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Directors Report of Sunshield Chemicals Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to submit their 28th Annual Report and Audited Accounts for the year ended 31st March 2015:

1. OVERVIEWOF FINANCIAL RESULTS

Highlights of Company's performance during the financial year 2014-15, is as under:

(Rs. In Lac)

2014-15 2013-14

Export Sales 6509 7786

Domestic Sales 5346 5547

(Net of Excise Duty)

Other Operating Income 45 32

Revenue from Operations 11900 13365

Other Income 69 38

Total Income 11969 13403

Less :

Materials Consumed 8627 9594

Employees Remuneration 629 499 & Benefits Manufacturing,

Administrative, Selling &

Other Expenses 2428 2184

Total Expenses 11685 12277

Operating Profit (EBITDA) 285 1126

Less: Finance Cost 349 357

Profit Before Tax & Depreciation (Cash Profit) (64) 769

Less: Depreciation 327 230

Net Profit Before Tax (391) 539

Less: Tax Provision (73) 579

Net Loss after Tax (318) (40)

2. MAJOR PLANT SHUDOWN: For long-term sustainable site in India at Solvay Global Standards

A major Plant Shutdown was undertaken for upgradation of plantfora period of 103 days beginning with 15th December 2014 and ending on 28th March 2015.

During the shutdown period, the Company had taken up major CAPEX Plan of Rs. 40.17 crores - a rise of about 113% from Rs. 36.71 crores in 2013-14 to Rs. 78.31 crores in 2014-15.

In view of the above, performance of current year could not see an upward trend compared to previous year.

However, the upgradation after the Shutdown has achieved the following long-term strengths:

- Solvay Global Standards of Safety with respect to storage and handling of Ethylene Oxide and other related products.

- Higher capacity of Electrical Transformer makes the site further expandable.

- Change from Manual Control System to Distributed Control System - Automation.

- Higher storage capacity of Ethylene Oxide Condensates (EOC) products.

- Improved quality control and development laboratories.

3. DIVIDEND

In view of losses, the Board of Directors does not recommend any dividend for the year ended 31st March 2015.

4. SHARECAPITAL

The paid up Equity Share Capital as on 31st March, 2015 was Rs. 7.35 Crores. During the year under review, the Company has not issued newshares.

5. MANAGEMENT'S DISCUSSION AND ANALYSIS : F.Y. 2014-2015

(Pursuant to Clause 49 of the Listing Agreement with BSE Limited)

The Company is operating only in one Segment, namely 'Specialty Chemicals'.

I. Industry Structure & Development :-

Your Company manufactures a wide range of specially formulated and customized products for various Industrial applications. Company's customers are well recognized and located not only in India but all over the World especially in the America, Europe, and Far- East.

Our customers represent a wide range of Industries such as Wire Insulation Enamel, PVC stabilizers, Inks, Colours, Coatings, Textiles, Agro Chemicals, Polymers, Plastics, Rubber, Latex, Tyre and tubes, Conveyor belts, Lubricants, Additives, Home care, Cosmetic, soaps detergents, Fertilizers and many more.

Customers are always expanding and they want to up- grade their products and all these improvements need Company's R&D and niche formulation and application knowledge & experience. Solvay represents this worldwide knowledge base in specialty chemicals supporting the Sunshield team.

Company's main products belongto:

a. Specialty Surfactant applications, which are predominantly Ethylene Oxide (EO) based products. The technologies developed involve surfactants, Esters, Amides, and other complementary processes.

b. Specialty Anti-Oxidants for Lubricants, Polymers, Rubber, Tyre & Latex and other Industries involvingAminic& Phenolic technologies and

c. Other Non-EO technologies & customized blends for various applications.

A number of Surfactants and specialty chemicals formulated by the Company depend on EO, which is currently commercially produced and sold in India by only one Supplier. However the supplier has 3 independent production sites viz., at Nagothane, Baroda and Dahej. This multi-location option, gives a reasonable dependability of EO supplies for the Company. Managing logistics of EO procurement is a key factor of operations.

In recent upgradation at our factory, the storage capacity of EO is increased by over 40%. In addition, the site has been upgraded to Solvay global standards of Environment, Health, safety and efficiency.

Solvay is actively involved in planning and implementing the current CAPEX through its worldwide professional teams for Products and Project development. The Company now has its Rasal production site upgraded to Solvay standards of safety and efficiency for a multi-product niche specialty product range.

II. Operating and Financial Performance of the Company

(Rs. In Lacs)

F.Y. F.Y. 2014-2015 2013-2014

i) Exports 6509 7786

ii) Domestic 6077 6128

iii) Processing Charges 107 111

iv) Other Operating Income 45 32

Gross Sales 12738 14057

Less: Excise Duty 838 692

Net Sales 11900 13365

Net Loss after Tax (318) (40)

The Sales in Value terms went down by 11%. Export Sales went down by 16% from Rs. 7786 Lacs to Rs. 6509 Lacs and domestic Sales went down by 1%from Rs. 6128 Lacs in 2013-14 to Rs. 6077 Lacs in 2014-15.

EBIDTA was down by 75% atRs. 285 Lacs in the year 2014-15 against EBIDTA ofRs. 1126 Lacs in the previous year.

Finance Cost came down from Rs. 357 Lacs in 2013-14 to Rs. 349 Lacs in 2014-15, a drop of 2% over that of previous year.

Cash profit (Profit before Tax & Depreciation) went down by 108% from Rs. 769 Lacs in the year 2013-14 to loss ofRs. 64 Lacs in the year 2014-15.

The above adverse performance is mainly on account of major shutdown of 103 days as detailed earlier.

III. Outlook

The Company's products continue to be well received by World's leading users of specialty chemicals for a diverse range of industrial applications. The Company has been recognized as a reputable and dependable supplier to many Indian and global consumers of specialty productsdeveloped in-house.

