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A Oneindia Venture

Nifty 24,288.15 +1.08%

22k Gold ₹ 14,885 /gm

Sensex 78,205.98 +0.82%

Nifty 24,288.15 +1.08%

22k Gold ₹ 14,885 /gm

Sensex 78,205.98 +0.82%

Nifty 24,288.15 +1.08%

22k Gold ₹ 14,885 /gm

Directors Report of Shreyas Intermediates Ltd.

Mar 31, 2025

Your Directors are pleased to present the 36^th Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2025.

SUMMARY OF FINANCIAL RESULTS OF THE COMPANY:

Particulars	Standalone Figures (Rs. in Lacs)
Particulars	2024-25	2023-24
Total Turnover & Other Income	52.00	51.00
Less : Manufacturing and Other Expenses	38.00	38.00
Profit / (Loss) before interest and Depreciation	11.00	12.00
Less : Finance Costs (Interest)	0.00	0.00
Profit / (Loss) after Interest	11.00	12.00
Less : Depreciation and Misc. Expenses written off	170.00	170.00
Net Profit / (Loss) before Extra-Ordinary Items	(159.00)	(158.00)
Less : Exceptional Items	NIL	NIL
Net Profit / (Loss) Before Tax	(159.00)	(158.00)
Add / Less: Provision for Tax (including Deferred Tax)	NIL	NIL
Profit/(Loss) after tax	(159.00)	(158.00)
Earnings Per Share (EPS)	(0.22)	(0.22)

During the year under review, your Company generated total revenue including other income was ''52 lacs against previous year 51 lacs and the financial year has ended up with a net profit of ''159 lacs, which is almost 1 times higher as compared to previous year.

DIVIDEND:

During the year, your directors have not recommended any dividend for the year in order to accumulate the reserve.

DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 (1) and 74 of the Companies Act, 2013 read together with the companies (Acceptance of Deposits) Rules, 2014. Your Company held no deposit in any form from anyone during the year 31st March, 2025, which was overdue or unclaimed by the depositors.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company was not required to transfer any amount to unclaimed dividend to investor education and protection fund. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There was no change in the nature of business of the Company during the year.

TRANSFER TO RESERVES:

No fund was transferred to General Reserve.

BOARD OF DIRECTORS AND KMPS:

The Composition of the Board during the year under review was as per the provisions of Regulation 17(1) of listing regulation read with the Companies Act, 2013.

Pursuant to Section 152 of the Companies Act, 2013 Mr. Dinesh Shankarlal Sharma (DIN: 01231046), Director, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Your Board has

recommended his re-appointment.

There was a change in the management of the Company due to resignation on Board of Mr. Surya Prakash Sitaram Pandey during the year under review.

None of the Directors are disqualified for appointment/re-appointment under Section 164 of the Act. As required by law, this

position is also reflected in the Auditors'' Report.

As required under Regulation 36(3) of the listing Regulations with the stock exchanges, the information on the particulars of Directors proposed for appointment/re-appointment has been given in the notice of annual general meeting.

DIRECTORSâ RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, and based on the information provided by management, your Directorsâ state that:

(a) In the preparation of the annual accounts for the financial year ended 31st March, 2025 the applicable accounting standards have been followed.

(b) Directors have selected such Accounting policies 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 corporation as at the end of 31st March, 2025 and of the profit of the Company for the year ended on that date.

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

(d) Directors have prepared the annual accounts on a ''going concern'' basis;

(e) Director have laid down internal financial controls commensurate with the size of the Company and that such financial controls were adequate and were operating effectively; and

(f) Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

DECLARATION OF INDEPENDENCE BY DIRECTORS:

The Independent Non-executive Directors of the Company, viz. Mr. Nainesh Sumantrai Desai (DIN - 08452630), Mrs. Neelam Yashpal Arora (DIN - 01603068), have affirmed that they continue to meet all the requirements specified under Regulation 16(1)(b) of the listing regulations in respect of their position as an "Independent Director" of Shreyas Intermediates Limited. The Independent Directors of the Company have confirmed compliance of relevant provisions of Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules, 2014. The N&R Committee had adopted principles for identification of Key Managerial Personnel, Senior Management including the Executive Directors.

Further, all the Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules. In terms of Regulation 25(8) of Listing Regulations, they have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their liability to discharge their duties.

The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors'' Databank maintained with the Indian Institute of Corporate Affairs (âIICAâ) in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended.

The Independent Directors have confirmed that they have complied with the Company''s Code of Business Conduct & Ethics.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and that they hold the highest standards of integrity.

Details of Familiarization Programme for the Independent Directors are provided separately in the Corporate Governance Report.

BOARD EVALUATION:

SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. The Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors should be done by the entire Board of Directors, excluding the director being evaluated.

The Board as a whole was evaluated on various parameters like Board Composition & Quality, Board Meetings and Procedures, adherence to the Code of Conduct etc. Based on each of the parameter, the Board of Directors formed an opinion that performance of Board as a whole has been outstanding. The Board approved the evaluation results as collated by the Nomination and Remuneration Committee.

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a structured questionnaire was prepared. The performance Evaluation of the Independent Directors was completed. Independent Directors Meeting and Nomination and Remuneration Committee considered the performance of Non-

Independent Directors and the Committees and Board as whole, reviewed the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board.

MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the performance evaluation of the Independent Directors was completed.

The evaluation framework for assessing the performance of directors of your company comprises of contribution at meetings, strategies perspective or inputs regarding the growth and performance of your company among others.

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

Details of program for familiarization of Independent directors of the company are accessible on yours company website at http://www.shreyasintermediates.co.in/services.html.

MEETING OF INDEPENDENT DIRECTORS:

The meeting of Independent Directors was scheduled on 27^th May, 2024. All the Independent Directors were present in the meeting.

