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Directors Report of Shreyas Intermediates Ltd.

Mar 31, 2015

Dear Members,

The Directors submit herewith the Twenty Sixth Annual Report together with Audited statement of accounts for the period from 1/10/2014 to 31/03/2015.

FINANCIAL RESULTS:-

Amount in Rs. Lacs

Financial Results 6 month from 12 month from 1/10/2014 to 1/10/2013 to 31/03/2015 30-09-2014

Gross Income 4587.45 1363.12

Profit/(Loss) before Interest (487.69) (70.67) and Depreciation

Less-interest 1.23 906.15

Profit/(Loss) before Depreciation (488.92) (976.82)

Less-Depreciation 277.34 561.03

Profit/(Loss) before Tax (766.26) (1537.85)

Less-Provision for tax 104.66 0

Profit/ (loss)After Tax for the (870.92) (1537.85) year

Less-Exceptional/ Extraordinary 3193.29 0 Item

Balance brought forward 2531.69 (9430.80)

Profit available for Appropriation (8436.96) (10968.65)

DIVIDEND:

In view of the losses for the year, the directors of the company express their inability for any dividends on the equity shares.

REVIEW OF OPERATIONS:

As the net worth of the company has been eroded completely, the company is in the process of referring to BIFR as per The Sick Industrial Companies Act, 1985. A reference application under the act was made last year to BIFR (Board of Industrial Finance and Reconstruction), an apex body of SICA (The Sick Industrial Companies Act, 1985). The same was declined due to some technical issues and fresh reference was made to the BIFR. The notice was issued by the Secretariat for personal hearing on a date; however the notice was received after the hearing date. The company has represented its case and is awaiting further instruction from BIFR.

The directors are hopeful that the company will come out of current crisis and eventually come out from red on account of various cost reduction measures which are being implemented to improve productivity.

PRODUCTION AND PERFORMANCE

The Company was mainly challenged by the paucity of funds. The funds were drained out on account of Interest and repayments to banks and then the package given for rehabilitation also was not given by the Bankers. However with the loans now being assigned to the ARC the Company is hopeful that the operations will start.

MARKET

The demand for the product of the Company is moderate a because of the lowering of demand of the print media. However the Company has alternative plans to even produce the products at lower cost and survive in the market.

EXPORTS

Due to market conditions the exports are Nil.

LISTING

The Company's Equity Shares continue to be listed on the Stock Exchange, Mumbai (BSE). The Company has paid the requisite Annual Listing Fees for the years 2014-15 to the above Exchange. The Company's Shares continue to be regularly traded on the exchange.

COMPULSORY DEMATERIALISATION OF COMPANY'S SHARES

The Company's Equity Shares were compulsorily dematerialized and as such the Company's Shares continue to be traded in the electronic form as per the relevant SEBI guidelines.

DIRECTORS

Ms. Shruti D. Sharma was appointed as a Director w e f 30th May, 2015 as per the new regulation in terms of SEBI guidelines for appointment of woman director.

Ms. Snehlata Dinesh Sharma was appointed as a additional Director of the company w e f 31 st March, 2015 & tender her resignation from post of directorship w e f 30th May, 2015.

DISCLOSURES

The Company is in the process of appointing a suitable candidate for the post of Company Secretary at the affordable cost to the Company.

DIRECTORS'RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013 (erstwhile Section-217(2AA) of the Companies Act, 1956), with respect to Directors' Responsibility Statement is hereby confirmed:

1) That in the preparation of the accounts for the six months period ended 31 st March, 2015; the applicable accounting standards have been followed along with proper explanation relating to material departures.

2) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the year and of the loss of the Company for the year under review.

3) 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, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4) That the Directors have prepared the accounts for the year ended 31 st March, 2015, on a going concern basis.

5) Had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

6) Had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE

The Company has complied with the requirements of Corporate Governance, as applicable to the Company, during the period under report, as per the amended Listing Agreement with the Bombay Stock Exchange. The Report on Corporate Governance together with the Auditor's Report thereon, is annexed hereto in accordance with Clause 49 of the Listing Agreement with the Bombay Stock Exchange.

AUDITORS

M/s. Sayeed Khan & Associates, Chartered Accountants, the Statutory Auditors of the Company, hold office until the ensuing Annual General Meeting. The said Auditors have furnished the Certificate of their eligibility for re appointment. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed thereunder, the Audit Committee has proposed to appoint M/s. Sayeed Khan & Associates, Chartered Accountants, as Statutory Auditors of the Company from the conclusion of this Annual General Meeting for a period of 1 year, subject to the approval of shareholders and ratification of their appointment at every Annual General Meeting.

AUDITORS REPORT

i. Notes 24C (1) regarding Company being declared within the purview of the Sick Company's definition and the BIFR Regulations and the application with the board and other matters referred to there under.

