Directors Report of Veronica Production Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present their Annual Report on the Business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2015.

Financial Results

The financial performance of your Company for the year ended March 31, 2015 is summarizedbelow: (Rupees in Lacs)

Particulars 2014-2015 2013-2014

Sales 3320.19 1135.78

Other Income 156.50 76.22

Total Income 3476.69 1212.00

Total Expenses 3423.09 1202.90

Profit/(Loss) 53.60 9.10

(-) Exceptional Items - -

Profit/(Loss)Before Tax 53.60 9.10

Tax - -

(-) Current Tax 16.60 2.81

( ) Deferred Tax

Net Profit After Tax 37.00 6.29

(-) Extraordinary Items - -

Net Profit 37.00 6.29

The Company has achieved a turnover of Rs. 3320.19 compared with Rs. 1135.78 of previous year, on account of better product mix & aggressive approach by the Company. The Company has been able to generate substantial revenue & at the same time ensured that cost effectiveness results into profit of Rs. 37.00 lacs against previous year profit of Rs. 6.29 lacs. The main object of the Company is into print media including trading activities of related items.

Future Outlook

The Company expects substantial turnover in the coming year as the Company is mainly into print media & its allied items, as the Company has been able to build a good clientele network. The Company is in process of tie-up with various vendors to trade their products through the Company platform, which can easily penetrate into Tier II & Tier III towns/cities of India.

Dividend

The Board of Directors does not recommend any Dividend for the year under review

Reserves

Out of the profits available for appropriation, no amount has been transferred to the General Reserve and the balance amount of Rs. 37.00 lacs has been carried forward to profit & loss account.

Subsidiaries, Joint Ventures and Associates Companies

The Company does not have any subsidiaries, joint venture & associates Company.

Acceptance of Fixed Deposits

The Company has not accepted any Fixed Deposits from general public within the purview of Section 73 of the Companies Act, 2013, during the year under review.

Consolidated Financial Statement

The audited consolidated financial statement of the Company prepared in accordance with relevant Accounting Standards (AS) issued by the Institute of Chartered Accountants of India forms part of this Annual Report. The Compliance Officer will make these documents available upon receipt of a request from any member of the Company interested in obtaining the same. These documents will also be available for inspection at the Registered Office of your Company during working hours up to the date of the Annual General Meeting.

Other Corporate Information

The Company has shifted its registered office in the same city of Rajkot during April, 2015. The face value of the equity shares of the Company has been split from Rs. 5/- per share to Re. 1/- per share after 9th October, 2014, record date fixed by the Company for stock- split.

Particulars Of Contract Or Arrangement With Related Party

There is no transaction with Related Party which requires disclosure under Section 134(3) (h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014. The policy on materiality of related party transactions and also on dealing with related party transactions as approved by the Board may be accessed on the Company website.

Loans, Investment And Guarantees By The Company

There is no loan given, investment made, guarantee given or security provided by the Company to any entity under Section 186 of the Companies Act, 2013. Particulars of Investment made/loan given under section 186 of the Companies Act, 2013 are provided in the financial statement.

Internal Financial Controls

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observations has been received from the Auditor of the Company for inefficiency or inadequacy of such controls.

Disclosures under Section 134(3) (I) of the Companies Act, 2013

No material changes and commitments which could affect the Company financial position have occurred between the end of the financial year of the Company and the date of this report, except as disclosed elsewhere in this report.

Directors

Mr. Rajnibhai Narayanbhai Korat, Director of the Company has resigned on 11th August, 2015 on account of his pre-occupation. Mr. Dilip Chabaria, Director of the Company has resigned on 11th August, 2015. Mr. Sanjeev Mohan Gupta, Managing Director & Mr. Anshuman M Gupta, Whole-Time Director of the Company resigned on 27th August, 2015. The Board of Directors of the Company places on record their valuable contribution given to the Company during their tenure.