STATUTORY AUDITORS:

M/s. A. Sachdev Co., Chartered Accountants, (FRN: 001307C) has been appointed as a Statutory Auditors of the Company for a second term from conclusion of 33^rd Annual General meeting of the Company for a period of five (5) years, till the conclusion of the 37^th Annual General Meeting of the Company which will be held in the year 2027.

The MCA vide its notification dated 7 May 2018 has amended Companies (Audit and Auditors) Rules 2014 by Companies (Audit and Auditors) Amendment Rules 2018, which dispense the requirement of members approval for ratification of appointment of Auditors at every Annual General Meeting. Keeping the same in mind no such agenda item is included in notice for the 36^th AGM.

AUDITORS REPORT:

Observations made in the Auditors'' Report are self-explanatory and therefore do not call for any further comments under Section 134 (1) of the Companies Act, 2013.

INTERNAL AUDITORS:

The Internal and operational audit is entrusted to M/s. ATJ & Co LLP (FRN: 113553W/W100314), Chartered Accountants. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Company''s internal control system is commensurate with its size, scale and complexities of its operations. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same.

The Audit Committee of the Board of Directors, Statutory Auditors and the Key Managerial Personnel are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

SECRETARIAL AUDITORS AND THEIR REPORT:

M/s Pankaj S. Desai, Company Secretary in Practice was appointed to conduct the secretarial audit of the Company for the financial year 2024-25, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for financial year 2024-25 is Annexure-A to this Boardâs Report.

Further, in terms of the provisions of the Circular No. CIR/ CFD/CMD1/27/2019 dated 8^th February, 2019 issued by Securities and Exchange Board of India (SEBI), M/s Pankaj S. Desai, Practicing Company Secretaries have issued the Annual Secretarial Compliance Report for the financial year ended 31st March, 2025, thereby confirming compliance of the applicable SEBI Regulations and circulars / guidelines issued there under by the Company.

COMMENTS ON REMARKS/OBSERVATION/QUALIFICATION MADE BY SECREATARIRAL AUDITORS:

Mr. Pankaj S. Desai, Company Secretary in Practice, in his Secretarial Audit Report for financial year 2024-25 have drawn the attention of the management on some the non-compliances or observations, which have been marked as qualification in his report. In connection with the same management herewith give the explanation for the same as follows:

The management will make an application to RBI for seeking registration as required under section 45(IA) of RBI Act, 1934. The Management will seek opinion of some RBI professionals for making good of said default.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Statutory Auditors, Internal Auditors and the Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees of Audit Committee under Section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

COMMITTEES OF THE BOARD:

The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination and RemunerationCommittee

3. Stakeholders'' RelationshipCommittee

The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

During the year, there is no subsidiary, joint venture or associate of the Company.

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

There were no such Companies which have become or ceased to be its subsidiaries, Joint Ventures or Associate Companies during the year.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

There were no contracts or arrangements or transactions with any related parties which could be considered material in accordance with the policy of the Company during the year under review. Hence, the Company is not required to disclose details of the related party transactions in Form AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not granted any loans, or provided any guarantees or security to the parties covered under Section 185 of the Act. The Company has complied with the provisions of Section 186 of the Act in respect of the investments made.

Details of the Loans, Investments and Guarantee covered under the provisions of Section 186 of the Companies Act, 2013 (Act), has been given under notes forming parts of the Accounts and same will be produced for verification to the members at the registered office of the Company on their request.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and Outgo Details of energy conservation and research and development activities undertaken by the Company along with the information in accordance with the provisions of Section 134 of Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014, the extent as are applicable to the Company, are given in Annexure - âC'' to the Directorsâ Report.

REPORTS ON CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI.

A Report on Corporate Governance along with a Certificate from M/s Pankaj S. Desai, regarding compliance with the conditions of Corporate Governance as stipulated under Regulation 34(3), Schedule V of SEBI (LODR) Regulations, 2015 with Stock Exchange read with the relevant provisions of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 forms part of this Report.

MANAGEMENTâS DISCUSSION AND ANALYSIS REPORT:

Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 (3) read with Schedule Part V of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 with Stock Exchange in India, is presented in a separate Section forming part of the Annual Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company.

Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to Board.

The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken.

RISK MANAGEMENT AND INTERNAL CONTROLS:

The Company has the risk management and internal control framework in place commensurate with the size of the Company. However Company is trying to strengthen the same. The details of the risks faced by the Company and the mitigation thereof are discussed in detail in the Management Discussion and Analysis report that forms part of the Annual Report.

PARTICULARS OF EMPLOYEES AND RELATED INFORMATION:

There was no employee who was employed throughout the year and in receipt of remuneration aggregating to Rs. 1,02,00,000/-p.a. or more or who was employed for part of the year and in receipt of remuneration aggregating to Rs.8,50,000/- p.m. or more.

LISTING OF SHARES:

Equity shares of your Company are listed on Bombay Stock Exchange only.

SHARE CAPITAL:

The paid up Equity Share Capital as on March 31, 2025 was Rs. 74,85,39,000 /- consisting of 74,85,39,00 Equity Shares of Rs.10/- each. During the year under review, the Company has not issued any share with differential voting rights; nor granted stock options nor sweat equity. As on March 31, 2025, none of the Directors and/or Key Managerial Person of the Company hold instruments convertible in to Equity Shares of the Company.

BUSINESS RESPONSIBILITY REPORT:

As the Company is not amongst top 500 or 1000 Companies by turnover on Stock Exchanges, the disclosure of Report under of Regulation 34(2) of the Listing Regulations is not applicable to the Company for the year under review.