- The company on observing erosion of net worth based on abstract as on 30 09.2014 filed a reference with the Board for Industrial and Financial Reconstruction (BIFR) under the provisions of the Sick Industrial Companies (Special Provisions) Act 1985. On dismissal of the reference by the Registrar, the company has filed an appeal before Secretary, BIFR. The company has received appeal hearing notice after due date of the hearing. The company has made suitable representation with request to relist the appeal for hearing. However the request the company is still pending for disposal by the secretary, BIFR.

ii. Notes 24 C (2) regarding Secured Loans from Financial Institutions and other matters as referred to there under.

- The Bank of Baroda has assigned their loan to Invent ARC SBI has also assigned their dues to Invent ARC on security receipt basis. The company has proposed to settle the dues of assignee of debts under scheme of settlement.

iii. During the year, the company has reduced the carrying cost of its Plant & Machinery by the quantum of interest and principal which had been capitalized by the Company. An additional amount which represents the value of Capital Repairs undertaken in respect of the said plant & machineries during the production trial run period has been reduced and reclassified under Other Non-Current Assets, pursuant to the advice of the technical evaluation team. Accordingly, during the year the cost of Plant & Machinery have been decreased to account for the above reduction of carrying cost of the plant as also Capital Repairs to bring the value of the Plant at its reasonable realistic value as per the technical evaluation team.

- The company has undertaken valuation of its Fixed Assets by a Registered Valuer and has also engaged a Technical Evaluation Team to value the same. In light of the advice of the technical evaluation team and valuer's opinion, the company has reduced the value of its plant & machinery by such sums including preoperative expenses and the capitalized interest on term loans which were never considered under the provisions of the Income tax act under its guiding principles.

COST RECORDS AND COST AUDIT

The cost audit is not applicable and the turnover is not falling within the specified limit. However Cost compliance audit report have been complied with.

Proper cost records as per sec 209 (1) (d) have been maintained.

EMPLOYEES

As on date, none of the employees of the company fall within the purview of the provision of the section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, and Companies (Particulars of Employees) Amendment Rules, 2011,

Relations between the management and its employees have been cordial. Your Directors place on record their appreciation of the efficient and loyal services rendered by the employees of the Company at all levels.

ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The information required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is appended hereto as Annexure 'A' and forms part of this Report.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation of the support received from the Company's Bankers and Shareholders and look forward to their continued support and goodwill.

BY ORDER OF THE BOARD For SHREYAS INTERMEDIATES LIMITED Place: Mumbai Date : 28th AUGUST, 2015 RAMCHANDRA GHANEKAR WHOLE TIME DIRECTOR


Sep 30, 2014

Dear Members,

The Directors submit herewith the Twenty Fifth Annual Report together with Audited statement of accounts for the year ended on 30/09/2014.

FINANCIAL RESULTS:-

Amount in Rupees (in Lacs)

Financial Results 2013-14 2012-13

Gross Income 1363.12 2398.65

Profit/(Loss) before Interest and Depreciation (70.67) (2965.19)

Less-lnterest 906.15 1218.97

Profit/(Loss) before Depreciation (976.82) (4184.16)

Less-Depreciation 561.03 562.78

Profit/(Loss) before Tax (1537.85) (4746.94)

Less-Provision for tax 0 -

Profit/ (loss) After Tax for the year (1537.85) (4746.94)

Less-Exceptional/ Extraordinary Item 0 2459.38

Balance brought forward (9533.88) (2329.96)

Profit available for Appropriation (11071.73) (9536.26)

DIVIDEND :

In view of the loss for the year, the directors of the company have not recommended any dividends on the equity shares.

REVIEW OF OPERATIONS

The Working capital remained a challenge for the Company. Having drained out practically all the working capital to the payment of interest and Installments to the banks, the Banks had taken the Company to the CDR Forum. The CDR forum approved the scheme of rehabilitation on 25th March, 2011. The Banks however refused to abide by the sanctioned scheme each claiming the other has not given the package. The whole exercise then became a still born exercise. The Bank of Baroda then decided to sell the loan asset of the Company. The loan asset then was then bought by One Time Settlement of all their dues by Invent Assets Securitization and Reconstruction P Ltd (hereinafter referred to as Invent)

The SBI also similarly auctioned their loan asset to Invent. The Company now in the process of settling all their dues with Invent ARC.

The directors are hopeful that the company would come out of red if Invent ARC lend a helping hand. The Demand for Company''s products continues to remain moderate and paucity of funds only hamper the activity. The Implementation of the strategic cost management initiatives has resulted in improving productivity significantly.

