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Shreyas Intermediates Ltd.

BSE: 526335 Sector: Industrials
NSE: N.A. ISIN Code: INE115F01017
BSE LIVE 14:39 | 22 Sep 5.78 0.27
(4.90%)
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5.78

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5.78

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NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 5.78
PREVIOUS CLOSE 5.51
VOLUME 1000
52-Week high 9.65
52-Week low 2.97
P/E
Mkt Cap.(Rs cr) 9
Buy Price 5.78
Buy Qty 4000.00
Sell Price 0.00
Sell Qty 0.00
OPEN 5.78
CLOSE 5.51
VOLUME 1000
52-Week high 9.65
52-Week low 2.97
P/E
Mkt Cap.(Rs cr) 9
Buy Price 5.78
Buy Qty 4000.00
Sell Price 0.00
Sell Qty 0.00

Shreyas Intermediates Ltd. (SHREYASINTERM) - Director Report

Company director report

To

THE MEMBERS

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

FINANCIAL RESULTS:- Amoun t in Rs. Lacs
Financial Results 6 months from 1/10/2014 to 31/03/2015 12 months from 1/10/2013 to 30-09-2014
Gross Income 4587.45 1363.12
Profit/(Loss) before Interest and Depreciation (487.69) (70.67)
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/ (toss)After Tax for the year (870.92) (1537.85)
Less-Exceptional/ Extraordinary Item 3193.29 0
Balance brought forward 2531.69 (9430.80)
Profit available forAppropriation (8436.96) (10968.65)

DIVIDEND:

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

REVIEWOF OPERATIONS:

As the net worth of the company has been eroded completely the company is intheprocess of referring to BIFR asperThe Sick Industrial CompaniesAct 1985.Areferenceapplication under the act was made last year to BIFR (Board of Industrial Finance andReconstruction) an apex body of SICA (The Sick Industrial Companies Act 1985). The samewas declined due to some technical issues and fresh reference was made to the BIFR. Thenotice was issued by the Secretariat for personal hearing on a date; however the noticewas received after the hearingdate.The company hasrepresented its case and is a waitingfurther instructionfrom BIFR.

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

PRODUCTIONANDPERFORMANCE

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

MARKET

The demand for the product ofthe Company is moderate abecause of the lowering ofdemandofthe print media. However the Company has alternative plans to even produce the productsat 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 aboveExchange. The Company's Shares continueto be regularly traded onthe exchange.

COMPULSORY DEMATERIALISATION OF COMPANY'S SHARES

The Company's Equity Shares were compulsorily dematerialized and as such the Company'sShares continue to betraded 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 newregulation in terms of SEBI guide lines for appointment of woman director.

Ms. Snehlata Dinesh Sharma was appointed as a additional Director of the company w e f31 st March 2015 & tender her resignationfrom post of directorshipw ef 30th May2015.

DISCLOSURES

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

DIRECTORS'RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the CompaniesAct 2013 (erstwhileSection-217(2AA) of the CompaniesAct 1956)with respect to Directors' ResponsibilityStatement is hereby confirmed:

1) That in the preparation of the accounts for the six months period ended 31 st March2015; the applicable accounting standards have beenfollowed alongwith proper explanationrelatingto material departures.

2) That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs ofthe Company atthe end ofthe year andofthe loss ofthe Company for the year under review.

3) That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company andfor preventinganddetectingfraud andotherirregularities.

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

5) Had laid down internal financial controls to be followed by the company and thatsuch internal financial controls areadequate andwere operatingeffectively; and

6) Haddevised proper systems to ensure compliance with the provisions of all applicablelaws and that such systemswere adequateandoperatingeffectively.

CORPORATE GOVERNANCE

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

AUDITORS

M/s. Sayeed Khan & Associates Chartered Accountantsthe Statutory Auditors of theCompany hold office until the ensuing Annual General Meeting. The said Auditors havefurnished the Certificate of their eligibility for reappointment. Pursuant to theprovisions of Section 139 of the Companies Act 2013 and the Rules framed thereunder theAudit Committee has proposed to appoint M/s. Sayeed Khan & Associates CharteredAccountants as Statutory Auditors of the Company from the conclusion of this AnnualGeneral Meeting for a period of 1year subject to the approval of shareholders andratification of their appointment at every Annual General Meeting.

