the Company''s Employees were covered by the disclosure requirement pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 and rules framed there under.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges, Corporate Governance Report and Auditor''s Certificate regarding compliance of conditions of Corporate Governance are enclosed and form an integral part of this report.

STATUTORY AUDITORS

M/s. Jagiwala And Associates, Chartered Accountants, Mumbai, Statutory Auditor of the Company, will retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment under Section 224 (1) of the Companies Act, 1956. Certificate have been received from them to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224 (1B) of the Companies Act, 1956, and your Directors recommend their re-appointment.

COST AUDITORS

In compliance with the provisions of Section 233B and Section 224 (IB) and other applicable provisions of the Companies Act, 1956 M/s. Hemant Shah & Associates, Cost Accountant have been appointed as a Cost Auditor of the Company and approval of Central Government is been received as on July 30, 2013.The due date for filing Cost Audit Report for the financial year 2012-13 is September 30, 2013.

HUMAN RESOURCES

People are considered to be one of the most valuable resources and the Company recognizes that working environment motivates employees to be productive, creative and innovative. Company strives to attract and recruit best talent for the current and future needs. The Company has taken necessary steps to upgrade the skills of present employees by conducting various in-house training programs and courses.

HEALTH, SAFETY AND ENVIRONMENT

Your Company is giving utmost importance to safety, health and environmental related issues. The employees are continuously educated and trained to improve their awareness and skills.

All safety statutory requirements like licenses, mock drills under emergency conditions and testing of manufacturing equipments etc. are being complied with. Requirements of environmental acts and regulations are complied with. Effluent treatment of waste streams and suppression of fugitive emissions through sprinklers is also carried out effectively. Massive tree plantation has been undertaken to improve the greenery all around the plant.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of Section 217(2AA) of the Companies Act, 1956 in preparation of Annual Accounts for the year ended on March 31, 2013 and hereby confirmed:- i. That in the preparation of the Accounts for the financial year ended March 31, 2013 the applicable accounting standards have been followed;

ii. That the Directors have followed proper accounting policies and applied them consistently and wherever mandated, have made judgments and estimates that were fair, 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 profits for that period;

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

iv. That the Directors have prepared the annual accounts on a going concern basis.

CASH FLOW STATEMENT

A Cash Flow statement for the year ended March 31, 2013 is attached with the Annual Audited Accounts of the Company.

AUDITOR''S QUALIFICATIONS

Auditor''s qualification stated in their Report on the accounts for the year under review is self-explanatory. Your Directors are taking necessary steps.

ACKNOWLEDGEMENT

The Board of Directors would like to place on record their gratitude for the excellent patronage received from Banks. Your Company continued to receive co-operation and generous support from Suppliers and others associated with the Company as trading partners.

Your Company has been able to operate efficiently because of the enthusiasm, total commitment, dedicated efforts of the executives and employees of the Company at all levels.

We are also deeply grateful for the continued confidence and faith reposed on us by the Shareholders, Depositors, Creditors, Customers and all the Government Authorities.

Your Directors look forward to the future with Confidence…….!!!!

For and on behalf of the Board of Directors

ASHOK G RAJANI

Chairman & Managing Director

Date: August 14, 2013

Place: Mumbai


Mar 31, 2011

Dear Members,

The Directors present their Twenty First Annual Report on the business and operation of the company together with the audited Statement of Accounts for the year ended 31st March, 2011.

PERFORMANCE OF THE COMPANY

The performance of the Company during the year 2010-2011as per audited accounts are summarized below:

(Rs. in lacs)

For the year For the year ended 31.3.2011 ended 31.3.2010

Turnover 2204.89 3.86

Other Income 1.79 4.68

Profit/(Loss) before Depreci -ation & Interest & before allo -cating capital expenses (434.32) (309.56)

Profit/(Loss) before tax 55.27 (309.56)

Profit/(Loss) after tax 45.02 (311.21)