PRODUCTION AND PERFORMANCE

The Company was mainly challenged by the paucity of funds. The funds were drained out on account of Interest and repayments to banks and then the package given for rehabilitation also was not given by the Bankers. The bankers instead of implementing the package appropriated the moneys brought in by the promoters toward the rehabilitation package. However with the loans now being assigned to the ARC the Company is hopeful that the operations will start.

MARKET

The demand for the product of the Company has shrunk a bit because of the lowering of demand of the print media. However the Company has alternative plans to even produce the products at lower cost and survive in the market.

EXPORTS

There was however a set back to the brand ot the Company because of unsavory letters by the Banker to all our customers.

* The Company is a little challenged because of this letters. However it is hopeful to overcome the name it has earned and regain the niche in exports again over a little extended period of time.

LISTING

The Company''s Equity Shares continue to be listed on the Stock Exchange, Mumbai (BSE). The Company has paid the requisite Annual Listing Fees for the years 2013-14 to the above Exchange. The Company''s Shares continue to be regularly traded on the exchange.

COMPULSORY DEMATERIALISATION OF COMPANY''S SHARES

The Company''s Equity Shares were compulsorily dematerialized and as such the Company''s Shares continue to be traded in the electronic form as per the relevant SEBI guidelines.

DIRECTORS

Mr. Surya Prakash Pandey was appointed as an Additional Director on 10th March, 2014. Mr. Surya Prakash Pandey and Mr. Govind Krishna Sharma are being eligible for appointment as Independent Director. Mr. Govind Krishna Sharma was appointed as Director on 10.03.2014. Mr. Dinesh Sharma resigned from the directorship of the company on 14.03.2014 and Mrs. Neelam Arora resigned on 05.12.2013.

DISCLOSURES

Mr. Ajay K. Mehta resigned as the Company Secretary of the company on 31.07.2014 & Mr. Bhupendra Shah was appointed as the Company Secretary on 01.08.2014 in place of Mr. Ajay K Mehta, but he too resigned on 25.09.2014. The Company is the process of appointing a suitable candidate at the affordable cost to the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013 (erstwhile Section-217(2AA) of the Companies Act, 1956), with respect to Directors'' Responsibility Statement is hereby confirmed :

1) That in the preparation of the accounts for the financial year ended 30th September, 2014; the applicable accounting standards have been followed along with proper explanation relating to material departures.

2) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the year and of the loss of the Company for the year under review.

3) 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.

4) That the Directors have prepared the accounts for the year ended 30th September, 2014, on a going concern basis.

5) Had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

6) Had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE

The Company has complied with the requirements of Corporate Governance, as applicable to the Company, during the period under report, as per the amended Listing Agreement with the Bombay Stock Exchange. The Report on Corporate Governance together with the Auditor''s Report thereon, is annexed hereto in accordance with Clause 49 of the Listing Agreement with the Bombay Stock Exchange.

AUDITORS

VWs. Sav oed Khan 8. Associates. Chartered Accountants, the Statutory Auditors of the Company, hoid office unfit the ensuwff , Annual General Meeting. The said Auditors have furnished the Certificate of their eligibility for re-appointment. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed thereunder, the Audit Committee has proposed to appoint M/s. Sayeed Khan & Associates, Chartered Accountants, as Statutory Auditors of the Company from the conclusion of this Annual General Meeting for a period of 3 years, subject to the approval of shareholders and ratification of their appointment at every Annual General Meeting.

AUDITORS REPORT

The board representation in respect of the Observations made by the auditor in its Audit Report in enumerated herein below:

1. As regards the Application with the BIFR: The company had made the specific application in due time frame as per the relevant provision of the applicable statute with the Board of Industrial & Financial Restructuring, however the same application was declined by the relevant authority. The Board has initiated the relevant action in regards.

2. As regards the Secured Loans: The bankers have assigned their dues with regards to the company to Invent ARC. Bank of Baroda has taken a full payment against the assignment on OTs basis & SBI has assigned the dues on S.R. (Security Receipt) basis. The Company remains in the process of negotiation with Invent ARC after which it shall prefer derating the above loans which in the view of the board should stand substantially reduced.

3. As regards the Employees Retirement Benefits: The gratuity & retirement benefit liability is being paid by the company immediately upon its incurring in given period. The Company remains committed to value its employee''s benefits based upon Actuarial valuation basis, however there is no liability towards unpaid gratuity or leave encashment or other unpaid workmen dues as on date.

COST RECORDS AND COST AUDIT

The cost audit is not applicable and the turnover is not fall with in the specified limit. However Cost compliance audit report have been complied with. Proper cost records as per sec 209 (1)(d) have been maintained.