AUDITORS REPORT

i. Notes 24C (1) regarding Company being declared within the purview of the SickCompany's definition and the BIFR Regulations andtheapplicationwiththe boardandothermatters referredtothere under.

The company on observing erosion of net worth based on abstract as on 30 09.2014 fileda reference with the Board for Industrial and Financial Reconstruction (BIFR) under theprovisions of the Sick Industrial Companies (Special Provisions) Act 1985. Ondismissal ofthe 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 companyhas made suitable representation with request to relist the appeal for hearing. Howeverthe request the company is still pending for disposal by the secretary BIFR. ii . Notes24C (2) regarding Secured Loans from Financial Institutions and other matters asreferredto there under.

The Bank of Baroda hasassignedtheir loan to InventARCSBI hasalso assigned their dues toInvent ARC on security receipt basis. The company has proposed to settle the dues ofassignee of debts under scheme ofsettlement. iii. During the year the company has reducedthe carrying cost of its Plant & Machinery by the quantum of interest and principalwhich had been capitalized bythe Company.An additional amount which representsthevalueofCapitalRepairs undertaken inrespect ofthesaid plant &machineries duringtheproductiontrial run period has been reduced and reclassified under Other Non-CurrentAssets pursuant to the advice of the technical evaluation team. Accordingly during theyear the cost of Plant & Machinery have been decreased to account for the abovereduction of carrying cost of the plant asalso Capital Repairs to bring the value ofthePlant atits reasonablerealisticvalue asperthetechnicalevaluationteam.

The company has undertaken valuation of its Fixed Assets by a Registered Valuer and hasalso engaged a Technical Evaluation Team to value the same. In light of the advice of thetechnical evaluation team and valuer's opinion the company has reduced the value of itsplant & machinery by such sums including preoperatfve expenses and the capitalizedinterest on term loans which were never considered underthe provisionsoftheIncometaxactunder its guidingprinciples.

COSTRECORDSANDCOSTAUDIT

The cost audit isnotapplicable andtheturnover isnotfallingwithinthespecifiedlimit.However Cost compliance audit report have beencompliedwith.

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

EMPLOYEES

As on date none of the employees of the company fall within the purview of theprovision of the section 217(2A) of the CompaniesAct 1956 read with the Companies(Particulars of Employees) Rules 1975 and Companies (ParticularsofEmployees)AmendmentRules2011 Relations between the management and its employees have been cordial. YourDirectors place on record their appreciation oftheefficient and loyal services renderedbythe employees ofthe Company atall levels.

ENERGY TECHNOLOGYABSORPTIONAND FOREIGN EXCHANGE

The information required under Section 217(1)(e) of the Companies Act 1956 read withthe Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules1988 with respect to conservation of energy technology absorption and foreign exchangeearnings and outgo is appended hereto asAnnexure 'A' andformspart ofthis Report.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation of the support received from theCompany's Bankers and Shareholders and look forward totheir continuedsupport andgoodwill.

BY ORDER OF THE BOARD
ForSHREYAS INTERMEDIATES LIMITED
Place: Mumbai RAMCHANDR A GHANEKAR
Date : 28* AUGUST 2015 WHOLE TIME DIRECTOR

ANNEXURE "A"- Disclosure of Particulars (Rules) 1988

Information required under the Companies (Disclosure of particulars in the Report ofthe Board of Directors) Rules 1988.

CONSERVATION OF ENERGY

By detecting energy waste on the shop floor furnace and implement remedial measuresthe energy was saved. Inefficient useofenergy in utilities items like Pumps andCompressorsetc. waschecked.

TECHNOLOGYABSORPTION:

Continuous efforts are on to produce materials more efficiently. Efforts are being madefor semi- automation of some of the machines. Continuous efforts are onto produce productscreating less effluent and getting product of higher quality. New methods of drying havebeen installed in the factory resulting in the final products being of superior qualitywhereby the products of the Company enjoy a better image over other available in themarket.

Further efforts areonto minimizethe levels ofeffluent andtogetbetterquality stillsuperior.