Now that Sunshield is a Solvay group Company with access to management, goodwill and global customer base, it is accepted as efficient and dependable global supplier and provides service worldwide.

With the implementation of Capex plan of Rs. 40.17 crores during 2014-15, the Company has a very positive out-look for growth in exports as also domestic.

IV. Risks and Concerns

i. Slowdown in world economies, affect demand from user industry specifically in Europe.

ii. Lower overall demand, can bring pressures all over and the aggressive pricing can cause concerns about margins.

V. Internal Control System and its adequacy

During the year, no significant internal control issue was identified. Internal checks and controls appropriate to growing size of the Company's business, is being put in place.

VI. Human Resources

Employee relationships at all levels continued to be satisfactory. The management would like to record its appreciation of dedicated and strong support provided to your Company, by its employees at all levels. The number of employees on rolls as on 31st March 2015 is 106.

(The statement in this report including Management's Discussions & Analysis Report reflects Company's projections, estimates, expectations or predictions. These may be forward looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied, since your Company's operations are influenced by many external and internal factors beyond the control of the Company.)

6. BOARDMEETINGS

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business.

The Board metfour times in the financial year 2014-15 i.e on 23rd May 2014,12th August 2014,14th November 2014 and 13th February 2015.

7. BOARDCOMMITTEES

During the year, in accordance with the Companies Act, 2013, the Board re-constituted some of its Committees and also formed Corporate Social Responsibility Committee, Risk Management Committee and Committee for issue of Duplicate Share Certificates. There are currently six Committees of the Board, as follows:

- AuditCommittee

- Nomination and Remuneration Committee

- Stakeholders' Relationship Committee

- Corporate Social Responsibility Committee

- RiskManagementCommittee

- Committee for Issue of Duplicate Share Certificates

Details of all the Committees are provided in the

"Report on Corporate Governance", a part of this

Annual Report.

8. DIRECTORS' RESPONSIBILITY STATEMENT

In pursuance of section 134 (5) of the Companies Act,

2013, the Directors hereby confirm that:

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

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

9. FRAUD REPORTING BY AUDITORS

As required under Section 134(3)(ca)of the Companies Act, 2013, there are no instances of Fraud being reported by the Auditors.

10. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149(6).

11. DIRECTORS AND KEY MANANGERIAL PERSONNEL

In accordance with the provision of the Companies Act, 2013 Mr. Manoj Khullar and Mr. Satish Kelkar, Directors of the Company, retire by rotation and being eligible, offer themselves, for re-appointment. The profiles of the Directors seeking re-appointment form part of the Annexuretothe Notice.

Mr. Michel Ybert, Mr. Suresh Talwar resigned as Directors with effect from 14th November 2014 and 16th February 2015 respectively. Your Directors place on record their sincere appreciation of the valuable contribution made by them during their tenure as Directors of the Company.

The Board of Directors appointed Ms. Sze Wee Ong and Mr. Arun Roy as Additional Directors with effect from 14th November, 2014 and 1st July 2015 respectively. The Board of Directors appointed Mr. Ranjal Laxmana Shenoy as an Additional Director to hold office as an Independent Director of the Company with effect from 20th March 2015.

Ms. Ong, Mr. Roy and Mr. Shenoy hold office of Director upto the date of the forthcoming Annual general meeting of the Company. The Company has received a notice in writing from a member along with the deposit of requisite amount under Section 160 of the Act proposing the candidature each of Ms. Ong, Mr. Roy and Mr. Shenoy for the office of Director of the Company.

During the year, Mr. Guo Lin ceased to be Alternate Director to Mr. Michel Ybert with effect from 14th November, 2014. He was appointed as an Alternate Director to Ms. Sze Wee Ong under the Companies Act, 2013 with effectfrom the same date.

Details ofthe proposal for appointment of Ms. Sze Wee Ong, Mr. Ranjal Laxmana Shenoy, Mr. Arun Roy and Mr. Manoj Khullar are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 ofthe Notice ofthe 28th Annual General Meeting.

The Board of Directors in their meeting held on 23rd May 2015, accepted the resignation of Mr. Shrirang Belgaonkar, Wholetime Director with effectfrom 30th June 2015. Your Directors place on record their sincere appreciation ofthe contribution made by him during histenure asa member ofthe Board.

The Board of Directors of the Company on the recommendation of Nomination and Remuneration Committee at their meeting held on 23rd May 2015 have, soughttoappointMr. Manoj Khullar as Managing Director, for a period of 3 (Three) years, effective from 1st July 2015. The Board seeks members' approval for appointment of Mr. Manoj Khullar as Managing Director ofthe Company.

None of the Directors is disqualified from being appointed as Directors as specified in Section 164(2) of the Companies Act, 2013.

The Company has recognized Mr. Manoj Khullar, Managing Director, Mr. Rajeev Gupte Chief Financial Officer and Mr. Amit Kumashi Company Secretary of the Company as Key Managerial Personnel as required underSection 203 ofthe Companies Act, 2013.

12. ANNUAL EVALUATION

Pursuant to the provisions ofthe Companies Act, 2013 and Clause 49 ofthe Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the Directors individually, as well as the evaluation ofthe working of its Committees.

13. COMPANY'S POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

In accordance with Section 178 ofthe Companies Act, 2013 the Nomination and Remuneration Committee has formulated Remuneration Policy ("the policy").

The objective of the policy is to ensure that Executive Directors and other employees are sufficiently compensated for their performance. The Policy seeks to provide criteria for determining qualifications, positive attributes and independence of a director.

REMUNERATION POLICY

Directors

Nomination and Remuneration Committee shall recommend the remuneration, including the commission based on the net profits ofthe Company for the Non-Executive Directors and Wholetime Director and other Executive Directors. This will be then approved by the Board and shareholders. Prior approval of shareholders will be obtained wherever applicable in case of remuneration to non-executive directors.