EMPLOYEES

As on date, none of the employees of the company fall within the purview of the provision of the section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, and Companies (Particulars of Employees) Amendment Rules, 2011, Relations between the management and its employees have been cordial. Your Directors place on record their appreciation of the efficient and loyal services rendered by the employees of the Company at all levels.

ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The information required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is appended hereto as Annexure ''A'' and forms part of this Report.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation of the support received from the Company''s Bankers and Shareholders and look forward to their continued support and goodwill.

BY ORDER OF THE BOARD For SHREYAS INTERMEDIATES LIMITED Place: Mumbai Date: 5th March, 2015 DIRECTOR


Sep 30, 2012

The Directors submit herewith the Twenty Third Annual Report together with Audited statement of accounts for the year ended on 30/09/2012.

FINANCIAL RESULTS Amount in Rupees (in Lacs)

Financial Results 2011-12 2010-11

Gross Income 12587.31 17748.14

Profit/(Loss) before Interest and Depreciation (561.18) 279.77

Less-Interest 1303.62 1206.40

Profit/(Loss) before Depreciation (1864.80) (926.63)

Less-Depreciation 576.53 575.91

Profit/(Loss) before Tax (2441.33) (1502.54)

Less-Provision for tax - -

Profit/ (loss) After Tax for the year (2441.33) (1502.54)

Less- Deferred Tax Adjustment - -

Balance brought forward 111.38 1613.92

Profit available for Appropriation (2329.96) 111.38

DIVIDEND

In view of the loss for the year, the directors of the company have not recommended any dividends on the equity shares.

REVIEW OF OPERATIONS

The Working capital remained a challenge for the Company. Having drained out practically all the working capital to the payment of interest and Installments to the banks, the Banks had taken the Company to the CDR Forum. The CDR forum approved the scheme of rehabilitation on 25th March, 2011. The Banks however are still in the process of trying to implement and are being pursued for implementation. Without the implementation the moratorium also has expired and the Banks have been demanding repayment without implementation of the scheme. The Company has taken the non implementation at proper for a and is trying to get what is legally due to it. In absence of the package and Banks not sticking to rule the running is a challenge and the Company has recorded a lower turnover of Rs. 12587.31 lacs as against the turnover of Rs 17748.14 lacs in the corresponding previous year. There was loss after tax of Rs. 2441.33 lacs as against loss after tax at Rs.1502.54lacs in the previous year. The directors are hopeful that the company would come out of red in if the bankers lend a helping hand. The Demand for Company''s products continues to remain moderate and paucity of funds only hamper the activity. The Implementation of the strategic cost management initiatives has resulted in improving productivity significantly.

PRODUCTION AND PERFORMANCE

The Company has produced Pigments to match international quality. The production achieved during the year was 4128 tons of Pigment. The Capacity utilization in this product was 12.90 %. However the Pigment capacity utilization was low on account of the paucity of funds which mainly have been deployed in the past for interest payment and Installment repayment to Banks when even the plant of the Company was not completed. The Company hopes to achieve decent capacity utilization if the funds are replenished.

MARKET

The demand for the product of the Company has shrunk a bit because of the lowering of demand of the print media. However the Company has alternative plans to even produce the products at lower est and survive in the market.

EXPORTS

The Company''s exports to counties in Europe, Latin America and the Asian Far East were aggregated to the value of Rs.2077.06 Lacs. There was however a set back to the brand of the Company because of unsavory letters by the Banker to certain customers. The Company is a little challenged because of this letters. However it is hopeful to overcome the name it has earned and regain the niche in exports again over a little extended period of time.

LISTING

The Company''s Equity Shares continue to be listed on the Stock Exchange, Mumbai (BSE). The Company has paid the requisite Annual Listing Fees for the years 2011-12 to the above Exchange. The Company''s Shares continue to be regularly traded on the exchange.

COMPULSORY DEMATERIALISATION OF COMPANY''S SHARES

The Company''s Equity Shares were compulsorily dematerialized and as such the Company''s Shares continue to be traded in the electronic form as per the relevant SEBI guidelines.

DIRECTORS

Mrs. Dinesh Sharma retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re-appointment.

During the year Mr. Brahmanand dabas has resigned as directors with effect from 19.04.12, the board appreciated the contribution made by him during his tenure as directors. Mr. Shankerlal Sharma was appointed on 07.04.12 & has resigned with effect from 31.07.12 for personal reasons. Mr. Govind Sharma was appointed as an additional on 07.04.12 to hold office up to the date of this Annual General Meeting.

DIRECTORS''RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies (Amendment) Act, 2000, with respect to Directors'' responsibility statement, it is hereby confirmed:

1) That in the preparation of the accounts for the financial year ended 30th September, 2012; the applicable accounting standards have been followed along with proper explanation relating to material departures.

2) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the period under review:

3) 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;

4) That the Directors have prepared the accounts for the financial year ended 30-09-2012 on a going concern basis.