Transfer to Capital Expenditure during construction period 907.55 311.21

Balance brought forward from previous year 1,447.87 1,447.87

Balance carried to Balance Sheet 1,492.89 1,447.87

BUSINESS OPERATIONS

The Directors of your Company are happy to announce that the commercial production of Chloro Benzene and Nitro Aromatics has started. These trial runs have` proved successful, and the plant has been lined out by removing the teething troubles. The civil construction as per our plans for saving of energy is nearing completion. Most of the equipments required for energy conservation, for which orders were placed and advance paid, have arrived and are being installed. Construction of plant building for forward integration downstream products is in progress. Some of the equipments for value-added downstream products have also arrived. Production on trial basis for our additional value added downstream products are also in progress and are being carried out on plant scale. In particular, following departments of the business of your company have recorded remarkable progress and are at a very advance stage:

1. Coal fired boiler installation to provide us with low cost steam and heat energy, as well as in house electrical energy;

2. Rationalization in raw material consumption has been implemented;

3. Downstream products project work is in progress; and

4. Your Company has also procured an additional plot of land of 74000 sq. metres, in close proximity to the existing plant in order to implement the above projects.

The products of the company have been well accepted in the domestic market. With new and modernized facilities and strict quality control procedures in force, the Management of the Company sees a bright future with respect to profitability once manufacture of all the products is commercially underway. The additional products being introduced will contribute not only to substantial savings in the purchase of raw materials, transport and other incidental costs, but are in themselves independent profit centers.

Your Directors are confident to start commercial operations of the value added downstream products in foreseeable future.

SHARE APPLICATION MONEY

During the year under review in addition to and in continuation of contribution of the long term funds provider, towards the assignment of the debts of the bank and financial institutions, in its favour, as per existing contract, additionally provided funds to the tune of Rs. 15126.17 lacs, as at 31st March 2011, towards the company's rationalization process, and accordingly the management of your Company had successfully negotiated with the fund provider to convert their entire contribution into equity shares of the Company. During the Annual General Meeting in September, 2010 some of the members/shareholders of the Company had requested that the shares to these funds providers be allotted at a premium instead of at par. The Management of your Company has successfully negotiated and has executed necessary contract based on which your company has agreed to allot 4,27,94,500 equity shares at a premium of Rs. 5/- per share and 5,12,17,600 equity shares at a premium of Rs. 7/- per share which at present will be treated as Application Money pending allotment and with due compliance of provisions of the Companies Act 1956 and Stock Exchanges, the conversion will take pace. After allotment the said shares will have pari passu rights with other shares of the Company. The said equity shares when allotted will be treated as consideration received in cash as per Circular no.8/32/(75) 77-CL-V,dated 13th March 1978 issued by the Company Law Board Department

DIRECTORS

Mr. V. S. Khurana retires by rotation in this Annual General Meeting and offers himself for reappointment as per the Articles of Association of the Company. The Company is also in receipt of necessary deposit for the said re-appointment and the said deposit will be refunded on re-appointment of Mr. V. S. Khurana. You are requested to re-appoint Mr. V. S. Khurana in the meeting.

During the year the Board of Directors was pleased to appoint Mr. A. K. Bhowmik as an Additional Director

THE COMPANIES (PARTICULARS OF EMPLOYEES) RULES, 1975

None of the Company's employees were covered by the disclosure requirement pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 and rules framed there under.

AUDITORS

M/s. Jagiwala and Associates, Chartered Accountants, Mumbai, Statutory Auditors of the Company, will retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment under Section 224(1) of the Companies Act, 1956 and your Directors recommend their reappointment.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has appropriate internal control systems for business processes, with regard to efficiency of operations, financial reporting and controls, compliance with applicable laws and regulations, etc. Clearly defined roles and responsibilities for all managerial positions have also been institutionalized. All operating parameters are monitored and controlled. Regular internal audits and checks ensure that responsibilities are executed effectively. The Audit Committee of the Board of Directors reviews the adequacy and effectiveness of internal control systems and suggests ways of further strengthening them, from time to time.

SAFETY, HEALTH AND ENVIRONMENT

Your Company is giving utmost importance to safety, health and environmental related issues. The employees are continuously educated and trained to improve their awareness and skills.

All safety statutory requirements like licenses, mock drills under emergency conditions and testing of manufacturing equipments etc. are being complied with. Requirements of environmental acts and regulations are complied with. Effluent treatment of waste products and suppression of fugitive emissions through sprinklers is also carried out effectively. Massive tree plantation has been undertaken to improve the greenery all around the plant.