The Company pays remuneration by way of salary, perquisites and allowances (fixed component) and variable pay to Wholetime Director. Salary is paid within the range approved by the Shareholders. Annual increments effective 1st January each year, as recommended by the Nomination and Remuneration Committee, and is approved by the Board. Within the prescribed ceiling, the perquisites package is approved by the Remuneration Committee.

The remuneration paid to Executive Directors is determined keeping in view the industry benchmark and the relative performance of the Company to the industry performance. Perquisites and retirement benefits are paid according to the Company policy as applicable to all employees.

Independent Non-Executive Directors are appointed for their professional expertise in their individual capacity as independent professionals / Business Executives. Independent Non-Executive Directors receive sitting fees for attending the meeting of the Board and Board Committees and commission as approved by the Board and shareholders.

The remuneration by way of commission paid to the Independent Non-Executive directors is determined periodically & reviewed based on the industry benchmarks.

Key Managerial Personnel and Other Employees

The remuneration of employees largely consists of basic salary, perquisites, allowances and performance incentives. Perquisites and retirement benefits are paid according to the Company policy, subject to prescribed statutory ceiling.

The components of the total remuneration vary for different grades and are governed by the industry pattern, qualification & experience / merits, performance of each employee. The Company while deciding the remuneration package takes into consideration current employment scenario and remuneration package ofthe industry.

The annual variable pay of managers is linked to the performance of the Company in general and their individual performance for the relevantyear measured against Company's objectives fixed in the beginning of the year.

CRITERIA FOR BOARD MEMBERSHIP

Directors

The Company shall take into account following points:

- Director must have relevant experience in Finance/ Law/ Management/ Sales/ Marketing/ Administration/Research/Corporate Governance/ Technical Operations or the other disciplines related to company's business.

- Director should possess the highest personal and professional ethics, integrity and values.

- Director must be willing to devote sufficient time and energy in carrying out their duties and responsibilities.

Independent Director

Independent Director is a director who has no director indirect material relationship with Sunshield or any of its officers, other than as a director or shareholder of Sunshield.

Independent Director shall meetall criteria specified in Section 149(6) ofthe Companies Act, 2013 and rules made thereunder and Clause 49 of the Listing Agreement entered into with BSE Limited.

14. RISK MANAGEMENT POLICY AND INTERNAL CONTROLADEQUACY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings ofthe Audit Committee and the Board of Directors ofthe Company.

The Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

15. VIGILMECHANISM

The Company has established a vigil mechanism named as Whistle Blower Policy within the Company. The policy of such mechanism has been circulated to all employees within the Company, which provides a framework to the employees for guided & proper utilization of the mechanism. The Whistle Blower Policy has been published on the Company's website http://www.solvayindia.in/en/solvay-in/sunshield- chemical-limited. There have been no instances of any personnel seeking access to the Audit Committee.

16. AUDITORS

Statutory Auditors

The Statutory Auditors, M/s. Deloitte Haskins & Sells LLP Chartered Accountants, hold office for a term of Five (5) years subject to ratification by members at every Annual General Meeting. Accordingly, a Resolution seeking Member's ratification for the appointment of M/s. Deloitte Haskins & Sells LLP is included at Item No. 4 of the Notice convening the Annual General Meeting.

They have issued necessary certificate as required under Section 141 of the Companies Act, 2013.

CostAuditors

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Company has appointed M/s. Kishore Bhatia & Associates, Cost Accountant as the Cost Auditor of the Company for the financial year 2014-15.

Cost Audit Report for the year 2013-14 was filed with the Ministry of Corporate Affairs on 12th August 2014 in XBRL format. Cost Audit Report for the financial year 2014-15 shall be filed with the Ministry of Corporate Affairs within 180 days from the closure of the financial year i.e. on or before 27thSeptember 2015.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Alwyn D'Souza & Co., Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith asAnnexure A. The Report does not contain any qualification, reservation or adverse remark.

Internal Audit

M/s. Nikhil Narkar & Associates, Chartered Accountants has been appointed as Internal Auditor of the Company.

17. COMMENTS ON AUDITORS' REPORT

There are no qualifications, reservations or adverse remarks or disclaimers made by Deloitte Haskins & Sells LLP, Statutory Auditors, in their report and by Mr. Alwyn D'souza, Company Secretary in Practice, in his secretarial audit report.

18. EXTRACT OF ANNUAL RETURN:

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

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has not provided any loans, Guarantees or made investments under Section 186 of the Companies Act, 2013

20. PARTICU LARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1)

During the financial year 2014-15, Company has entered into transactions with related parties, which were in the ordinary course of business and on arms' length basis and in accordance with the provisions of the Companies Act, 2013, Rules issued thereunder and Clause 49 of the Listing Agreement. During the financial year 2014-15, there were no transactions with related parties which qualify as material transactions under the ListingAgreement.

The details of the related party transactions as required under Accounting Standard - 18 are set out in Note

27.9 to the financial statements forming part of this Annual Report.

The Form AOC- 2 pursuant to Section 134 (3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure C.

21. CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013. The CSR policy of the Company and Annual Report on CSR activities is annexed herewith as Annexure D.

22. FIXED DEPOSITS

The Company has not accepted any fixed deposits during the year.

23. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

24. EMPLOYEES

The information required pursuantto Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is annexed herewith as Annexure E.

25. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

There were no incidences of sexual harassment reported during the year under review, in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSANDOUTGO

As required by Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, relevant data pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, is annexed herewith as Annexure F to this Report.

27. CORPORATEGOVERNANCE REPORT

The Corporate Governance Report for the financial year 2014-15 is set out as a separate Annexure to this Report. Certificate from the Practicing Company Secretary, certifying, compliance with Clause 49 of the Listing Agreement with the Stock Exchange in respect of Corporate Governance is annexed to the Report on Corporate Governance.