Mrs. Sneha Rupesh Talraja was appointed as Additional Directors of the Company on 31st March, 2015.

Mrs. Ganesh Shankar Budbadkar was appointed as Additional Directors of the Company on 15th July, 2015.

The Company has formulated a policy on director appointment & remuneration including criteria for determining qualifications, positive attributes independence of director & other matters as provided under section 178(3) of the Companies Act, 2013 & such policy is annexed with the Director Report.

The details of familiarization programme for Independent Directors have been disclosed on website of the Company.

Pursuant to the provisions of the Companies act 2013 and Clause 49 of the Listing Agreement evaluation of every Directors performance was done by the Nomination and Remuneration Committee. The performance evaluation of the Non - Independent Directors and the Board as a whole, committees thereof and the chair person of the company was carried out by the Independent Directors. Evaluation of the Independent Directors was carried out by the entire Board of Directors, excluding the Directors being evaluated. A structured questionnaire was prepared after circulating the draft norms, covering various aspects of the evaluation such as adequacy of the size and composition of the Board and Committee thereof with regard to skill, experience, independence, diversity, attendance and adequacy of time given by the directors to discharge their duties, Corporate Governance practices etc. The Directors expressed their satisfaction with the evaluation process.

The following policies of the company are attached herewith and marked as Annexure 1, Annexure 2A and Annexure 2B.

Policy on appointment of Directors and Senior Management (Annexure 1)

Policy on Remuneration to Directors' (Annexure 2A)

Policy on Remuneration of Key Managerial Personnel and Employees (Annexure 2B)

Number Of Meeting Of Board Of Directors

The Board of Directors have met 6 times and Independent Directors once during the year ended 31st March, 2015 in accordance with the provisions of the Companies Act, 2013 and rules made there under. All the Directors actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time.

Declarations by Independent Director

Pursuant to the provisions of Sub-Section (7) of Section 149 of the Companies Act 2013, the Company has received individual declarations from all the Independent Directors confirming that they fulfill the criteria of independence as specified in Section 149(6) of the Companies Act 2013. As per Section 149 of the Companies Act, 2013, an independent director shall hold office for a term up to five consecutive years on the board of a company, but shall be eligible for re-appointment for another term up to five years on passing of a special resolution by the company and disclosure of such appointment in Board's Report. Further Section 152 of the Act provides that the independent directors shall not be liable to retire by rotation in the Annual General Meeting ('AGM') of the Company.

As per Revised Clause 49 of the Listing Agreement (applicable from October 1, 2014), any person who has already served as independent director for five years or more in a company as on October 1, 2014 shall be eligible for appointment, on completion of the present term, for one more term of up to 5 (five) years only.

Auditors

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules made there under, the current auditors of the Company, M/s. Rishi Sekhri & Associates, Chartered Accountants, Rajkot to hold office up to the conclusion of the ensuing Annual General Meeting of the Company. The Company has received a certificate from the said Auditors that they are eligible to hold office as the Auditors of the Company and are not disqualified for being so appointed and if appointed, it would be within the limits specified in the Companies Act, 2013.

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules made there under, the current auditors of the Company, M/s. Rishi Sekhri, & Associates, Chartered Accountants, Rajkot, are eligible to hold the office for a period of five years up to 2020. The members are therefore requested to appoint M/s. M/s. Rishi Sekhri, & Associates, Chartered Accountants as auditors for five years from the conclusion of the ensuing annual general meeting till the conclusion of annual general meeting to be scheduled in 2020 (subject to ratification at every Annual General Meeting) and to fix their remuneration for the year 2015-16.

Auditors Report

The observations and comments furnished by the Auditors in their report read together with the notes to Accounts are self- explanatory and hence do not call for any further comments under Section 134 of the Companies Act, 2013.