CORPORATE GOVERNANCE

The Company has complied with the requirements of Corporate Governance, as applicable to the Company, during the period under report, as per the amended Listing Agreement with the Bombay Stock Exchange. The Report on Corporate Governance together with the Auditor''s Report thereon, is annexed hereto in accordance with Clause 49 of the Listing Agreement with the Bombay Stock Exchange.

AUDITORS

IWs. Sayeed Khan & Associates, Chartered Accountants, Mumbai, the Statutory Auditors of the Company, retire at ensuing Annual General Meeting and are eligible for re-appointment.

COST RECORDS AND COST AUDIT

Till the year 2011, cost records were made compulsory U/S Sec 209 (1)(d) of the companies Act, 1956 and no company specific cost audit was ordered in case of your company by the Central Government. Now in terms of the companies (Cost Accounting Records) rules 2011 and the companies (Cost Audit Report) rules, 2011 both dated 3rd June 2011. the company is liable to maintain cost records as well as will have to undertake independent cost audit from practicing Cost and Works Accountant. The company Is in the process of appointing required cost accountant for undertaking of the cost audit in due compliance ofthe aforesaid rules.

EMPLOYEES *

As on date, none of the employees of the company fall within the purview of the provision of the section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, and Companies (Particulars of Employees) Amendment Rules, 2011, Relations between the management and its employees have been cordial. Your Directors place on record their appreciation of the efficient and loyal services rendered by the employees of the Company at all levels.

ENERGY, TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE

The information required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies ( Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is appended hereto as Annexure ''A'' and forms part of this Report.

AUDITOR''S REPORT

1.Observation by the auditor at point no 2 (i)- The Company is following up with the appropriate authorities the non implementation of the CDR package. It is hopeful of showing to the authorities the relevant RBI guidelines to the bankers so that the scheme is implemented.

2.The trial run batches are non moving. These will be tried to be rectified or else dealt with appropriately.

3,The gratuity liability is being paid as and when it is arising. The Company has also asked for an actuarial help. However the lean position of the Company necessitates to be frugal with expenses.

There however are no unpaid gratuity or any unpaid workmen dues.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation of the support received from the Company''s Bankers and Shareholders and look forward to their continued support and goodwill.

By Order of the Board

for SHREYAS INTERMEDIATES LTD

Place : Mumbai DINESH SHARMA

Date: March 2nd, 2013 CHAIRMAN


Sep 30, 2011

The Directors submit herewith the Twenty Second Annual Report together with Audited statement of accounts for the year ended on 30/09/2011.

FINANCIAL RESULTS

Financial Results 2010-11 2009-10

Gross Income 17748.14 8683.24

Profit/(Loss) before Interest and Depreciation 279.77 917.97

Less-Interest 1206.40 1248.65

Profit/(Loss) before Depreciation (926.63) (330.68)

Less-Depreciation 575.91 466.32

Profit/(Loss) before Tax (1502.54) (797)

Less-Provision for tax

Profit/ (loss)After Tax for the year (1502.54) (797)

Less-Deferred Tax Adjustment

Balance brought forward 1613.92 2410.92

Profit available for Appropriation 111.38 1613.92

DIVIDEND

In view of the loss for the year, the directors of the company have not recommended any dividends on the equity shares.

REVIEW OF OPERATIONS

The year under review continued to be challenging one as the Company is struggling with the timely disbursement of moneys from the banks though the margin moneys from the promoters is long in place. The CDR has taken due note of the situation and has recommended the release of extra interest charged and also rate reduction in interest. However the package is still to be implemented in to to. The Company was prompt in payment of its commitment to the banks till June 2010. However the Banks disbursement could not come on time and the finances of the Company were compromised by repayment of the installments and interest on the new plant which could not be worked for want of working capital moneys from the banks.

The CDR has now made the position easy by deferring the instalments and deferring the interest. The pachakge however is still in the process of being implemented. The company has recorded a higher turnover of Rs.17748.14 lacs as against the turnover of Rs 8683.24 lacs in the corresponding previous year. There was loss after tax of Rs. 1502.54 lacs as against loss after tax at Rs. 797lacs in the previous year. The directors are hopeful that the company would come out of red in about 2 years. The Demand for Company's products continues to remain high. The Implementation of the strategic cost management initiatives has resulted in improving productivity significantly.

PRODUCTION AND PERFORMANCE

The Company has produced Pigments to match international quality. The production achieved during the year was 7055 tons of Pigment. The Capacity utilization in this product was approximately 30 %. However in the Pigment capacity utilization was low on account of the project not being complete dues to balancing equipments. The Company hopes to achieve full capacity utilization in the coming years as we are in the process of installing the balancing equipments.