28. ENVIRONMENT, HEALTH AND SAFETY

Your Company recognizes importance of Health and Safety of its employees and its neighborhood. Regular Safety Audits are being conducted. Your Company has adopted a Health, Safety and Environment (HSE) Policy, which applies to all employees and activities.

29. APPRECIATION

Your Directors place on record their sincere appreciation of the wholehearted support extended by the Company's bankers, business associates, employees' union, shareholders, auditors and various statutory authorities, both, central and state Government.

For and On Behalf of the Board of Directors

R L Shenoy Chairman

Mumbai, 15th July 2015


Mar 31, 2014

Dear Members,

The Directors are pleased to submit their 27th Annual Report and Audited Accounts for the year ended 31st March 2014, also incorporating Management''s Discussion and Analysis of performance of your Company:

A. overview of Financial Results

Highlights of Company''s performance during the financial year 2013-14, is as under:

(Rs. In Lacs)

2013- 2012- Change 2014 2013 over previous years

Export Sales 7927 6307 26%

Domestic Sales 5463 4223 29% (Net of Excise Duty) Revenue from

Operations 13390 10530 27%

Other Income 78 20 62%

Total Income 13468 10550 28%

Less :

Materials Consumed 9610 7559 27%

Employees Remuneration & Benefits 499 468 7%

Manufacturing, Administrative, Selling & Other Expenses 2141 1662 29%

Total Expenses 12250 9689 27%

Operating Profit 1218 861 41% (EBITDA)

Less: Finance Cost 449 510 (12%)

Profit Before Tax & Depreciation (Cash Profit) 769 351 119%

Less: Depreciation 230 248 (7%)

Net Profit Before Tax 539 103 423%

Less: Tax Provision Current Tax 115 21

Deferred Tax 693 (2)

MAT Credit Entitlement (229) -

Net Profit/(Loss) after tax (40) 84 (52%)

B. Management''s Discussion and Analysis: F.Y. 2013-2014

(pursuant to Clause 49 of the listing Agreement with the Stock exchange, Mumbai)

The Company is operating only in one Segment, namely ''Specialty Chemicals''.

I. Industry Structure & Development:

Your Company manufactures process chemicals that are formulated to meet requirements of industries and are known as "Specialty Chemicals" (SC). Specialty Chemicals manufactured by the Company fnd extensive use in diverse range of Industries such as Wire Insulation Enamel, PVC stabilizers, Inks, Colours, Coatings, Textiles, Agro-chemicals, Plastics, Rubber and Latex, Tyre and Tubes, Lubricant and additives, and many more.

Some of these SC are Ethylene Oxide (EO) based derivatives, called Ethylene Oxide Condensates (EOC). For the EOC industry, EO is a vital input. EO is a product manufactured mainly for captive consumption by petrochemical complexes to produce MEG, a vital input for Polyester Fibre industry. Based on the captive requirements, petrochemical complexes allocate EO to EOC industry. EO is non importable by sea/air on account of transportation hazards because of its characteristics of low boiling point and explosive nature. EO, therefore needs to be transported at controlled temperatures and under Nitrogen pressure, in specially designed road tankers. EOC Industry therefore depends entirely on domestic EO availability and Prices.

Besides, EOC based Specialty Chemicals; Company has also diversifed into the manufacture of a range of Anti-Oxidants and certain other additives, which do not use EO. This range of products is also required by a diverse group of industries in the feld of Lubricants, Additives, Plastics, Polymers, Rubber, Tyre, Resins and other industries.

The Company is presently catering to the requirements of both the ranges of SC, for large domestic Companies and prime MNCs operating in North and South America; Germany, France, Italy, Netherlands, Turkey etc. in Europe; and also in Asian markets like Korea, Taiwan, Malaysia, Japan etc.

II. operating and Financial performance of the Company

(Rs. In Lacs)

F.Y. F.Y. Change 2013-2014 2012-2013 over Previous year

(i) Exports 7927 6307 26%

(ii) Domestic 6155 4878 26%

Gross Sales 14082 11185 26%

Less: Excise 692 655 6% Duty

Net Sales 13390 10530 27%

F.Y. F.Y. Change over 2013-2014 2012-2013 Previous year

Volume Sales 9703 8146 19% (MT)

Net Sales 13390 10530 27% Value (Rs.)

During the year, Sales by Volume went up by 19% from 8146 Mt to 9703 Mt.

The Sales in Value terms went up by 27%. Export Sales went up by 26% from Rs. 6307 lacs to Rs. 7927 lacs and Domestic Sales went up by 26% from Rs. 4878 lacs in 2012-13 to Rs. 6155 lacs in 2013-14.

EBIDTA was up by 41% at Rs. 1218 lacs in the year 2013-14 against EBIDTA of Rs. 868 lacs in the previous year.

Finance Cost came down from Rs. 510 lacs in 2012-13 to Rs. 449 lacs in 2013-14, a drop of 12% over that of previous year.

Cash profit (profit before Tax & Depreciation) went up by 119% from Rs. 351 lacs in the year 2012-13 to Rs. 769 lacs in the year 2013-14.

After provision of depreciation of Rs. 230 lacs for 2013-14 (Rs. 248 lacs for 2012-13. Net profit before Tax provision went up from Rs. 103 lacs to Rs. 539 lacs a rise of 423%.

However, as a matter of abundant caution and prudence, in addition to provision of current year''s Income tax, a provision for MAT credit entitlement and revision on Deferred Tax has been made having final effect that post tax provision, the Net profit after Tax came down from Rs. 84 lacs in 2012-13 to a loss of Rs. 40 lacs for 2013-14.