Directors Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirms that:

i. In the preparation of the annual accounts for the financial year ended 31st March, 2015 the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. 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 financial year and of the profit and loss of the Company for the year ended 31st March, 2015.

iii. The Directors have taken sufficient and proper 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 material fraud and other irregularities.

iv. The Directors have prepared the Annual Accounts on a going concern basis.

v. There are proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

vi. That 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.

Annual Evaluation By The Board Of Its Own Performance, Its Committees And Individual Directors

The Board of Directors of the Company has initiated and put in place evaluation of its own performance, its committees and individual directors. The result of the evaluation is satisfactory And adequate and meets the requirement of the Company.

Details Of Committee Of Directors

Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors and Stakeholders Relationship/Grievance Committee of Directors, number of meetings held of each Committee during the financial year 2014-15 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report and forming part of the report.

The recommendation by the Audit Committee as and when made to Board has been accepted by it.

Risk Management

During the year, Management of the Company evaluated the existing Risk Management Policy of the Company to make it more focused in identifying and prioritizing the risks, role of various executives in monitoring & mitigation of risk and reporting process. Its aim is to enhance shareholders value and provide an optimum risk-reward tradeoff. The Risk Management Policy has been reviewed and found adequate to the requirements of the Company, and approved by the Board.

The Management evaluated various risks and that there is no element of risk identified that may threaten the existence of the Company.

Whistle Blower Mechanism

The Company has put in place Whistle Blower Mechanism. The detailed mechanism is given in Corporate Governance Report forming part of this report.

Corporate Governance

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate Chapter on Corporate Governance practices followed by the Company together with a Certificate from the Practicing Company Secretary confirming compliance forms a part of this Report is annexed hereto.

Managing Director's Certificate

A Certificate from the Managing Director in respect of the Financial Statements forms part of the Annual Report.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

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

The information relating to the conservation of energy, technology absorption foreign exchange earnings and outgo under provisions of 134(3) (m) of the Companies Act, 2013 is not applicable to the Company, considering the nature of its business activities. Further the Company has not earned nor spends foreign exchange during the year under review.

Particulars of Employees

None of the employees of the Company is in receipt of remuneration prescribed under Section 197(12) of the Companies Act, 2013, read with the Companies (Particulars of Employees) Rules, 1975. Thus furnishing of particulars under the Companies (Particulars of Employees) Rules 1975 does not arise.

Secretarial Audit Report

A Secretarial Audit Report for the year ended 31st March, 2015 in prescribed form duly audited by the Practicing Company Secretary M/s. is annexed herewith and forming part of the report.

Extract Of Annual Return

Pursuant to Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules 2014, the extract of annual return is annexed herewith and forming part of the report. (Annexure - I

Corporate Social Responsibility

The Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility Committee is not applicable to the Company as the Net Profit of the Company is below the threshold limit prescribed by the Companies Act, 2013.

Significant And Material Orders Passed By The Regulators Or Courts

During the year under review, except that which is stated herewith there were no significant and material orders passed by the regulators or courts or tribunals, which may impact the going concern status of the Company and its operations in future. The Company has received show-cause notice from Ministry of Corporate Affairs, ROC - Ahmadabad for non-submission of Annual Report for the year ending 31st March, 2015 & non-appointment of Company Secretary.

Presentation Of Financial Statements

The financial statements of the Company for the year ended 31st March, 2015 have been disclosed as per Schedule III to the Companies Act, 2013.

Statutory Disclosures

A copy of audited financial statements of the said Companies will be made available to the members of the Company, seeking such information at any point of time. A cash flow statement for the year 2014- 2015 is attached to the Balance Sheet. Pursuant to the legislation 'Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013' introduced by the Government of India, the Company has a policy on Prevention of Sexual Harassment at workplace. There was no case reported during the year under review under the said policy.

Acknowledgement

Yours Directors take this opportunity to thank the Financial Institutions, Banks, Business Associates, Central and State Government authorities, Regulatory authorities, Stock Exchanges and all the various stakeholders for their continued co-operation and support to the Company and look forward to their continued support in future.