MARKET

The global sub-prime crises in the financial markets in 2010-11 have impacted the manufacturing and sale of the Company's products substantially. The Company's products are gaining in demand on the green shoots of recovery in the developed economies and are positioned to address the new paradigm of demand and supply.

EXPORTS

The Company's exports to counties in Europe, Latin America and the Asian Far East were aggregated to the value of Rs.3507.95 Lacs. The Company expects to enhance exports to these countries and also explore the possibility of setting up manufacturing facilities by the process of Joint Ventures / Business Partnerships.

LISTING

The Company's Equity Shares continue to be listed on the Stock Exchange, Mumbai (BSE). The Company has paid the requisite Annual Listing Fees for the years 2010-11 to the above Exchange. The Company's Shares continue to be regularly traded on the exchange.

COMPULSORY DEMATERIALISATION OF COMPANY'S SHARES

The Company's Equity Shares were compulsorily dematerialized and as such the Company's Shares continue to be traded in the electronic form as per the relevant SEBI guidelines.

DIRECTORS

Mrs. Neelam Arora retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers herself for re-appointment.

During the year Mr. Om Prakash Bali & Mr. Gopal Krishna Sharma resigned as directors with effect from 05.04.11 & 18.10.10 respectively, the board appreciated the contribution made by them during their tenure as directors.

Mr. Ramchandra Dhondu Ghanekar was appointed as an additional & whole time director on for a period of 3 years w.e.f. 05.04.11.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies (Amendment) Act, 2000, with respect to Directors' responsibility statement, it is hereby confirmed:

1) That in the preparation of the accounts for the financial year ended 30th September, 2011; the applicable accounting standards have been followed along with proper explanation relating to material departures.

2) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the period under review:

3) 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;

4) That the Directors have prepared the accounts for the financial year ended 30-09-2011 on a going concern basis.

CORPORATE GOVERNANCE

The Company has complied with the requirements of Corporate Governance, as applicable to the Company, during the period under report, as per the amended Listing Agreement with the Bombay Stock Exchange. The Report on Corporate Governance together with the Auditor's Report thereon, is annexed hereto in accordance with Clause 49 of the Listing Agreement with the Bombay Stock Exchange.

AUDITORS

M/s. Sayeed Khan & Associates, Chartered Accountants, Mumbai, the Statutory Auditors of the Company, retire at ensuing Annual General Meeting and are eligible for re-appointment.

EMPLOYEES

The Ministry of Corporate Affairs has notified Companies (Particulars of Employees) Amendment Rules, 2011, wide GSR 289 (E) dated 31.03.2011 raising the limit of employee's salary to be disclosed in the Directors Report. The employee's salary limit has been raised from Rs. 24.00 lacs per Financial Year or Rs. 2.00 lacs per month to Rs. 60.00 lacs per Financial Year or Rs. 5.00 lacs per month. son date, none of the employees of the company fall within the purview of the provision of the section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, and Companies (Particulars of Employees) Amendment Rules, 2011, Relations between the management and its employees have been cordial. Your Directors place on record their appreciation of the efficient and loyal services rendered by the employees of the Company at all levels.

ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The information required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies ( Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is appended hereto as Annexure 'A' and forms part of this Report.

AUDITOR'S REPORT

The observation made by the auditors in their report do not require any comment as the same are either self- explanatory or have been fully explained in the notes attached to the accounts.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation of the support received from the Company's Bankers and Shareholders and look forward to their continued support and goodwill.

By Order of the Board

for SHREYAS INTERMEDIATES LTD

Place :Mumbai

DINESH SHARMA

Date : February 21st, 2012 CHAIRMAN


Sep 30, 2010

The Directors submit herewith the Twenty First Annual Report together with Audited statement of accounts for the year ended on 30/09/2010.

FINANCIAL RESULTS

Financial Results 2009-2010 2008-2009

Gross Income 8683.24 11100.40

Profit/(Loss) before Interest and Depreciation 917.97 1576.34

Less-Interest 1248.65 1076.88

Profit/(Loss) before Depreciation (330.68) 499.46

Less-Depreciation 466.32 410.64

Profit/(Loss) before Tax (797) 88.82

Less-Provision for tax - 2.20

Profit/ (loss)After Tax for the year (797) 86.62

Less-Deferred Tax Adjustment - 3.15

Balance brought forward 2410.92 2327.45

Profit available for Appropriation 1613.92 2410.92

DIVIDEND

¦ In view of the loss for the year, the directors of the company have not recommended any dividends on the equity shares.