III. outlook

Your Company is already recognized globally, as a reliable supplier of quality Specialty Chemicals, for a variety of end use applications. Your Company is reasonably optimistic to further improve its performance in the current year. Your Company''s products range continues to be accepted all over the world and now Sunshield being of Solvay group has a strong presence worldwide, resulting in 26% growth in domestic as also export business.

With the Company''s strength to implement Environment Health and Safety upgrades at Rasal production site to meet Solvay''s Global standards, the Company plans to take up Capex plan (amounting to Equivalent to US $ 8 million, for which Reserve Bank of India approval has been already received) for these up-grades as also capacity increase and diversifcation, bringing long term sustainable growth path for the Company.

IV. Risks and Concerns:

(i) Slow down in world economies, affect demand from user industry Specifically in Europe.

(ii) Lower overall demand, can bring pressures all over and the aggressive pricing can cause concerns about margins.

V. Internal Control System and its adequacy:

During the year, no significant internal control issue was identified. Internal checks and controls appropriate to growing size of Company''s business, is being put in place.

VI. Human Resources:

Employee relationships at all levels continued to be satisfactory. The management would like to record its appreciation of dedicated and strong support provided to your Company, by its employees at all levels.

(the statement in this report including Management''s Discussions & Analysis Report refects Company''s projections, estimates, expectations or predictions. these may be forward looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied, since your Company''s operations are infuenced by many external and internal factors beyond the control of the Company.)

C. Dividend

In view of losses, the Board of Directors does not recommend any dividend for the year ended 31st March 2014.

D. Directors

The Board of Directors at their meeting held on 23rd May 2014 have, sought to reappoint Mr. Shrirang Belgaonkar as Wholetime Director, for a further period of 3 (Three) years, effective from 24th July 2014. The Board seeks approval for re-appointment of Mr. Shrirang Belgaonkar as Wholetime Director of the Company.

On notifcation of Section 149 and other applicable provisions of Companies Act, 2013, your Directors are seeking appointment of Mr. Suresh Talwar, Mr. Yogesh Thar and Mr. Sanjeev Mukerjee as Independent Directors for five consecutive years for a term upto 31st March 2019. Details of the proposal for appointment of Mr. Suresh Talwar, Mr. Yogesh Thar and Mr. Sanjeev Mukerjee are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of the 27th Annual General Meeting.

In accordance with the provision of the Companies Act, 2013 Mr. Ian Brown and Mr. Pierre Frank Valentin, Directors of the Company, retires by rotation and being eligible, offers themselves, for re-appointment.

The profles of the Directors seeking re-appointment forms part of the Annexure to the Notice.

None of the Directors is disqualified from being appointed as Directors as specified in Section 164(2) of the Companies Act, 2013.

e. Directors'' Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, it is hereby confirmed:

(i) that in the preparation of the accounts for the financial year ended 31st March 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent so as to give a true and fair view of the profit or loss of the Company for the year under review;

(iii) that the Directors have taken proper and suffcient 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;

(iv) that the Directors have prepared the accounts for the financial year ended 31st March, 2014 on a going concern'' basis.

F. Fixed Deposits

The Company has not accepted any fixed deposits during the year.

G. Auditors

M/s. Ashok Pandit & Co., Chartered Accountants, Auditors of the Company, will retire at the conclusion of the 27th Annual General Meeting and are not seeking re-appointment for the next year.

The Board of Directors at its Board Meeting held on 23rd May 2014 has appointed M/s. Deloitte Haskins & Sells LLP, as Statutory Auditors of the Company. They have issued necessary certifcate as required under Section 141 of the Companies Act, 2013. The Board recommends their appointment.

H. Cost Audit

Cost Audit Report for the year 2012-13 was fled with the Ministry of Corporate Affairs on 26th August 2013 in XBRL format.

M/s. Kishore Bhatia & Associates, Cost Accountant has been appointed as the Cost Auditor of the Company under section 233B of the Companies Act, 1956 for the financial year 2013-14. Cost Audit Report for the financial year 2013-14 shall be fled with the Ministry of Corporate Affairs within six months from the closure of the financial year i.e. on or before 30th September 2014.

I. employees

During the year under review there were no employees, whose particulars are to be given under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 in this Report.

The status of complaints received from female employees with regard to sexual harassment during the year is as under:

J. Conservation of energy, technology Absorption and Foreign exchange earnings and outgo

As required by 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, relevant data pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, are given as Annexure to this Report.

K. Corporate Governance Report

The Corporate Governance Report is set out as a separate Annexure to this Report. Certifcate from the Auditors of the Company, certifying, compliance with Clause 49 of the Listing Agreement with the Stock Exchange in respect of Corporate Governance is annexed to the Report on Corporate Governance.

l. environment, Health and Safety

Your Company recognizes importance of Health and Safety of its employees and its neighborhood. Regular Safety Audits are being conducted. Your Company has adopted a Health, Safety and Environment (HSE) Policy, which applies to all employees and activities. Company is planning to take major upgradation on Safety, Health and Environment to further higher standards of Safety, Health and Environment in accordance with Policies on Safety, Health and Environment of Solvay Group.

M. Appreciation

Your Directors place on record their sincere appreciation of the wholehearted support extended by the Company''s bankers, business associates, employees'' union, shareholders, auditors and various statutory authorities, both, central and state Government.