FOREIGNEXCHANGEEARNINGSANDOUTGO:

(Rs. in Lacs)
2014-15 2013-14
Total Foreign Exchange earned Nil Nil
Total Foreign Exchange used Nil Nil

FORMA

(See Rule 2)

Form for disclosure of particulars with respects conservation of energy etc.

Power and fuel consumption

2014-15 2013-14
Electricity:
Unit Amount (Rs. in Lacs) NA NA
TotalAmounts (Rs. in Lacs) NA NA
Rate/Unit NA NA
Coal:
Quantity NA NA
TotalAmount NA NA
Rate/Unit NA NA
Consumption per unitofProduction
Electricity Unit/Kg NA NA
Coal Kg/Kg NA NA
FORM B(See Rule 2)
TECHNOLOGYABSORPTION:
Please seepoint Babove

 

By Order of the Board
for SHREYAS INTERMEDIATES LTD
Place: Mumbai RAMCHANDRA GHANEKAR
Date: 28th AUGUST 2015 WHOLE TIME DIRECTOR

ANNEXURE 'B'

FORM MR-3

SECRETARIAL AUDIT REPORT

For The Financial Year Ended On 31st March 2015

(Pursuant to section 204(1) of the Companies Act 2013and Rule No. 9 of the Companies(Appointment and Remuneration Personnel) Rules 2014)

SECRETARIAL AUDIT REPORT FOR THE PERIOD FROM 01/10/2014 TO 31/03/2015

To

The Members

Shreyas Intermediates Limited

We have conductedthe secretarial audit ofthe compliance of applicable statutoryprovisions andthe adherence to good corporate practices by Shreyas Intermediates Limited(herein after called the company). Secretarial Audit was conducted in a manner thatprovided us a reasonable basis for evaluating the corporate conducts/ statutorycompliances andexpressing myopinionthereon.

Based on our verification of the Shreyas Intermediates Limited's books papers minutebooks forms and returns filed and other records maintained by the Company and also theinformation provided by the Company its officers agents and authorized representativesduringthe conduct of secretarial auditWehereby report that in our opinionthe companyhasduringthe audit periodcovering from 01/10/2014 to 31/03/2015 complied with thestatutory provisions listed hereunder and also that the Company has proper Board-processesand compliance mechanism in placetothe extent inthe manner andsubject tothe reportingmade hereinafter:

We have examined the books papers minute books forms and returns filed and otherrecords maintained by Shreyas IntermediatesLimited's ("theCompany") for theperiod from 01/10/2014 to 31/03/2015 according to the provisions of:

(i) The CompaniesAct 2013 (theAct) andthe rules madethereunder;

(ii) The SecuritiesContracts (Regulation) Act 1956 ('SCRA') andtherulesmadethereunder;

(iii) The DepositoriesAct 1996 andthe Regulations and Bye-lawsframedthereunder;

(iv) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 ('SEBIAct'):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

(c) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regardingthe CompaniesActanddealing with client;

(v) The specific laws which are applicable to company are listed below. With regard tothe compliances for the specific lawswewill depend onthe management representationlettergiven bythe Company.The audit for the specific laws is not doneby usasthe records for thesamewere not providedto us bythe Company.

LIST OF OTHER SPECIFIC LAWSAPPLICABLE TOCOMPANY:

1. Environmental (Protection) Act 1986 readwith Environmental Protection Rules 1986;

2. Water/Air (Prevention andcontrol of pollution) Act 1974;

3. FactoriesAct 1948 and rules madethere under;

4. Industrial DisputeAct 1947 and rules made there under;

5. The Manufacture Storage and Import of Hazardous Chemical Rules 1989;

6. The HazardousWaste (Management Handling andTransboundary Movement) Rules 2008;

7. The Payment ofWagesAct 1936andrulesmadethereunder;

8. Minimum WagesAct 1948 andthe rules madethere under;

9. Employees'State InsuranceAct 1948andrules madethere under;

10. TheEmployees Provident FundandMiscellaneous ProvisionsAct 1952andtherulesmadethere under;

11. PaymentofBonusAct 1965andrules madethere under;

12. ThePayment of GratuityAct 1972 andrules madethere under;

13. TheContract Labour (Regulation andAbolition)Act 1970and rules madethere under;

14. TheApprenticeAct 1961;

15. TheEqual RemunerationAct 1976andrulesmadethere under;

16. Trade UnionAct 1926 andrules madethere under;

17. The Employees CompensationAct 1923and rules madethere under;

18. Maharashtra Mathadi Hamal&Other ManualWorkers (Regulation ofEmployment&Welfare)Act 1969; We have also examined compliance with the applicableclauses of the ListingAgreements entered into bythe CompanywithBombay Stock Exchange (BSELimited); During the period under review the Company has complied with the provisions oftheAct Rules Regulations Guidelines Standardsetc. mentionedabovesubjecttothefollowingobservations: Section 203 of the Companies Act 2013 requires Appointment ofKey Managerial Personnel (KMP) by the Company.Ason31st March2015ChiefFinancialOfficerwasnotappointedbytheCompanybut beforesigning the ReportthesamewascompliedbutCompany Secretarywasnotappointedtilldate.

FormMGT-14for Unaudited Financial Resultsforthequarter ended30.06.2014was notfiled.

Section 138 requires appointment of an Internal Auditor. As of 31st March 2015Internal Auditor was not appointment bythe Company butthe same wascomplied bythe Companybefore signingthe Report.

Wefurther reportthat

The Board of Directors of the Company was not duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors but the Company hasduly constituted the same before signing of the said report. The changes in thecomposition of the Board of Directors that took place during the period underreviewwerecarriedoutin compliancewiththe provisions of the Act.

We also report that asregards the provisions of notices of board meeting sending ofagenda papers holding of board meetings as laid down in the Act are concerned they arenot strictly and properly followed by the company.

Majority decisionsare carried through while the dissenting members' views arecapturedandrecordedaspart of theminutes.

We further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

We further report that during the audit period there were some major specificevents/actions having a major bearing on the company's affairs suchas: Special Resolutionswas passed by the Company under Section 180 (1) (a) and Section 180 (1) (c) of theCompaniesAct2013 at the 25th Annual General Meeting held on 31.03.2015.

The New Articles of Associations was adopted by the Company in conformity with theCompanies Act 2013 at the 25th Annual General Meeting held on 31.03.2015.

Shri. Surya Prakash Pandey and Shri. Govind Krishna Sharma were appointed as anIndependent Director of the Company for atermof five years attheAnnual General Meetingheldon31.03.2015.

Compounding of offences were made by the Company under various sections i.e. underSection 224(8) 136 193(1) 211 217 383A 209(1) of the Companies Act 1956 and theCompounding charges levied by RD was paid in full whereas the said chargeswere partly-paidincaseof CLB.

Registrar of Companies Pune has filed a case against Company for non-compliance of theSection  43 of the CompaniesAct 1956.

Pankaj S. Desai
Practicing Company Secretary:
Place:- Mumbai ACS No:. 3398
Date:-28.08.2015 C.P.No.: 4098

This report is to be read with our letter of even date which is annexed asAnnexureIandforms an integral part of this report.

Annexure I (Integral part of Secretarial Audit Report)

To

The Members

Shreyas Intermediates Limited

Our reportofeven date isto bereadalongwiththis letter.

1. Maintenance of Secretarial records is the responsibility of the management of thecompany. Our responsibility istoexpress an opinion onthese secretarial records based onouraudit.

2. We have followed the audit practices and processes as were appropriate to obtainresponsible assurance about the correctness of the contents of secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practiceswefollowprovidearesponsiblebasisforouropinion.

3. We have not verified the correctness and appropriateness of financial records andbooks of accounts of the company.

4. Wherever required we have obtained the management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The complianceofthe provision of corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examinationwaslimitedtoverification of procedures ontest basis.

6. The secretarial audit report is neither an assurance as to the future viability ofthe company nor the efficacy or effectiveness withwhich the management has conductedtheaffairs ofthe company.

Pankaj S. Desai
Practicing Company Secretary:
Place:- Mumbai ACS No:. 3398
Date:-28.08.2015 C.P.No.: 4098