MAINTENANCE OF COST RECORDS:

The maintenance of cost records for the services rendered by the Company is not required pursuant to Section 148(1) of the Companies Act, 2013 read with Rule 3 of Companies (Cost Records and Audit) Rules, 2014.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Board of Directors affirms that the Company has complied with the applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

POSTAL BALLOT & EGM :

The Company has conducted no Postal Ballot & EGM during F.Y. 2024-25.

ANNUAL RETURNS:

The Annual Return in Form MGT-7 for the financial year ended 31st March 2025 is available on the website of the Company at http://www.shreyasintermediates.co.in/services.html.

CREDIT RATINGS:

During the year under review, the Company has not borrowed any money and has not raised any funds. Hence, disclosure pertaining to utilization of funds and Credit Rating is not applicable.

DETAILS OF UTILISATION OF FUND:

During the year, the Company has not raised any funds through preferential allotment, right issue or qualified institutions placement, the details required to be given under Regulation 32 of the Listing Regulations is not applicable to the Company.

CEO AND CFO CERTIFICATION:

The Chief Executive Officer and Chief Financial Officer Certification as required under Regulation 17(8) read with Part B of Schedule II of the SEBI(LODR) Regulation, 2015 have been appended to this report.

CERTIFICATE OF NON- DISQUALIFICATION OF DIRECTORS

Certificate from secretarial auditor regarding none of the directors on the board of the company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority as per item 10(i) of Part C of Schedule V of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations 2015, annexed to this report.

CHANGE IN NATURE OF BUSINESS OF THE COMPANY:

There was no change in the nature of Business of the Company during the year under review.

MATERIAL CHANGES AND COMMITMENTS. IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments affecting the financial position of the Company occurred during Financial Year 2024-25, till the date of this report. Further there was no change in the nature of business of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

During the year there are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

SUSPENSE ESCROW DEMAT ACCOUNT/UNCLAIMED SHARES ACCOUNT

The Company does not have any of its securities lying in demat / unclaimed suspense account arising out of public/bonus/right issues as at 31st March, 2025. Hence, the particulars relating to aggregate number of shareholders and the outstanding securities in suspense account and other related matters does not arise.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has established a vigil mechanism to provide appropriate avenues to the Directors and employees to bring to the attention of the Management, the concerns about behavior of employees that raise concerns including fraud by using the mechanism provided in the Whistle Blower Policy.

During the financial year 2024-25, no cases under this mechanism were reported in the Company.

POLICY FOR PREVENTION. PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The company has framed policy in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year 2024-25, no cases in the nature of sexual harassment were reported at any workplace of the company.

BANK AND FINANCIAL INSTITUTIONS:

Directors are thankful to their bankers for their continued support to the company.

ACKNOWLEDGMENTS:

Your Directors convey their sincere thanks to the Government, Banks, Shareholders and customers for their continued support extended to the company at all times.

The Directors further express their deep appreciation to all employees for commendable teamwork, high degree of professionalism and enthusiastic effort displayed by them during the year.

Mar 31, 2024

Your Directors presents the 35^th Annual Report together with the Audited Financial Statements for the year ended 31^st March, 2024.

FINANCIAL RESULTS:

The Companyâs financial performance for the year ended 31^st March, 2024 is summarized below:

(Rs. in Lakhs)
Particulars	FY 2023-24	FY 2022-23
Total Turnover & Other Income	51.00	58.84
Less : Manufacturing and Other Expenses	38.00	40.58
Profit / (Loss) before interest and Depreciation	13.00	18.26
Less : Finance Costs (Interest)	0.00	4.47
Profit / (Loss) after Interest	13.00	13.79
Less : Depreciation and Misc. Expenses written off	170.00	170.50
Net Profit / (Loss) before Extra-Ordinary Items	(157.00)	(156.71)
Less : Exceptional Items	NIL	NIL
Net Profit / (Loss) Before Tax	(157.00)	(156.71)
Add / Less: Provision for Tax (including Deferred Tax)	NIL	NIL
Profit/(Loss) after tax	(157.00)	(156.71)
Earnings Per Share (EPS)	(0.22)	(0.22)

REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

The total revenue including other income of the Company during the year was Rs.51.00 Lakhs (Previous Year - Rs. 58.84 Lakhs). The Company has incurred a Loss after Tax of Rs.157.00 Lakhs (Previous Year - Loss of Rs. 156.71 Lakhs).

DIVIDEND:

In view of the losses, your Directors do not recommend any dividend for the year under review. RESERVES:

The Company has not transferred any amount to General Reserve.

CHANGE IN NATURE OF BUSINESS:

The Company is engaged in the business of manufacturing of Pigments and Pigment Intermediates. There was no change in the nature of business activities of the Company during the year under review.

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this report.

SCHEME OF COMPROMISE/ARRANGEMENT

During the year under review there is no such order passed with respect to scheme of compromise or arrangement.

SHARE CAPITAL:

There were no changes in the authorized capital & the paid up share capital during the year.

SUBIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any subsidiary and joint venture.

Details of Associate Company:

Kesar Petroproducts Limited by virtue of holding voting power of 37.05% in the Company. DEPOSITS:

During the year under review, the Company has not accepted or renewed any deposits within the meaning of Section 73 and 76 of the Companies Act 2013 read with the Companies (Acceptance

deposits Rules), 2014. There was no deposit which remained unclaimed and unpaid at the end of the year.

EXTRACT OF ANNUAL RETURN:

In accordance with the Companies Act, 2013, the annual return in the prescribed format is available at URL: http: //www .shreyasintermediates.co.in/ services .html

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

There were no such changes in the Composition of Board of Directors and Key Managerial Personnel.

After the end of year no changes took place in Composition of board.