REVIEW OF OPERATIONS

The year under review continued to be a challenging one due to the inflammatory crude oil prices dampening the world economy. The company has recorded a lower turnover of Rs.8,683.24 lacs as against the turnover of Rs 11,100.40 lacs in the corresponding previous year. There was loss after tax of Rs.797 lacs as against Profit after tax at Rs.86.62 lacs in the previous year. The project could not operate at full capacity due to paucity of funds. The funds were made available in March, 2009 by the Banks but could not be disbursed timely. The Company continued making payments of installments and interest till March/June 2010 and thus the financial liquidity was severely affected which negatively impacted the overall Companys operations. However, the banking institutions namely State Bank of India and Bank of Baroda have been considerate and have taken a very liberal stance with respect to our Companys situation and have initiated a process of resetting the interest rates and the repayment. The same are being worked out at a reasonable level of 9% per annum instead of 16/19% per annum being charged in this accounting year. The directors remain fairly confident that with the support advanced by the banking institutions and the prevailing industrial uptrend the company will be able to attain full operational capacity during the current year. The Pigment industry is witnessing a massive domestic as well as global demand which is expected to consolidate and firm up in the forthcoming years. The Company remains committed to implementing strategic cost management techniques which shall result in increased productivity..

PRODUCTION AND PERFORMANCE

The Company has produced Pigments to match international quality. The production achieved during the year was 4008 tons of Pigment. The Capacity utilization in this product was 11.13%. However in the Pigment capacity - utilization was low on account of the project not being complete dues to balancing equipments. The Company hopes to achieve full capacity utilization in the coming years as we are in the process of installing the balancing equipments and also correcting the financial imbalance in the structure.

MARKET

The global sub-prime crisis in the financial markets in 2009-2010 has impacted the manufacturing and sale of the Companys products substantially. The Companys products are gaining in demand on the green shoots of recovery in the developed economies and are positioned to address the new paradigm of demand and supply.

EXPORTS

The Companys exports to counties in Europe, Latin America and the Asian Far East were aggregated to the value of Rs. 1958.94 Lacs. The Company expects to enhance exports to these countries and also explore the possibility of setting up manufacturing facilities by the process of Joint Ventures/ Business Partnerships.

CHANGE IN THE REGISTERED OFFICE OF THE COMPANY

The company has shifted its registered office at the companys factory situated at Plots Nos. D-21, D-22 and D-23, MIDC Industrial Estate, Lote Parshuram, Taluka Khed, District Ratnagiri, -415722 within the same state but the jurisdiction of Registrar of Companies has undergone changes from Mumbai to Pune, the necessary permission/approvals have been obtained from various authorities in order to complete the formalities for the said change.

LISTING

The Companys Equity Shares continue to be listed on the Stock Exchange, Mumbai (BSE). The Company has paid the requisite Annual Listing Fees for the years 2009-10 to the above Exchange. The Companys Shares continue to be regularly traded on the exchange.

COMPULSORY DEMATERIAUSATION OF COMPANYS SHARES

The Companys Equity Shares were compulsorily dematerialized and as such the Companys Shares continue to be traded in the electronic form as per the relevant SEBI guidelines.

DIRECTORS

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

During the year Mr. Govind Krishna Sharma resigned as director with effect from 21.06.10, the board appreciated the contribution made by him during his tenure as whole time director.

Mr. Gopal Krishna Sharma appointed in casual vacancy caused by resignation of Mr. Govind Krishna Sharma on 25.06.10.Thereafter he has ceased to be a directorwitheffectfrom18.10.10for personal reasons.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies (Amendment) Act, 2000, with respect to Directors responsibility statement, it is hereby confirmed:

1) That in the preparation of the accounts for the financial year ended 30th September, 2010; the applicable accounting standards have been followed alongwith proper explanation relating to material departures.

2) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the period under review:

3) 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;

4) That the Directors have prepared the accounts for the financial year ended 30-09-2010 on a going concern basis.

CORPORATE GOVERNANCE

The Company has complied with the requirements of Corporate Governance, as applicable to the Company, during the period under report, as per the amended Listing Agreement with the Bombay Stock Exchange. The Report on Corporate Governance together with the Auditors.Report thereon, is annexed hereto in accordance with Clause 49 of the Listing Agreement with the Bombay Stock Exchange.

AUDITORS

M/s. Sayeed Khan & Associates, Chartered Accountants, Mumbai, the Statutory Auditors of the Company, retire at ensuing Annual General Meeting and are eligible for re-appointment.

EMPLOYEES

Relations between the management and its employees have been cordial. Your Directors place on record their appreciation of the efficient and loyal services rendered by the employees of the Company at all levels.

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, regarding employees is given in Annexure B to the Report.

ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The information required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies ( Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is appended hereto as Annexure B and forms part of this Report.

AUDITORS REPORT

The observation made by the auditors in their report do not require any comment as the same are either self- explanatory or have been fully explained in the notes attached to the accounts.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation of the support received from the Companys Bankers and Shareholders and look forward to their continued support and goodwill.