We very warmly thank all of our employees for their contribution to your Company's performance. We applaud them for their superior levels of competence, dedication and commitment to your Company.

By Order of the Board For Jagran Production Limited

Sd/- Sd/- Hitesh K Rupareliya Rajesh H Rupareliya Managing Director Director Place: Rajkot DIN - 01401610 DIN - 06546212 Date: August 27, 2015

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Mar 31, 2013

To the Members,

The Directors have pleasure in presenting this Annual Report of your Company together with the Audited Statements of Accounts for the year ended March 31,2013.

(Rs. in Lacs)

Year Ended Year Ended

Financial Results 31.03.2013 31.03.2012

Income 184.72 176.91

Profit before Tax 5.00 5.12

Less: Provision for Taxation 1.54 1.58

Profit after Tax 3.46 3.54

DIVIDEND

Due to inadequate profits in the previous financial year, the Board has not recommended any dividend for the Financial Year 2012-2013.

BUSINESS

The Company is in the business of trading of chemicals.

AUDITOR

The Members are requested to reappoint auditors for the current year and to fix their remuneration.

M/s Gaurang Vora & Associates, Chartered Accountants have consented for continuation to act as the auditors of the company, if re-appointed.

RISK & CONCERNS

Every Company runs the risk of stiff competition from established market players and your Company is not an exception to this universal rule.

The Company''s goal in risk management is to understand, measure and monitor the various risks that arise, and to evolve appropriate policies and procedures to mitigate these risks.

The Company manages and reviews the risk management system, policy and strategy from time to time. The Management periodically reviews the risk assessment and minimization procedures and steps taken by it to mitigate these risks.

INTERNAL CONTROL SYSTEMS AND ADEQUACY

In the opinion of the management, the internal control systems are adequate and provide, among other things, reasonable assurance of recording transactions of operations in all material respects and of providing protection against significant misuse or loss of Company assets.

The accounts of the Company are reviewed by the Audit Committee of the Board. Policy and process corrections are undertaken based on input from these auditors.

MATERIAL DEVELOPMENT IN HUMAN RESOURCES ¦

The relation of the Company with its employees continued to be harmonious during the year under review.

Our philosophy was redefined towards making it more performance oriented and business driven, at the same time, acknowledging an employee''s commitment to growth. We believe that a culture of appreciating all big and small achievements is crucial to develop a motivated, contributing workforce.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act 1956 and the rules there under.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and pursuant to the provisions of Articles of Association of your Company, Mr. Rajnibhai Korat, Director, is liable to retire by rotation ''

and being eligible, offers himself for re-appointment in the forthcoming Annual General Meeting.

Mr. Sanjiv Mohan Gupta, Mr. Hareshbhai M. Togadiya, Mr. Rajeshbhai H. Ruparelia and Mr. Dipakkumar R. Joshi was appointed by the Board as Additional Director and they hold the office till the ensuing Annual General Meeting.

Further, none of the Directors of your Company are disqualified under Section 274(1)( g) of the Companies Act 1956.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement, a detailed Report on Corporate Governance is given as an Annexure to this Report. The Company is in full compliance with the requirements and disclosures that have to be made in this regard. The Certificate from the Auditor of the company confirming compliance of the Corporate Governance requirements is attached to the Report on Corporate Governance. ''

PARTICULARS OF EMPLOYEES

There is no information as required pursuant to the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) Amendments Rules, 1988 to be reported.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:

1. In the preparation of the annual accounts, for the year ended March 31 2013, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed.

2. The Directors had adopted 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 your Company at the end of the financial year and of the loss of the Company for that period.

3. 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.

4. The Directors had prepared the annual accounts on a going concern basis.

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

Disclosure 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 are as follows:

(a) CONSERVATION OF ENERGY:

Your Company has taken the necessary steps to conserve energy.

(b) TECHNOLOGY ABSORPTION:

Your Company has taken the necessary steps to absorb upgraded technology.