Mr. Surya Prakash Pandey (DIN: 01898839), retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting. Mr. Surya Prakash Pandey (DIN: 01898839) was re-appointed as a Wholetime Director of the company from 31^st October, 2021 to 31^st October, 2024. Considering the performance evaluation, contributions to the Company during his term of office, their background, qualification and experience and based on the recommendation of the Nomination and Remuneration Committee, the Board proposed the re-appointment of Mr. Surya Prakash Pandey subject to the approval of the shareholders in the AGM for another term of 5 years with effect from 31^st October, 2024. Further, the CFO of the company resigned and new CFO Ms. Rashmi Kolte was appointed w.e.f 10^th November, 2023.

Except the above, there was no change in the Directors and Key Managerial Personnel of the Company.

COMPOSITION OF BOARD AND STATUTORY COMMITTEES

The Composition of the Board and Statutory Committees thereof along with other details are given in the Corporate Governance Report.

NUMBER OF BOARD MEETINGS HELD DURING THE YEAR

The Board met 4(Four) times during the year. The details of the meetings are given in the Corporate Governance Report. The intervening gap between the two meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DECLARATION OF INDEPENDENT DIRECTORS:

The Independent Directors of the Company have given the requisite declaration pursuant to Section 149(7) of the Companies Act, 2013 to the effect that they meet the criteria of independence as provided in Section 149(6) of the Act.

FORMAL ANNUAL EVALUATION:

The Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

COMPANYâS POLICY RELATING TO DIRECTORâS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

The Board, on the recommendation of the Nomination and Remuneration Committee of the Company, has framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

The policy on remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which is a part of this report and is also available on the Companyâs website at http://www.shreyasintermediates.co.in/

The Salient features of the Remuneration Policy are:

(1) Preface (2) Commencement (3) Definitions (4) Purpose (5) Principles of Remuneration (6) Nomination and Remuneration Committee (7) Selection and appointment of the Board Members (8) Process for evaluation (9) Publication

DIRECTORSâ RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the Board hereby confirms that:â

(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 have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair

view of the state of affairs of the company as at 31^st March 2024 and of the loss of the company for period ended on that date;

(c) The directors have 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 have prepared the annual accounts on a going concern basis;

(e) The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

As on 31^st March 2024, the company have secured loans and borrowings of INR 7,73,73,991/-from Kesar Petroproducts Limited under Section 186 of the Companies Act, 2013 during the year under review. Particulars of investments made under Section 186 of the Companies, Act, 2013 are mentioned in notes to accounts in Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES PURSUANT TO SECTION 188(1) OF THE COMPANIES ACT, 2013:

PARTICULARS OF EMPLOYEES:

There was no employee who was employed throughout the year and in receipt of remuneration aggregating to Rs. 1,02,00,000/- p.a. or more or who was employed for part of the year and in receipt of remuneration aggregating to Rs.8,50,000/- p.m. or more.

PARTICULARS AS PER RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

The details related to employees and their remuneration as required under Section 197(12) of the Companies Act, 2013and Rule 5(1) and 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are mentioned in Annexure âIâ to this Boardâs Report.

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

(A) Conservation of energy-
(i)	the steps taken or impact on conservation of	NIL
	energy;
(ii)	the steps taken by the company for utilizing	Exploring the possibility of power
	alternate sources of energy;	generation through sulphuric acid.
(iii)	the capital investment on energy conservation equipment.	NIL

(B) Technology absorption-
(i)	the efforts made towards technology absorption;	NIL
(ii)	the benefits derived like product improvement, cost reduction, product development or import substitution;	NIL
(iii)	in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- (a) the details of technology imported; (b) the year of import; (c) whether the technology been fully absorbed; (d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and	NIL
(iv)	the expenditure incurred on Research and Development.	NIL

(C) Foreign exchange earnings and outgo-
The Foreign Exchange earned in terms of actual inflows during the year;	NIL
The Foreign Exchange outgo during the year in terms of actual outflows.	NIL

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:

There was no order passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have bearing on company''s operations in future.

INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has in place proper and adequate internal control system, commensurate with the size, scale and complexity of its operations. The Company monitors and evaluates the efficacy and adequacy of internal control system, its compliance with operating systems, accounting procedures and policies.

VIGIL MECHANISM POLICY:

The Company has a Vigil Mechanism policy to deal with instance of fraud and mismanagement, if any. The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in the exceptional cases. The details of the Vigil Mechanism Policy is explained in the Corporate Governance Report and also posted on the website of the Company. We affirm that during the financial year 2023-24, no employee or director was denied access to the Audit Committee.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

The Company has laid down a well-defined Risk Management Policy covering the risk mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitoring of both business and non-business risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION ANALYSIS REPORT:

Pursuant to Regulation 34(3) and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the following have been made a part of the Annual Report and are attached to this report:

â¢ Management Discussion and Analysis Report - â Annexure IT

â¢ Corporate Governance Report - âAnnexure TTTâ

â¢ Declaration by Whole-time Director affirming with the compliance of the code of conduct of Board of Directors and Senior Management -âAnnexure IVâ

â¢ Practicing Company Secretaryâs Certificate under sub-para 10(i) of Part C of Schedule V of SEBI (LODR), Regulations, 2015 - âAnnexure Vâ

â¢ Auditorsâ Certificate regarding compliance of conditions of Corporate Governance -âAnnexure VIâ

STATUTORY AUDITORS:

The Board has re-appointed M/s. A. Sachdev Co., Chartered Accountants, Mumbai having Firm Regn. No.:001307C as the statutory auditors of the Company, for a second term of five consecutive years, from the conclusion of the Thirty Third Annual General Meeting scheduled to be held in the year 2022 till the conclusion of the thirty Seventh Annual General Meeting to be held in the year 2027.