By Order of the Board for SHREYAS INTERMEDIATES LTD

Place:Mumbai DINESH SHARMA

Date :February 26th, 2011 CHAIRMAN


Sep 30, 2009

The Directors have pleasure in presenting their 20th Annual Report and the audited accounts for the financial year ended on 30th September 2009.

FINANCIAL RESULTS 2008-2009 2007-2008 (Rs.in Lacs) (Rs.in Lacs)

Gross Income 11,100.40 13061.01

Profit before Interest And Depreciation Less: Interest 1576.34 1215.07 1076.88 699.58

Profit before Depreciation Less Depreciation 499.46 515.49 410.64 348.69

Profit Before Tax Less: Provision for tax 88.82 166.80 2.20 2.12

Profit After Tax for the year Less.: 86.62 164.68 Deffered Tax Adjustment Balance 3.15 9.85 brought forward 2327.45 2172.62

Profit available for Appropriation 2410.92 2327.45

DIVIDEND

Your Directors propose to retain the profits of the Company for the internal use and therefore do not recommend payment of Dividend during the year.

REVIEW OF OPERATIONS

The year under review continued to be a challenging one due to the inflammatory crude oil prices dampening the world economy. However, notwithstanding this trend, during the year, the Company has been able to continue the turnover at the same level as compared to the previous year on an annualized basis; however, the profit for the year registered a decline of about 47 % on an annualized basis. The Demand for Companys products continues resulting in increased sales volumes. The Implementation of the strategic cost management initiatives has resulted in improving productivity significantly.

PRODUCTION AND PERFORMANCE

The Company has produced Pigments to match international quality. The production achieved during the year was 5883 tons of Pigment. The Capacity utilization in this product was 16.25 %. However in the Pigment capacity utilization was low on account of the project not being complete dues to balancing equipments. The Company hopes to achieve full capacity utilization in the coming years as we are in the process of installing the balancing equipments.

MARKET

The global sub-prime crises in the financial markets in 2008-2009 have impacted the manufacturing and sale of the Companys products substantially. The Companys products are gaining in demand on the green shoots of recovery in the developed economies and are positioned to address the new paradigm of demand and supply.

EXPORTS

The Companys exports to counties in Europe, Latin America and the Asian Far East were aggregated to the value of Rs.2514.00 Lacs. The Company expects to enhance exports to these countries and also explore the possibility of setting up manufacturing facilities by the process of Joint Ventures/ Business Partnerships.

LISTING

The Companys Equity Shares continue to be listed on the Stock Exchange, Mumbai (BSE). The Company has paid the requisite Annual Listing Fees for the years 2007-08 and 2008-09, to the above Exchange. The Companys Shares continue to be regularly traded on the exchange.

COMPULSORY DEMATERIALISATION OF COMPANrS SHARES

The Companys Equity Shares were compulsorily Dematerialized and as such the Companys Shares continue to be traded in the electronic form as per the relevant SEBI guidelines.

DIRECTORS

Mr. B.N. Dabas retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himseif for re-appointment.

DIRECTORSRESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217 (2AA), your Directors confirm:

a) that in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed.

b) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the State of affairs of the Company as on 30th September 2009, and of the profit of the Company for the said fifteen month period ended 30th September 2009.

c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) that The Directors have prepared the annual accounts on the going concern basis.

CORPORATEGOVERNANCE

The Company has complied with the requirements of Corporate Governance, as applicable to the Company, during the period under report, as per the amended Listing Agreement with the Bombay Stock Exchange. The Report on Corporate Governance together with the Auditors Report thereon, is annexed hereto in accordance vflth Clause 49 of the Listing Agreement with the Bombay Stock Exchange.

AUDITORS

M/s. Sayeed Khan & Associates, Chartered Accountants, Mumbai, the Statutory Auditors of the Company, retire at ensuing Annual General Meeting and are eligible for re-appointment.

EMPLOYEES

Relations between the management and its employees have been cordial. Your Directors place on record their appreciation of the efficient and loyal services rendered by the employees of the Company at all levels.

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, regarding employees is given in Annexure B to the Report.

ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The information required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies ( Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is appended hereto as Annexure A and forms part of this Report.

AUDITORS REPORT

The observation made by the auditors in their report do not require any comment as the same are either self- explanatory or have been fully explained in the notes attached to the accounts.

ACKNOWLEDGEMENT

Your Directors plaice on record their appreciation of the support received from the Companys Bankers and Shareholders and look forward to their continued support and goodwill.

By Order of the Board

for SHREYAS INTERMEDIATES LTD

DINESH SHARMA CHAIRMAN

Mumbai

Date: 31st December, 2009