APPRECIATION

The Board of Directors wishes to convey their appreciation to all your Company''s employees for their performance and continued support. The Directors would also like to thank all the Shareholders, Consultants, Customers, Vendors, Bankers, Service Providers and Government and Statutory Authorities for their continued support.

Place: Rajkot By order of the Board

Date: August 1,2013 For Shrey Chemicals Limited

(Formerly Dhvanil Chemicals Limited)

Registered Office:

302, Pig Point Complex,

Dr.Yagnik Road,

Opp. Swami Vivekananda Statue Sd/- Sd/-

Rajkot - 360 001 Director Director

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Mar 31, 2012

To the Members,

The Directors have pleasure in presenting this Annual Report of your Company together with the Audited Statements of Accounts for the year ended March 31, 2012.

(Rs, in Lacs)

Year Ended Year Ended Financial Results 31.03.2012 31.03.2011

Income 176.911 25.66

Profit before tax 5.12 1.15

Less: Provision for Taxation 1.58 0.71

Profit after Tax 3.54 0.44

DIVIDEND

Due to inadequate profits in the previous financial year, the Board has not recommended any dividend for the Financial Year 2011-2012. .

OVERVIEW

BUSINESS

The Company is in the business of trading of chemicals.

CHANGE IN NAME OF THE COMPANY

In order to give a fresh identity to the Company, the name of your Company was changed from Dhvanil Chemicals Limited to Shrey Chemicals Limited.

APPOINTMENT OF NEW AUDITORS

The Members of the Company, in their Extraordinary General Meeting held on August 24, 2012 appointed M/s. Gaurang vora & Associates, Chartered Accountants, Ahmedabad as new Stamford Auditors of the Comply as the erstwhile Statutory Auditors has communicated their unavailable the Company.

The Members are requested to appoint auditors for the current year and to fix their remuneration. MA Gaulg vore Associates, Chartered Accountants have consented for continuation to act as the auditors of the company, if re-appointed.

PERFORMANCE & CURRENT YEAR PROSPECTS

CHANGEIN NAME OF THE COMPANY:

As the Company was incurring inadequate profit, your Management decided to give the Company fresh identity and decided to change the Name the Company. The Members of the Company on January 9, 2012 approved the new name Shrey Chemicals Limited.

SHIFTING OF REGISTERED OFFICE OF THE COMPANY

The Company decided to change the Registered Office to the Company for administrative convenience and economical reasons.

The Members, vide a Postal Ballot gave their approval for change of Registered Office from Ahmedabad to Rajkot and the Postal Ballot was approved unanimously by the Members of the- Company.

RISK & CONCERNS

Every Company runs the risk of stiff competition from established market players and your Company is not an exception to this universal rule.

The Company''s goal in risk management is to understand, measure and monitor the various risks that arise, and to evolve appropriate policies and procedures to mitigate these risks.

The Company manages and reviews the risk management system, policy and strategy from time-to time. The Management periodically reviews the risk assessment and minimization procedures and steps taken by it to mitigate these risks.

INTERNAL CONTROL SYSTEMS AND ADEQUACY

In the opinion of the management, the internal control systems are adequate and provide, among. other things, reasonable assurance of recording transactions of operations in all material respects and of providing protection against significant misuse or loss of Company assets.

The accounts of the Company are reviewed by the Audit Committee of the Board. Policy and process corrections are undertaken based on input from these auditors.

MATERIAL DEVELOPMENT IN HUMAN RESOURCES

The relation of the Company with its employees continued to be harmonious during the year under review.

Our philosophy was redefined towards making it more performance oriented and business driven, at the same time, acknowledging an employee''s commitment to growth. We believe that a culture of appreciating all big and small achievements is crucial to develop a motivated, contributing workforce.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act 1956 and the rules there under.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and pursuant to the provisions of Articles of Association of your Company, Mr. Tushar Shah, Director, is liable to re ire by rotation and „ being eligible, offers himself for re-appointment in the forthcoming Annual General Meeting.