INTERNAL AUDITORS:

The board has appointed M/s. ATJ & Co LLP, Chartered Accountants (having FRN: 113553W/W100314) as an Internal Auditor of the Company for the financial year 2023-24 as Internal Auditors. The Internal Auditors will monitor and evaluate the efficiency and adequacy of internal control systems in the Company, its compliances with operating systems, accounting procedures and policies at all locations of the Company and reports the same on quarterly basis to the Audit Committee.

SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Pankaj Desai & Associates, Company Secretaries, Mumbai to undertake the Secretarial Audit and Secretarial Compliance of the Company. The Secretarial Audit Report and the Secretarial Compliance Certificate are attached herewith and marked as âAnnexure VIIâ respectively.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There were no qualifications, reservations or adverse remarks made by the Statutory Auditors in their reports.

There were no qualifications, reservations or adverse remarks made by the Secretarial Auditors in the Secretarial Compliance Report however following observation were made by the Secretarial Auditor.

1. The shareholding of Promoters in the Company is not fully in dematerialized form in terms of Regulation 31(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. - The Company is in process of dematerializing the same.

2. The company has submitted Related Party Transaction Report for the quarter ended September 2023 after due date as per the provisions of Regulation 23(9) SEBI (LODR) Regulations. For which BSE Ltd imposed a fine of Rs.41,300/- on the company and the fine is duly paid.

CORPORATE SOCIAL RESPONSIBILITY:

The provision of Section 135 of the Companies Act, 2013 with respect to the Corporate Social Responsibility are not applicable to the Company. The brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in âAnnexure VIIIâ of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. This Policy is available on the Companyâs website at: http://www.shreyasintermediates.co.in/services.html

INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITON AND REDRESSAL) ACT, 2013.

Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. is not applicable as company do not have any employees during the year.

ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companyâs activities during the year under review.

Your Directors also acknowledge gratefully the support and confidence reposed by the shareholders of the Company.

Mar 31, 2023

Your Directors presents the 34 ^h Annual Report together with the Audited Financial Statements for the year ended 3^sl March, 2023.

FINANCIAL RESULTS:

The Companyâs financial performance for the year ended^st3M arch, 223 is summarized below:

(Rs. in Lakhs)

Particulars	FY 2022-23	FY 2021-22
Total Turnover & Other Income	58. 84	54.27
Less : Manufacturing and Other Expenses	40.58	9.21
Profit / (Loss) before interestDnpreciation	B.26	35.06
Less : Finance Costs (Inter est)	4.47	0.033
Profit / (Loss) after Interest	B.79	35.06
Less : Depreciation and Misc. Expenses written off	70.50	70.50
Net Profit / (Loss) before EOrdinary Item s	(156.71)	(35.43)
Less .Exceptional Item s	NIL	NIL
Net Profit / (Loss) Before Tax	(156.71)	(35.43)
Add / Less: Provision for Tax (including Deferred Tax)	NIL	NIL
Profit/(Loss) after tax	(156.71)	(35.43)
Earnings Per Share (EPS)	(0.22)	(-)0.19

REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

The total revenue including other income of the Company during the year waÂ§. 84s Lakhs (Previous Year- Rs. 5427 Lakhs). The Company has incurredLass afterTax of Rs56.71 Lakhs (Previous Year Loss of RsB5. 43 Lakhs) .

DIVIDEND:

In view oft he losses, your Directors do not recommend any dividend for the year under r eview. RESERVES:

The Company hasiot transferred any amount to General Res erve.

CHANGE IN NATURE OF BUSINESS:

The Company is engaged in the business of manufacturing of Pigments and Pigment Intermediates. There was no change in the nature of business activities of the Company during the year under review.

1 Open offer Krish Pharma Speciality Pvt Ltd had made an open offer for the acquisition of upto 6(20,405 equity shares of the company by making a public announcement on March

7, 2022 and the same has been closed on July 1} 2C22. Accordingly, Krish pharma had acquired 200 shares tendered in the open offer.

2 Listing of new securitieÂ§47,5Q0CD Equity Shares of Rs. 0/ - each issued pursuant the Scheme of Compromise/Arrangement betweShreyas Intermediates L tidd their Shareholders and Secured Credit oarse listed and permitted for trading on stock exchange with effect from November B, 2C22These shares are ranking ppassu with the existing equity shares of the company.

3. Change of RTA: The company haChanges its Registrar and Share Transfer Agent from M/s. Link Intime India Private Limited (Old RTA) to M/s. Skyline Financial Services Private Limited (New RTA) vide agreement between Company and New RTA dated Pth January, 2023. The electronic connectivity of Depositories i.e National Securities Depository Limited (NSDL) and Central Depository Services (India) (CDSL) has been shifted w.e.f. Pth January, 2023 .

SCHEME OF COMPROMISE/ARRANGEMENT

During the ear under review there is no such order passed with respect to scheme of compromise or arrangement.

SHARE CAPITAL:

There wereno changes in the authorizedapital &the paid up share capitalduring the yea, however, there has been increase in authorized share capital between the end of the financial year and the date of this report as bel ow:

On the Extra Ordinary General Meeting held oA(j4ril, 2023, the membersapproved by passing ordinary resolutionincrease in authorized share capifalom Rs. 75,OQOQOO(y - (Rupees Seventy Five Crores Only) consisting of 7,I)0Q0(D (Seven Crore Ten Lakh) Equity Shares of Rs . D (Rupees Ten Only) each anRs. 4,0Q0Q(Dy - (Rs. Four Crores Only) consisting of 4Q0QOD Redeemable Preference shares of Rs. - O/ach to Rs. 9iDQ0Q(D(y - (Rupees Ninety One Crore only) consisting of 87,OQOQOOO (Rupees Eighty Seven Crore onl y)onsisting of 8,7O,OQOOO (Eight Cror Seventy Lakhs Equity Shares of Rs (Rupees Ten Only) eachanking Pari Passu in all respect with the existing shares of (Company and 4QOQiOOO (Forty Lakh) Redeemable Preference shares R&.iy - each.