For and on Behalf of the Board of Directors

Mumbai, Suresh Talwar

23rd May 2014 Chairman


Mar 31, 2013

Dear Members,

The Directors are pleased to submit their 26th Annual Report and Audited Accounts for the year ended 31st March, 2013, also incorporating Management''s Discussion and Analysis of performance of your Company:

A. Overview of Financial Results

Highlights of Company''s performance during the fnancial year 2012-13, is as under:

(Rs.In Lacs)

2012- 2011- Change 2013 2012 over previous years

Export Sales 6307 4938 28%

Domestic Sales (Net 4223 4490 (6%) of Excise Duty)

Revenue from 10530 9428 12%

Operations

Other Income 20 93 (78%)

Total Income 10550 9521 11%

Less :

Materials Consumed 7559 6817 11%

Employees

Remuneration & Benefts 468 390 20%

Manufacturing, Administrative, Selling & Other Expenses 1655 1457 14%

Total Expenses 9682 8664 12%

Operating Proft 868 857 1%

(EBITDA)

Less: Finance Cost 510 550 (7%)

Proft Before Tax & Depreciation (Cash Proft) 358 307 17%

Less: Depreciation 248 224 11%

Net Proft Before Tax 110 83 33%

Less: Tax Provision 19 (14)

Net Proft after Tax 91 97 (6%)

B. Acquisition of Majority Stake in the Company by Rhodia Amines Chemicals Pte. Ltd. (Part of Solvay Group)

During the year the Agreement for the Sale and Purchase of shares in Sunshield Chemicals Limited was executed between the Company, its erstwhile Promoters and Rhodia Amines Chemicals Pte. Ltd. (part of Solvay S.A. group, Belgium)

In terms of the said Agreement, Rhodia Amines Chemicals Pte. Ltd. on 26th December, 2012 acquired 45,85,196 Equity shares of Rs. 10/- each representing 62.36% Equity Shares in the Company as per the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 2011.

Solvay S.A. is an international chemical group committed to sustainable development with a clear focus on innovation and operational excellence. It generates over 90% (ninety per cent) of its sales in markets where it is among the top three leaders. Solvay S.A. offers a broad range of products that contribute to improving the quality of life and the performance of its customers in markets such as consumer goods, construction, automotive, energy, water and environment, and electronics.

C. Dividend

In order to conserve resources, the Board of Directors does not recommend any dividend for the year ended 31st March, 2013.

D. Directors

The Board at its meeting held on 27th December,

2012 had appointed Mr. Suresh Talwar, Mr. Ian Brown, Mr. Yogesh Thar, Mr. Sanjeev Mukerjee, Mr. Michel Ybert, Mr. Pierre-Franck Valentin, and Mr. Manoj Khullar as Additional Directors.

As per the Provision of Section 260 of the Companies Act, 1956, these Directors hold offce only up to the date of forthcoming Annual General Meeting of the Company.

The Board at its meeting held on 13th February,

2013 had appointed Mr. Chen Pu and Mr. Guo Lin as Alternate Director to Mr. Pierre Franck Valentin and Mr. Michel Ybert respectively.

With effect from 27th December, 2012 Mr. Amit Choksey, Mr. Ashok Datar, Mr. Bipin Jhaveri, Mr. Dhiren Mehta, Mr. Manubhai Patel and Mr. Sandeep Junnarkar relinquished their offce. Your Directors express their appreciation for the valuable services rendered by them during their tenure.

In accordance with the provision of the Companies Act, 1956 read with Article 166 of the Articles of Association of the Company, Mr. Satish Kelkar, Director of the Company, retires by rotation and being eligible, offers himself, for re-appointment.

The profles of the Directors seeking re- appointment forms part of the Annexure to the Notice.

None of the Directors are disqualifed from being appointed as Directors as specifed in Section 274(1)(g) of the Companies Act, 1956.

F. Directors'' Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, it is hereby confrmed:

(i) that in the preparation of the accounts for the fnancial year ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent so as to give a true and fair view of the proft or loss of the Company for the year under review;

(iii) that the Directors have taken proper and suffcient 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;

(iv) that the Directors have prepared the accounts for the fnancial year ended 31st March, 2013 on a going concern'' basis.

G. Fixed Deposits

The Company has not accepted any fxed deposits during the year. During the year, the Company has fully repaid fxed deposits. There has been no default in payment of interest on or repayment of these deposits.

H. Shifting of the Registered Offce of the Company

With effect from 15th January, 2013, the Registered Offce of the Company has been shifted from N.K.M. International House, 178, Backbay Reclamation, Babubhai Chinai Marg, Mumbai - 400 020 to Phoenix House, 4th Floor, 462, Senapati Bapat Marg, Lower Parel (West), Mumbai - 400 013.

I. Auditors

M/s. Tembey & Mhatre, Chartered Accountants, Auditors of the Company, will retire at the conclusion of the 26th Annual General Meeting and are not seeking re-appointment for the next year.

The Board of Directors vide its resolution dated 5th June, 2013, passed by circulation, has appointed M/s. Ashok Pandit & Co., as Statutory Auditors of the Company. They have issued necessary certifcate as required under Section 224 (1B) of the Companies Act, 1956. The Board recommends their appointment.

J. Cost Compliance Report

Cost Compliance Report for the year 2011-12 was fled with the Ministry of Corporate Affairs on 31st January, 2013 in XBRL format.

K. Cost Audit

M/s. Kishore Bhatia & Associates, Cost Accountant has been appointed as the Cost Auditor of the Company under section 233B of the Companies Act, 1956 for the fnancial year 2012-13. Cost Audit Report for the fnancial year 2012-13 shall be fled with the Ministry of Corporate Affairs within six months from the closure of the fnancial year i.e. on or before 30th September 2013.

L. Particulars of Employees

During the year under review there were no employees, whose particulars are to be given under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 in this report.

M. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings And Outgo

As required by 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, relevant data pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, are given as Annexure to this Report.

N. Corporate Governance Report

The Corporate Governance Report is set out as a separate Annexure to this Report. Certifcate from the Auditors of the Company, certifying, compliance with Clause 49 of the Listing Agreement with the Stock Exchange in respect of Corporate Governance is annexed to the Report on Corporate Governance.

O. Environment, Health and Safety

Your Company recognizes importance of Health and Safety of its employees and its neighborhood. Regular Safety Audits are being conducted. Your Company has adopted a Health, Safety and Environment (HSE) Policy, which applies to all employees and activities. Company is planning to take major upgradation on Safety, Health and Environment to further higher standards of Safety, Health and Environment in accordance with Policies on Safety, Health and Environment of Solvay Group.