HUMAN RESOURCES

Your Company considers human resource to be an important valuable asset for the organization and therefore, constantly strives to attract and recruit best talent for the current and future needs. The Company has taken necessary steps to upgrade the skills of present employees by conducting various in-house training programs and courses. Further measures for the safety of the employees are also adopted through training programs on safety and mock drills.

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

The information as required under Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed:- i. That in the preparation of the Accounts for the financial year ended 31st March,2011 the applicable accounting standards have been followed;

ii. That the Directors have followed proper accounting policies and applied them consistently and wherever mandated, have made judgments and estimates that were fair, reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2011 and of the capital expenditure of the Company for the year ended 31st March, 2011;

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

iv. That the Directors have prepared the accounts for the year ended 31st March, 2011 on a going concern basis.

REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT

DISCUSSIONS AND ANALYSIS

As required under the Listing Agreement with the Stock Exchanges, reports on "Corporate Governance" and "Management Discussions and Analysis" are attached and forms part of this Report.

CASH FLOW STATEMENT:

A Cash Flow statement for the year ended 31st March, 2011 is attached with the Annual Audited Accounts of the Company.

AUDITOR'S QUALIFICATIONS:

Auditor's qualification stated in their Report on the accounts for the year under review is self explanatory.

ACKNOWLEDGEMENT

The Board of Directors record their appreciation of the continued co-operation and support provided by Customers, Suppliers, Financial Institutions, Bank as also of the dedicated services rendered by the Employees. Continued confidence of the Shareholders remains an immense source of strength to the Company to embark upon its future plans.

PERSONNEL

The Board wishes to place on record its appreciation to all employees of the Company for their sustained effort in improving capacity utilization and operational efficiencies. Industrial relations during the year were by and large harmonious.

For and on behalf of the Board of Directors



Registered Office Ashok G Rajani T-14, MIDC Chairman and Managing Director Tarapur, Boisar, Thane 401506

August 27, 2011


Mar 31, 2010

The Directors present their Twentieth Annual Report on the business and operation of the company together with the audited Statement of Accounts for the year ended 31st March, 2010.

PERFORMANCE OF THE COMPANY

The performance of the Company during the year 2009-2010 as per audited accounts are summarized below :

(Rs. in lacs)

For the year For the year

Ended 31.3.2010 Ended 31.3.2009

Turnover 3.56 NIL

Other Income 4.48 NIL Profit/(Loss) before Depreciation & Interest (309.56) (86.07)

Profit/(Loss) before tax (309.56) (86.07)

Profit/(Loss) after tax (311.21) (86.07)

Transfer to Capital Expenditure pending allocation 311.21 86.07



BUSINESS OPERATIONS

The Directors of your Company are happy to announce that the enormous efforts of the past several years are finally showing perceivable results. The primary manufacturing operations of our highly improved products along with products for backward and forward integration are in their trial runs. These trial runs have proved very successful, and the plant has been lined out by removing the teething troubles. Orders for purchase of equipments have already been placed for both backward and forward integration. The civil construction as per our researched plans, for saving of energy is in progress. Production on trial basis for our additional value added downstream products are also in progress and are being carried out on plant scale. In particular, following departments of the business of your company have recorded remarkable progress and are at a very advance stage:

1. Coal fired boiler installation to provide us with low cost steam and heat energy, as well as in house electrical energy;

2. Expansion of capacity to manufacture existing products of the company to meet economies of scale has been installed;

3. Rationalization in raw material consumption has been implemented;

4. Downstream products project works have been identified, and their development and manufacture is now at a take-off stage;

5. The Consultants to. develop and expand production capacity of your Company for backward integration by developing raw materials required by the company are finalized through a detailed process of technical examination; and

6. Your Company has also procured an additional plot of land of 76000 sq. metres, in close proximity to the existing plant in order to implement the above projects.

All above factors have now streamlined the operations. The products of the company will have ready acceptability as shown in our research analysis, and with new and modernized facilities and strict quality control procedures in force, the Management of the Company sees a bright future with respect to their profitability once the manufacture of all the products is commercially underway. The additional products being introduced will contribute not only to substantial savings in the purchase of raw materials, transport and other incidental costs, but are in themselves independent profit-centers.

Your Directors are confident to start commercial operations in the foreseeable future.