However, the same was not pursued forward by the Company.

SUBIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any subsidiary joint venture Details of Associate Company:

Kesar Petroproducts Limitbyd virtue of holdingoting power of37.O5% in the Company .

DEPOSITS:

During the year undereview, the Company has not accepted or renewed any deposits within the meaning of Section 73 and 76 of the Companies Act 2OB read with the Companies (Acceptance deposits Rules), 2O4. There was no deposit which remain ediclaimed and unpaid at the end of the year .

EXTRACT OF ANNUAL RETURN:

In accordance with the Companies Act, 2OB, the annual return in the prescribed format is available at URL:http://www.shreyasintermediates.co.in/services.h ml

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Name	Designation	Appointment/ Resignation/ Change in Designation	Date of Event
Snehlata Dinesh Sharma	Non-Executive -Non Independent Director	Resignation	9 -04 -2022
Dinesh S hankarlalS harma	Non-Executive -Non Independent Director	Appointment	25 -04 -2022
Govind Krishna Sharma.	Non-Executive -Non Independent Director	Demise	5 -08 -2022
Nainesh Sumanti R. Desai	Non-Executive -Non Independent Director	Appointment	2 -k -2022

After the end of yeao changes took place in Composition of board

Mr. Dinesh Shankarlal Sharma (DIN: O23 046)retires by rotation and being eligible, offers himself for e-appointment at the ensuing Annual General Meeting.

Except the above, here was no change in the Directors Kdy Managerial Personnel the Company.

COMPOSITION OF BOARD AND STATUTORY COMMITTEES

The Composition of the Board and Statutory Committees thereofvWttdngrther details are given in the Corporate Governance Report.

NUMBER OF BOARD MEETINGS HELD DURING THE YEAR

The Board met9(Nin^ times during the year. The details of the meetings are given in the Corporate Governance Report. Tlntervening gap between the two meetings was within the period prescribed under the Companies Act, 20B and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 20B.

DECLARATION OF INDEPENDENT DIRECTORS:

The Independent Directors of the Company have given the requisite declaration pursuant to Section 49(7) of the Companies Act, 20B to the effect that they meet the criteria of independence as provided in Section 49(6) of the Act.

FORMAL ANNUAL EVALUATION:

COMPANYâS POLICY RELATING TO DIRECTORâS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

The Board, on the recommendation of the Nomination and Remuneration Committee of the Company, has framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

The policy on remuneration and other matters provided in Section 78(3) of the Act has been disclosed in the Corporate Governance Report, which is a part of this report and is also available on the Companyâs website at http://www.shreyasintermediates.co.in/

The Salient features of the Remuneration Policy are:

(1) Preface(2) Commencement (3) Definitions(4) Purpose(5) Principles of Remunerati on

(6) Nomination and Remuneration Commit t^7) Selection and appointment of the Board Members(8) Process forvaluation (9) Publication

DIRECTORSâ RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 20B, the Board hereby confirms thal

(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 have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair

view of the state of affairs of the company as ^sitIVBdrch 223 and of the loss of the company for period ended on that dat e;

(d) The directors have prepared the annual accounts on a going concern basis;

(e) The directors have laid dowinternal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

As on 31* March 2023, the company have secured loans and borrowings of IN,T3,73,99f -from Kesar Petroproducts Limiundler Section B6 of the Companies Act, 23 during the year under review. Prticulars of investments made under Section 186 of the pkniies, Act, 2DB are mentioned in notes to accounts in F inancial Statem ents.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES PURSUANT TO SECTION 188(1) OF THE COMPANIES ACT, 2013:

There were no contracts or arrangements or transactions with any relatedvlparlt i esould be considered material in accordance with the policy of the Company during the year under review. Hence, the Company is not required to disclose details of the related party transactions in Form AOC-2 pursuant to clause (h) of s-ubction (3) of Section B4 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 204.

PARTICULARS OF EMPLOYEES:

There was no employee who was employed throughout the year and in receipt of remuneration aggregating to Rs. !O2,OQO0(y - p.a. or more or who was employed for part of the year and in receipt of remuneration aggregating to Rs.8,5Q00-p.m. or more .

PARTICULARS AS PER RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

The details related to employees and their remuneration as required under Section 197(E) of the Companies Act, EOBand Rule 5(1) and 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2O4 are mentioned Amnexure âIâ to this Boardâs Report.

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

(A) Conservation of energy-

(i)	the steps taken or impact on conservation energy;	IN IL
(ii)	the steps taken by the company for utiliz alternate sources of energy;	Exploring the possibility of powe generation through sulphuric ac id.
(iii)	the capital investment on energ conservation equipment .	NIL

(B) Technology absorption-

(i)	the efforts made towards technology absorpt ion;	NIL
(ii)	the benefits derived like product improvement, cost reduct product development or import substituti on;	NI L
(iii)	in case of imported technology (imported during the last t years reckoned from the beginning of the financial -y ear) (a) the details of technology imported; (b) the year of impor t; (c) whether the technology been fully absorb ed; (d) if not fully absorbed, areas where absorption has not t place, and the reasons thereof; and	NIL
(iv)	the expenditure incurred onesearch and Development.	NIL

(C) Foreign exchange earnings and outgo-

The F oreign Exchange earned in terms of actual inflows during th e	NIL
The F oreign Exchange outgo during the year in terms of actual outf	NIL

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:

There was no order passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have bearing on company''s operations in future.

INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS:

VIGIL MECHANISM POLICY:

The Company has a Vigil Mechanism policy to deal with instance of fraud and mismanagement, if any. The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in the exceptional cases. The details of the Vigil Mechanism Policy is explained in the Corporate Governance Report and also posted on the website of the Company. We affirm that during the financial year220-23, no employee or director was denied access to the Audit Committee .

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

The Company has laid down a weldefined Risk Management Policy covering the risk mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitoring of both business ambusoness risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION ANALYSIS REPORT:

â¢ Management Discussion and Analysis Repot Annexure IIâ

â¢ Corporate Governance Repor tAnnexure IIIâ

â¢ Declaration by Wholeime Director affirming with the compliance of the code of conduct of Board of Directors and Senior ManagemâAnnexure IVâ

â¢ Practicing Company Secretaryâs Certificate under sub-para D(i) of Part C of Schedule V of SEBI (LODR), Regulations, 2015- âAnnexure Vâ

â¢ Auditorsâ Certificate regarding compliance of conditions of Corporate Governance -âAnnexure VIâ

STATUTORY AUDITORS:

M/s. A. Sachdev Co., Chartered Accountants, Muihbvi ng Firm Regn. No.CDBCFC was appointed as the statutory auditors of the Company at the previous annual general meeting of the Company, for a period of five years commencing from financial year-20F

The Board has recommended the -appointment of M/s. A. Sachdev Co., Chartered Accountants, Mumbai having Firm Regn. No.:CCBC7C as the statutory auditors of the Company, for a second term of five consecutive years, from the conclusion of the Thirty Third Annual General Meeting scheduled held in the year 2022 till the conclusion of the thirty Seventh Annual General Meding to be held in the year 2C27for approval of shareholders of the Company, based on the recommendation of the Audit Committ ee.

INTERNAL AUDITORS:

The board has proposed appointment of M/s. ATJ & Co KLhPr tered Accountants (having FRN : B55BW/W0CB4) as an Internal Auditor of the Company for the financial year 2C22 -23 in place of M/s. Sayeed Khan & Associates, Chartered Accountants, Mumbai as Internal Auditors. The Internal Auditors will monitor and evaluate the efficiency and adequacy of internal control systems in the Company, its compliances with operating systems, accounting procedures and policies at all locations of the Company and reports the same on quarterly basis to the Audit Committee

SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 2C4 of the Companies Act, 20B and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 204, the Company has appointed M/s. Pankapesai & Associates, Company Secretaries, Mumbai to undertake the Secretarial Audiand Secretarial Compliance the Company. The Secretarial Audit Repndtthe Secretarial ComplianceCertificat eare attached herewith and marked as âAnnexure VIIâ respectively .

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There were no qualifications, reservations or adverse remarks made by the StAuditeys in their report s.

There were no qualifications, reservations or adverse remarks made by the Secretarial Auditors in the Secretarial Compliance Repdrowever following observation were made by the Secretarial Auditor.

1 The shareholding of Promoters in the Company is not fully in dematerialized form in ter ms of Regulation 3(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regul ations,

2015 . - The Company is in process of dematerializing the same.

CORPORATE SOCIAL RESPONSIBILITY:

The provision of Section B5 of the Companies Act, 20B with respect to the Corporate Social Responsibility are not applicable to the CompanThe brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in âAnnexure VnIâ of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 204. F or other details regarding the CSR Committee, please refer to the Corporate Governanceeport, which is a part of this report. This Policy is tavaoita the Companyâs website at: http//www.shreyasintermediates.co.in/services.h ml

INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITON AND REDRESSAL) ACT, 2013.

Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 20B. Is not applicable as company do not havny employees daring the year

ACKNOWLEDGEMENTS:

Your Directorplace on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companyâs activities during the year under review.

Your Directors also acknowledge gratefully the support and confidence reposed by the shareholders of the Company .

By Order of the Board of Directors F orSHREYAS INTERMEDIATES LIMITED

Sd/- Sd/- Sd/- Sd/-

Surya Prakash Pandey Dinesh Sharma Bhavesh Gondaliya Hariprakash Bohra

Whole Time Director Director Company Secretary CFO (KMP)

(DIN: 01898839) (DIN: 01231046)

Place: Mumbai Date: fl ^th August, 2023

Mar 31, 2015

Dear Members,

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

FINANCIAL RESULTS:-

Amount in Rs. Lacs

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

Gross Income 4587.45 1363.12

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

Less-interest 1.23 906.15

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

Less-Depreciation 277.34 561.03

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

Less-Provision for tax 104.66 0

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

Less-Exceptional/ Extraordinary 3193.29 0 Item

Balance brought forward 2531.69 (9430.80)

Profit available for Appropriation (8436.96) (10968.65)

DIVIDEND:

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

REVIEW OF OPERATIONS:

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

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

PRODUCTION AND PERFORMANCE

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

MARKET

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

EXPORTS

Due to market conditions the exports are Nil.