P. Appreciation

Your Directors place on record their sincere appreciation of the wholehearted support extended by the Company''s bankers, business associates, employees'' union, shareholders, auditors and various statutory authorities, both, central and state Government.

For and On Behalf of the Board of Directors

Mumbai, Suresh Talwar

7th June, 2013 Chairman


Mar 31, 2011

The Directors are pleased to submit their 24th Annual Report and Audited Accounts for the year ended 31st March, 2011 incorporating Managements Discussion and Analysis of performance of your Company:

A. OVERVIEW OF FINANCIAL RESULTS

Highlights of Companys performance during the financial year 2010-11, is as under:

(Rs. in Lakhs)

2010-2011 2009-2010

Gross Sales Rs. 8479 6800

Net Sales Rs. 7901 6450

Net Sale by Volume MT 7230 6661

Other Income Rs. 81 1

Total Income Rs. 7982 6451

Less : Materials Consumed Rs. 5539 4271

Employees Remuneration & Benefits Rs. 327 272

Manufacturing, Admininistrative, Selling & Other Expenses Rs. 1248 989

Total Expenses Rs. 7114 5532

Operating Profit (EBITDA) Rs. 868 919

Less: Interest Rs. 410 355

Profit Before Tax & Depreciation (Cash Profit) Rs. 458 564

Less: Depreciation Rs. 193 181

Net Profit before Tax Rs. 265 383

Less: Tax Provision Rs. 105 78

Net Profit after Tax Rs. 160 305

C. DIVIDEND

In view of the balance accumulated losses, the Board of Directors do not recommend payment of any dividend.

D. DIRECTORS

In accordance with the provision of the Companies Act, 1956 read with Article 166 of the Articles of Association of the Company, Shri Ashok R Datar and Shri Manubhai G Patel, Directors of the Company, retire by rotation and being eligible, offer themselves, for re-appointment.

E. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, 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 along with proper explanation relating to material departures.

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent so as to give a true and fair view of the profit or loss of the Company for the year under review;

(iii) 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;

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

F . FIXED DEPOSITS

During the year, the Company has accepted fixed deposits. Fixed deposits from Public and the shareholders stood at Rs. 110 Lakhs at the end of the year. There is no default in payment of interest on, or repayment of, any fixed deposits.

G. AUDITORS

M/s. Tembey & Mhatre, Chartered Accountants, Mumbai, hold office upto the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have issued necessary certificate as required under Section 224 (1B) of the Companies Act, 1956. The Board recommends their appointment.

H. PARTICULARS OF EMPLOYEES

During the year under review there were no employees, whose particulars are to be given under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 in this report.

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

As required by 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, relevant data pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, are given as Annexure to this Report.

J. CORPORATE GOVERNANCE REPORT

The Corporate Governance Report is set out as a separate Annexure to this Report. Certificate from the Auditors of the Company, certifying, compliance with Clause 49 of the Listing Agreement with the Stock Exchange in respect of Corporate Governance is annexed to the Report on Corporate Governance.

K. ENVIRONMENT, HEALTH AND SAFETY

Your Company has adopted a Health, Safety and Environment (HSE) Policy, which applies to all employees and activities. Policy is being continuously updated.

L. APPRECIATION

Your Directors place on record their sincere appreciation of the wholehearted support extended by the Companys bankers, business associates, employees union, shareholders, auditors and various statutory authorities, both, central and state Government. The Directors also place on record their sincere appreciation of the support and cooperation rendered by the employees of the Company at all levels.



For and On Behalf of the Board of Directors



Amit Choksey Shreerang Belgaonkar Chairman Wholetime Director

Mumbai, 10th May, 2011






Mar 31, 2010

The Directors are pleased to submit their 23rd Annual Report and Audited Accounts for the year ended 31st March, 2010 along with Managements Discussion and Analysis of performance of your Company:

A OVERVIEW OF FINANCIAL RESULTS

Highlights of Companys performance during the financial year 09-10 are as under.

(Rs. In Lacs) Sr. Particulars 2009-2010 2008-2009 Changeover No. Previous year 1 Gross Sales 6864 6846 0.27% 2 Net Sales 6450 6304 2.32% 3 Other Income 5 66 4 Total Income 6455 6370 1.33% 5 Operating Profit (EBITDA) 919 740 24.19% 6 Interest 355 316 7 Profit before Depreciation and Tax (Cash Profit) 564 424 33.25% 8 Depreciation 181 153 9 Net Profit / (Loss) before Tax 383 271 41.33%

B MANAGEMENTS DISCUSSION AND ANALYSIS:

(Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange)

I. The Company is operating in only one Segment, namely Speciality Chemicals.

II. Industry Structure & Development:-

Your Company manufactures process chemicals that are formulated to meet requirements of various industrial applications and are known as "Speciality Chemicals" (SC)

Some of these Speciality Chemicals are Ethylene Oxide (EO) based derivatives called Ethylene Oxide Condensates (EOC). For the EOC industry, EO is a vital input. EO is a product manufactured mainly for captive consumption by Petrochemical complexes to produce MEG, a vital input for Polyester Fibre industry. Based on the captive requirements and market conditions for "MEG", petrochemicals complexes allocate EO to EOC industry. EOC industry greatly depends on availability and prices of EO for its growth.

The EOC Industry comprises of a larger number of players in the Commodity Ethylene Oxide condensates and a - smaller number concentrating on EO based Speciality Chemicals and others. Your Company is presently in the later group and manufactures, besides EO based Speciality Chemicals, a range of Anti-oxidants and certain other Chemicals, which are not dependent on EO. The range of Antioxidants is required by a diverse group of industries in the field of lubricants, plastics, polymers, rubber, tyre, pesticides, ink, coatings, resins and many other industries.