Mr. Rajnibhai Korat was appointed by the Board as Additional Director and he assumes office till the ensuing Annual General Meeting.

Further, none of the Directors of your Company are disqualified under Section 274(1)( g) of the Companies Act 1956.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement, a detailed Report on Corporate Governance is, given as an Annexure to this Report. The Company is in full compliance with the requirements and disclosures that have to be made in this regard. The Certificate from the Auditor of the company confirming compliance of the Corporate Governance requirements is attached to the Report on Corporate Governance.

AUDITORS

The Company''s auditors, M/s. Gaurang Vora and Associates., Chartered Accountants, retire at the ensuing Annual General Meeting and being Eligible offer themselves for re-appointment.

COMMENTS ON AUDITOR''S REPORT:.

The notes referred to in the Auditor''s Report are self explanatory and as such they do not call for any " further explanation as required under section 217(3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

There is no information as required pursuant to the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) Amendments Rules, 1988 to be reported.

PARTICULARS UNDER SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956

Further, pursuant to the provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, there is no , material-information regarding conservation of energy, technology absorption, foreign exchange earnings and out go concerning your Company to be reported.

Your Company has "taken the necessary steps to conserve energy, absorb upgraded technology where ever necessary.

Your Company has not earned or used foreign exchange earnings/outgoings during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:

1. in the "preparation of the annual accounts, for the year ended March 31st 2012, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed.

2. The Directors had adopted 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 your Company at the end of the financial year and of the loss of the Company for that period.

3. 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.

4. The Directors had prepared the annual accounts on a going concern basis.

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

Disclosure 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 are as follows:

(a) CONSERVATION OF ENERGY:

Your Company has taken the necessary steps to conserve energy.

(b) TECHNOLOGY ABSORPTION:

Your Company has taken the necessary steps to absorb upgraded technology,

(c) FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review, the Company has not incurred any expenditure in foreign currency nor has earned any Foreign exchange income.

APPRECIATION

The Board of Directors wishes to ''convey their appreciation to all your Company''s employees for their performance and continued support. The Directors would also like to thank all the Shareholders, Consultants, Customers, Vendors, Bankers, Service Providers and Government and Statutory , Authorities for their continued support.

Place: Rajkot By order of the Board

Date: September 1, 2012 For Shrey Chemicals Limited

(Formerly Dhvanil Chemicals Limited)

Registered Office:

302, Pig Point Complex,

Dr.Yagnik Road,

Opp. Swami Vivekananda Statue Sd/- Sd/-

Rajkot-360 001 Director Director

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Mar 31, 2011

To The Members of Dhvanil Chemicals Ltd.

The Directors have pleasure in presenting the Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS:

The summarized financial results for the year ended 31st March, 2011 are as under:

(Rs. in Lacs) Particulars 2010-2011 2009-2010

1. Profit before Interest, Depreciation and Tax 2.54 2.68

2. Interest

3. Depreciation 1.39 1.68

4. Profit (Loss) Before Tax 1.15 1.00

5. Provision for taxation 0.28

6. Profit (loss) after Tax 0.87 1.00

DIRECTORS :

Mr. Sanjay S. Shah and Mr. Prakashsinh Rehvar, Director of the Company retires by rotation at this annual general meeting and being eligible, offers themselves for reappointment. The board of directors recommends the appointment of the directors.

DIVIDEND :

Your director do not recommend dividend for the year.

FIXED DEPOSITS:

The company has not accepted the fixed deposits during the year under report.

AUDITORS :

Nirav S. Shah & Co., Auditors of the Company retires at the conclusion of this Annual General Meeting and being eligible, are recommended for reappointment.

AUDITORS REPORT:

The Auditors report is self-explanatory and so far, there is no negative remark by the Auditors.