SHARE APPLICATION MONEY

During the year under review in addition to and in continuation of contribution of the funds provider, as per existing contract, additionally provided funds to the tune of Rs. 13078.24 lacs towards the companys rationalization process, and accordingly the management of your Company successfully negotiated with the fund provider and converted their entire contribution into equity/preference shares of the Company. The Company has executed necessary contract based on which your company has agreed to allot equity/preference shares at par which at present will be treated as Application Money pending allotment and with due compliance of provisions of the Companies Act 1956 and Stock Exchanges. After allotment the said shares will have pari passu rights with other shares of the Company. The said equity shares when allotted will be treated as consideration received in cash as per Circular no.8/32/(75) 77-CL-V,dated 13th March 1978 issued by the Company Law Board Department

DIRECTORS

Shri R. N. Arora retires by rotation in this Annual General Meeting and offers himself for reappointment as per the Articles of Association of the Company. The Company is also in receipt of necessary deposit for the said re-appointment and the said deposit will be refunded on re-appointment of Shri R. N. Arora. You are requested to re-appoint Shri R. N. Arora in the meeting.

THE COMPANIES (PARTICULARS OF EMPLOYEES) RULES, 1975

None of the Companys employees were covered by the disclosure requirement pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 and rules framed thereunder.

AUDITORS

M/s. Jagiwala and Associates, Chartered Accountants, Mumbai, Statutory Auditors of the Company, will retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment under Section 224(1) of the Companies Act, 1956 and your Directors recommend their reappointment.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has a proper and adequate system of controls in order to ensure that all assets are safeguarded against loss from unauthorized use or disposal. All transactions are properly checked, verified, recorded and reported correctly.

Regular Internal Audit checks were not required to be carried Qut to ensure that the responsibilities are executed effectively and that proper and adequate systems are in place for which Management of the Company has been taking necessary steps on a continuing and constant basis, as per the working and requirements of the company.

SAFETY, HEALTH AND ENVIROMENT

Your Company is giving utmost importance to safety, health and environmental related issues. The employees are continuously educated and trained to improve their awareness and skills.

All safety statutory requirements like licenses, mock drills under emergency conditions and testing of manufacturing equipments etc. are being complied with.

Requirements of environmental acts and regulations are complied with.

Effluent treatment of waste products and suppression of fugitive emissions through sprinklers is also carried out effectively. Massive tree plantation has been undertaken to improve the greenery all around the plant.

HUMAN RESOURCES

Your Company considers human resource to be an important valuable asset for the organization and therefore, constantly strives to attract and recruit best talent for the current and future needs. The Company has taken necessary steps to upgrade the skills of present employees by conducting various in-house training programs and courses. Further measures for the safety of the employees are also adopted through training programs on safety and mock drills.

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

The information as required under Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:-

i. That in the preparation of the Accounts for the financial year ended 31st March,2010 the applicable accounting standards have been followed;

ii. That the Directors have followed proper accounting policies and applied them consistently and wherever mandated, have made judgments and estimates that were fair, reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and of the capital expenditure of the Company for the year ended 31st March, 2010;

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

iv. That the Directors have prepared the accounts for the year ended 31st March, 2010 on a going concern basis.

REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT

DISCUSSIONS AND ANALYSIS

As required under the Listing Agreement with the Stock Exchanges, reports on "Corporate Governance" and "Management Discussions and Analysis" are attached and forms part of this Report

CASH FLOW STATEMENT:

A Cash Flow statement for the year ended 31st March, 2010 is attached with the Annual Audited Accounts of the Company.

AUDITORS QUALIFICATIONS:

Auditors qualification stated in their Report on the accounts for the year under review is self explanatory.

ACKNOWLEDGEMENT

The Board of Directors record their appreciation of the continued co-operation and support provided by Customers, Suppliers, Financial Institutions, Bank as also of the dedicated services rendered by the Employees. Continued confidence of the Shareholders remains an immense source of strength to the Company to embark upon its future plans.

PERSONNEL

The Board wishes to place on record its appreciation to all employees of the Company for their sustained effort in improving capacity utilization and operational efficiencies. Industrial relations during the year were by and large harmonious.

For and on behalf of the Board of Directors

Ashok G Rajani

Chairman and Managing Director

Registered Office

T-14, MIDC

Boisar, Thane 401 506

August 12, 2010

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