The Company is presently catering to the requirements of large domestic Companies and prime multinational companies operating in North and South America; in Europe - Germany, France, Italy, Netherlands; and also in Asia - Korea, Taiwan, Malaysia, Japan etc.

III. Operating and Financial Performance during the year 2009-2010

1. In 2009-10, total Net Sales by Volume went up by 18.6% but in rupee terms it was up by 2.32%. Domestic Export details are as follows:

SALES BY Volume (MT) Value (Rs. In crores) 2008-09 2009-10 % 2008-09 2009-10 % Total Net Sales 5616 6661 18.6 63.04 64.50 2.32 Export Sales 2749 2949 7.2 33.59 31.08 (7.47) Domestic Sales 2867 3712 29.5 29.45 33.42 13.48

The growth in Volume Sales was not parallel to growth in value terms on account of:

- Lower Export Sales realisations on account of devaluation of US $ / EURO against Indian Rupee. Export Volume Sales was up by 7.2% but sale value of exports has gone down by 7.47%.

- Similarly in domestic sales, the Sales realisations in Rupee term declined in 2009-10 as compared to 2008-09 prices, resulting in growth in Volume Sales by 29.5% but value growth only at 13.48%.

2. Due to declining raw-material prices and better exchange value of rupee against relevant currencies, material consumption as percentage to Net Sales was lower at 66% in the year 2009-10 as compared to 72% in the previous year, reflecting improved Sales margin per unit of Sales.

3. Operating Profits (EBITDA) of the year stood at Rs. 9.19 crores registering a jump of 24% over that of the previous year. Cash profit went up from Rs. 4.24 crores in the year 2008-09 to Rs. 5.64 Crore in the year 2009-10, an increase of over 30%.

4. With the improved profits, your company brought down its carry forward losses from the peak level of Rs.9.27 crores as at 31st March, 2008 (Rs 5.61 crores as at 31st March 2009) to Rs.2.67 crores as at 31st March, 2010.

5. To meet the increased demand from overseas customers, your company has upgraded its production processes, installed balancing equipments to increase production and introduced new products. Addition to fixed assets during the year 2009-10 was of the order of Rs 4.91 crores.

6. Your Company is no more in default in the payment of Sales tax deferral having been granted a schedule of installments for its repayment by the concerned authorities. The schedule has been strictly adhered to by the Company.

IV. Outlook

With the recognition of the Company as a reliable supplier of quality Speciality Chemicals for a variety of end use application, the Company is reasonably optimist to improve its performance in the current year, despite continuing economic slowdown in the overseas markets.

V. Risks and Concerns:

i. Slow down in world economies, coupled with rupee up valuation may bring in severe competition in the domestic markets from imported Speciality Chemicals.

ii. Uncertainties in international economies may affect the demand from some of the overseas customers. In such situation, export sales may be adversely affected.

iii. Export realizations may be adversely affected if Indian rupee strengthens further against other foreign currencies.

VI. Internal Control System and its adequacy:

During the year, no significant internal control issue was identified. Internal checks and controls appropriate to growing size of companys business are being introduced. An independent firm of Chartered Accountants has been entrusted with Internal Audit of the Company.

VII. Material Development in Human Resources :

Employee relationships at all levels continued to be satisfactory. The management would like to record its appreciation of dedicated and strong support provided to your Company, by its employees, at all levels.

(The statement in this report including Managements Discussions & Analysis Report reflect Companys projections, estimates, expectations or predictions. These may be forward looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied, since your Companys operations are influenced by many external and internal factors beyond the control of the Company.)

C. DIVIDEND

In view of the balance accumulated losses, the Board of Directors do not recommend payment of any dividend.

D. DIRECTORS:

In accordance with the provision of the Companies Act, 1956 read with Article 166 of the Articles of Association of the Company, Shri Sandeep H Junnarkar and Shri Bipin V Jhaveri, Directors of the Company, retire by rotation and being eligible, offer themselves, for re-appointment.

E DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, 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 along with proper explanation relating to material departures. - ¦-

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent so as to give a true and fair view of the profit or loss of the Company for the year under review;

(iii)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;

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

E FIXED DEPOSITS

During the year, the Company has accepted fixed deposits. Fixed deposits from Public and the shareholders stood at Rs. 110 Lacs at the end of the year. There is no default in payment of interest on, or repayment of, any fixed deposits.

G AUDITORS

M/s. Tembey & Mhatre, Chartered Accountants, Mumbai, hold office upto the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have issued necessary certificate as required under Section 224 (1B) of the Companies Act, 1956. The Board recommends their appointment.

H. PARTICULARS OF EMPLOYEES

During the year under review there were no employees, whose particulars are to be given under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 in this report.

I. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As required by 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, relevant data pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, are given as Annexure to this Report.

J. CORPORATE GOVERNANCE REPORT

The Corporate Governance Report is set out as a separate Annexure to this Report. Certificate from the Auditors of the Company, certifying, compliance with Clause 49 of the Listing Agreement with the Stock Exchange in respect of Corporate Governance is annexed to the Report on Corporate Governance.

K. ENVIRONMENT HEALTH AND SAFETY

Your Company has adopted a Health, Safety and Environment (HSE) Policy, which applies to all employees and activities. Policy is being continuously updated.

L APPRECIATION

Your Directors place on record their sincere appreciation of the wholehearted support extended by the Companys bankers, business associates, employees union, shareholders, auditors and various statutory authorities, both, central and state Government. The Directors also place on record their sincere appreciation of the support and cooperation rendered by the employees of the Company at all levels.

For and On Behalf of the Board of Directors AmitChoksey Shreerang Belgaonkar Chairman Wholetime Director Mumbai, 7th May, 2010

 
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