DIRECTORS RESPONSIBILITY STATEMENT :

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

1. That in the preparation of the annual accounts for the financial year ended 31st March, 2011 the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. That the directors had 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 loss of the Company for the year under review.

3. That the directors had 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.

4. That the directors had prepared the accounts for the financial year ended 31st March, 2011 on a going concern basis.

CORPORATE GOVERNANCE :

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance together with a certificate from the Company's Auditors confirming compliance there to is set out in the Annexure forming part of this report.

LISTING:

The shares of the Company are listed on Ahmedabad and Bombay Stock Exchange Limited.

PARTICULARS OF THE EMPLOYEES :

The Company has no employee to whom the provision of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 apply and so it is not applicable to the company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO :

The additional information required under Section 217(1)(e) of the Companies Act, 1956 relating to Conservation of energy, technology absorption and foreign exchange earnings or outgoes is annexed herewith and forming part of this report.

ACKNOWLEDGMENT :

The Directors wish to thank and deeply acknowledge the cooperation and assistance received from the Bankers, Suppliers and shareholders. The Director also wishes to place on record their appreciation of the devoted services of employees of the Company.

DATE : 01.09.2011 FOR AND ON BEHALF OF THE PLACE: AHMEDABAD BOARD OF DIRECTORS

CHAIRMAN

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Mar 31, 2010

The Directors have pleasure in presenting the Annual Report together with the Audited Statement of Accounts for the year ended 31st .March, 2010.

FINANCIAL RESULTS:

The summarized financial results for the year ended 31st March, 2010 are as under:

(Rs. in Lacs)

2009-2010 2008-2009 Particulars

1. Prom Before Interest, Depreciation and Tax 2.68 0.00

2. Interest - -

3. Depreciation 1.68 1.94

4. Profit (Loss) Before Tax 1.00 1.94

5. Provision for taxation - -

6. Profit (loss) after Tax 1.00 1.94



DIRECTORS:

Mr Tushar S.Shah, Director of the Company retires by rotation at this annual general meeting and being eligible, offers him self for reappointment. The board of directors recommend the appointment of the director.

DIVIDEND :

Your director do not recommend dividend for the year.

FIXED DEPOSITS:

The company has not accepted the fixed deposits during the year under report.

AUDITORS:

Nirav S Shah & Co., Auditors Of the Company retires at the conclusion of this Annual General Meeting and being eligible/are recommended for reappointment.

AUDITORS REPORT:

The Auditors report is self-explanatory and so far, there is no negative remark by the Auditors.

DIRECTORS RESPONSIBILITY STATEMENT:

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

1. That in the preparation of the annual accounts for the financial year ended 31st March, 2010 the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. That the directors had 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 loss of the Company for the year under review.

3. That the directors had 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.

4. That the directors had prepared the accounts for the financial year ended 31st March, 2010 on a going concern basis.

CORPORATE GOVERNANCE :

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance together with a certificate from the Companys Auditors confirming compliance there to is set out in the Annexure forming part of this report.

LISTING:

The shares of the Company are listed on Ahmedabad and Bombay Stock Exchange Limited. However the trading of the shares of company was suspended.

PARTICULARS OF THE EMPLOYEES :

The Company has no employee to whom the provision of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars. of Employees) Rules, 1975 apply and so it is not applicable to the company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO

The additional information required under Section 217(1)(e) of the Companies Act, 1956 relating to Conservation of energy, technology absorption and foreign exchange earnings or outgoes is annexed herewith and forming part of this report.

ACKNOWLEDGMENT:

The Directors wish to thank and deeply acknowledge the cooperation and assistance received from the Bankers, Suppliers and shareholders. The Director also wishes to place on record their appreciation of the devoted services of employees of the Company.

DATE : 31.08.2010 FOR AND ON BEHALF OF THE

PLACE: AHMEDABAD BOARD OF DIRECTORS

CHAIRMAN