LISTING

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

COMPULSORY DEMATERIALISATION OF COMPANY'S SHARES

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

DIRECTORS

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

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

DISCLOSURES

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

DIRECTORS'RESPONSIBILITY STATEMENT

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

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

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

3) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

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

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

CORPORATE GOVERNANCE

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

AUDITORS

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

AUDITORS REPORT

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

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

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

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

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

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

COST RECORDS AND COST AUDIT

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

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

EMPLOYEES

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

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

ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

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

ACKNOWLEDGEMENT

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

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

Sep 30, 2014

Dear Members,

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

FINANCIAL RESULTS:-

Amount in Rupees (in Lacs)

Financial Results 2013-14 2012-13

Gross Income 1363.12 2398.65

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

Less-lnterest 906.15 1218.97

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

Less-Depreciation 561.03 562.78

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

Less-Provision for tax 0 -

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

Less-Exceptional/ Extraordinary Item 0 2459.38

Balance brought forward (9533.88) (2329.96)

Profit available for Appropriation (11071.73) (9536.26)

DIVIDEND :

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

REVIEW OF OPERATIONS

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

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

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

PRODUCTION AND PERFORMANCE

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

MARKET

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

EXPORTS

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

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

LISTING

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

COMPULSORY DEMATERIALISATION OF COMPANY''S SHARES

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

DIRECTORS

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

DISCLOSURES

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

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

CORPORATE GOVERNANCE

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

AUDITORS

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

AUDITORS REPORT

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

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

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

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

COST RECORDS AND COST AUDIT

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

EMPLOYEES

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

ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

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

ACKNOWLEDGEMENT

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

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

Sep 30, 2012

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

FINANCIAL RESULTS Amount in Rupees (in Lacs)

Financial Results 2011-12 2010-11

Gross Income 12587.31 17748.14

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

Less-Interest 1303.62 1206.40

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

Less-Depreciation 576.53 575.91

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

Less-Provision for tax - -

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

Less- Deferred Tax Adjustment - -

Balance brought forward 111.38 1613.92

Profit available for Appropriation (2329.96) 111.38

DIVIDEND

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

REVIEW OF OPERATIONS

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

PRODUCTION AND PERFORMANCE

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

MARKET

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

EXPORTS

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

LISTING

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

COMPULSORY DEMATERIALISATION OF COMPANY''S SHARES

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

DIRECTORS

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

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

DIRECTORS''RESPONSIBILITY STATEMENT

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

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

2) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the period under review:

3) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

CORPORATE GOVERNANCE

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

AUDITORS

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

COST RECORDS AND COST AUDIT

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

EMPLOYEES *

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

ENERGY, TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE

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

AUDITOR''S REPORT

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

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

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

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

ACKNOWLEDGEMENT

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

By Order of the Board

for SHREYAS INTERMEDIATES LTD

Place : Mumbai DINESH SHARMA

Date: March 2nd, 2013 CHAIRMAN

Sep 30, 2011

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

FINANCIAL RESULTS

Financial Results 2010-11 2009-10

Gross Income 17748.14 8683.24

Profit/(Loss) before Interest and Depreciation 279.77 917.97

Less-Interest 1206.40 1248.65

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

Less-Depreciation 575.91 466.32

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

Less-Provision for tax

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

Less-Deferred Tax Adjustment

Balance brought forward 1613.92 2410.92

Profit available for Appropriation 111.38 1613.92

DIVIDEND

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

REVIEW OF OPERATIONS

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

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

PRODUCTION AND PERFORMANCE

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

MARKET

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

EXPORTS

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

LISTING

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

COMPULSORY DEMATERIALISATION OF COMPANY'S SHARES

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

DIRECTORS

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

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

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

2) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the period under review:

3) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

CORPORATE GOVERNANCE

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

AUDITORS

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

EMPLOYEES

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

ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

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

AUDITOR'S REPORT

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

ACKNOWLEDGEMENT

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

By Order of the Board

for SHREYAS INTERMEDIATES LTD

Place :Mumbai

DINESH SHARMA

Date : February 21st, 2012 CHAIRMAN

Sep 30, 2010

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

FINANCIAL RESULTS

Financial Results 2009-2010 2008-2009

Gross Income 8683.24 11100.40

Profit/(Loss) before Interest and Depreciation 917.97 1576.34

Less-Interest 1248.65 1076.88

Profit/(Loss) before Depreciation (330.68) 499.46

Less-Depreciation 466.32 410.64

Profit/(Loss) before Tax (797) 88.82

Less-Provision for tax - 2.20

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

Less-Deferred Tax Adjustment - 3.15

Balance brought forward 2410.92 2327.45

Profit available for Appropriation 1613.92 2410.92

DIVIDEND

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

REVIEW OF OPERATIONS

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

PRODUCTION AND PERFORMANCE

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

MARKET

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

EXPORTS

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

CHANGE IN THE REGISTERED OFFICE OF THE COMPANY

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

LISTING

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

COMPULSORY DEMATERIAUSATION OF COMPANYS SHARES

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

DIRECTORS

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

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

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

DIRECTORS RESPONSIBILITY STATEMENT

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

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

2) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the period under review:

3) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

CORPORATE GOVERNANCE

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

AUDITORS

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

EMPLOYEES

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

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

ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

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

AUDITORS REPORT

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

ACKNOWLEDGEMENT

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

By Order of the Board for SHREYAS INTERMEDIATES LTD

Place:Mumbai DINESH SHARMA

Date :February 26th, 2011 CHAIRMAN

Sep 30, 2009

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

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

Gross Income 11,100.40 13061.01

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

Profit before Depreciation Less Depreciation 499.46 515.49 410.64 348.69

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

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

Profit available for Appropriation 2410.92 2327.45

DIVIDEND

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

REVIEW OF OPERATIONS

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

PRODUCTION AND PERFORMANCE

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

MARKET

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

EXPORTS

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

LISTING

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

COMPULSORY DEMATERIALISATION OF COMPANrS SHARES

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

DIRECTORS

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

DIRECTORSRESPONSIBILITY STATEMENT

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

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

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

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

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

CORPORATEGOVERNANCE

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

AUDITORS

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

EMPLOYEES

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

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

ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

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

AUDITORS REPORT

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

ACKNOWLEDGEMENT

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

By Order of the Board

for SHREYAS INTERMEDIATES LTD

DINESH SHARMA CHAIRMAN

Mumbai

Date: 31st December, 2009

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