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Sreechem Resins Ltd.

BSE: 514248 Sector: Industrials
NSE: N.A. ISIN Code: INE377C01010
BSE 00:00 | 13 Apr Sreechem Resins Ltd
NSE 05:30 | 01 Jan Sreechem Resins Ltd
OPEN 7.96
PREVIOUS CLOSE 8.75
VOLUME 1100
52-Week high 13.17
52-Week low 7.00
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 7.96
CLOSE 8.75
VOLUME 1100
52-Week high 13.17
52-Week low 7.00
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Sreechem Resins Ltd. (SREECHEMRESINS) - Director Report

Company director report

Dear Members

We are pleased to present the report on our business and operations for the year ended31st March 2017.

1. Results of our Operations:

The Company's financial performance for the year ended 31st March 2017 issummarised below;

(Figures in Rs. ‘000)

Particulars FY 2016-2017 FY 2015-2016
Revenue from Operations 249589 244246
Other Income 502 1306
Total Income 250091 245552
Total Expenses 252816 248597
Profit Before Tax & Extraordinary Items (2725) (3045)
Tax Expense
- Current Tax - -
- Deferred Tax Liability/(Assets) 108 27
Net Profit/(Loss) for the Year (2617) (3072)

a. Review of operations and affairs of the Company:

During the year under review the Company has made Profit of Rs. 24.21 lacs beforeInterest Depreciation & Tax as compared to Profit of Rs. 24.66 lacs in previous year.However there was a loss of Rs 26.17 lacs after Interest Depreciation and taxes againstRs. 30.72 lacs loss last year. During the year Sales were maintained around last yeardespite severe competition from other Producers. The Directors have initiated costreduction measures. The Directors do not expect the situation to improve in the forceablefuture as orders inflows have reduced.

b. Dividend:

Due to loss during the year your Company do not recommend any Dividend during the yearunder review.

c. Transfer to Reserves:

The Company has not proposed to transfer any amount to any reserve.

d. Deposits:

During the year under review your company has not accepted any deposits from thepublic within the meaning of section 76 of the Companies Act 2013 and the rules thereunder. There are no public deposits which are pending for repayment.

e. Particulars of loans guarantees or investments:

It is hereby informed that the Company has not given any Loans.No fresh investmentswere made norgiven any guarantee or provided any security during the financial year underreview.

f. Particulars of contracts or arrangements made with related parties:

The Company has not entered into any Contracts or arrangements with related partiesreferred to in section 188(1) of the Companies Act 2013 during the financial underreview except to the extent of remuneration to Managing Director Jt. Managing Directorand other Directors of the Company. The Policy on Related Party Transaction is availableon our website www.sreechem.in

g. Variation in market Capitalization:

During the financial year under review the Securities of your Company were listed butthe trading of these securities was under suspension at BSE Limited thus the company isnot able to provide any Market Price data for the securities of the Company.The Company isalso listed in Kolkata and Bhubaneshwar Stock Exchange. The data w.r.t. to Net-worth ofthe Company is provided hereunder.

Particulars F.Y. 2016-2017 F.Y. 2015-2016
Net-Worth 60394360 63011374

The Company is pursuing the matter of revocation in suspension of Trading with the BSELimited.

h. Management's Discussion and Analysis:

Management's Discussion and Analysis Report for the year under review as stipulatedunder Schedule V (B) of Regulation 34(2)(e) of SEBI (Listing Obligations & DisclosureRequirements)Regulations 2015 is appended as Annexure Ito this report.

i. Director's Responsibility Statement:

Pursuant to Section 134(3)(c) and Section 134(5) of the Companies Act 2013 the Boardof Directors to the best of their knowledge and ability confirm that:

(i) in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;

(ii) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period;

(iii) the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013(erstwhile Companies Act 1956) for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;

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

(v) the directors have laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and operating effectively;

(vi) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

j. Recommendations of the Audit Committee:

During the year under review all the recommendations made by the Audit Committee wereaccepted by the Board.

2. Human Resource Management:

To ensure good human resources management at Sreechem Resins Limited we focus on allaspects of the employee lifecycle. This provides a holistic experience for the employee aswell. During their tenure at the Company employees are motivated through variousskill-development engagement and volunteering programs.

All the while we create effective dialogs through our communication channels to ensurethat the feedback reach the relevant teams including the leadership.

a. Particulars of employees:

The table containing the details of remuneration of Directors and Employees inaccordance with the provisions of Section 197(12) of the Companies Act 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is appended as Annexure III to this report.

There are no employees who were in receipt of remuneration in excess of the ceilingprescribed in the Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

Further as on 31st March 2017 the Company had 49 employees and theDisclosure with respect to details of the Top 10 employees as on 31st March 2017 inpursuance to Rule 5(2) & Rule 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are given under Annexure-IV:

The Company currently do not provide any Employee Stock Option Scheme/Employee StockPurchase Scheme to its employees.

b. Key Managerial Personnel:

i. Managing Director or Chief Executive Officer or Manager and in their absence aWholeTime Director:

0 Mr.Satya Narayan Kabra (DIN: 00556947) is the Managing Director.

ii. Company Secretary:

0 Ms Suman Murarkawas appointed as Company Secretary of the Company w.e.f. 12th September2016

iii. Chief Financial Officer:

0 Mr. Prabhu Dayal Somani is the Chief Financial Officer.

3. Corporate Governance:

Corporate governance is an ethically driven business process that is committed tovalues aimed atenhancing an organization's brand and reputation. This is ensured by takingethical businessdecisions and conducting business with a firm commitment to values whilemeetingstakeholders' expectations. At Sreechem Resins Limited it is imperative that ourcompanyaffairs are managed in a fair and transparent manner. This is vital to gain andretain the trust ofour stakeholders. The Company is committed to maintain the higheststandards of corporategovernance and adhere to the corporate governance requirements setout by SEBI. The Companyhas also implemented several best corporate governance practicesas prevalent globally.

As per the Regulation 15(2)(a) of Chapter IV of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015; The compliance withthe Corporate Governance provisions as specified in regulations 17 18 19 20 2122 2324 25 26 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C D and E of Schedule V shall not apply in respect of the Listed entity having paid upEquity share capital not exceeding Rs. 10 Crore and Net-worth not exceeding of 25 Croreas on the last day of the Previous financial year. It is hereby informed that your Companyduring the Previous financial year had the paid-up capital of Rs. 40000000 divided into 4000000 Equity Shares of Rs. 10/- each and the Net-worth of the Company was Rs.603.94 Lakhs. Thus the compliance with provisions of Corporate Governance in accordancewith Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 is not applicable to your Company.

a. Compliance Department:

During the year under review the following changes took place with respect to theCompliance Officer of the Company:

• Ms. Suman Murarka was appointed as Company Secretary cum Compliance officer ofthe Company w.e.f. 12th September 2016.

The Compliance department of the Company is responsible for independently ensuring thatthe operating and business units comply with regulatory and internal guidelines. Newinstructions/guidelines issued by the Regulatory authorities were disseminated across theCompany to ensure that the business and business units operate within the boundaries setby the regulators and that compliance risks are suitably monitored and mitigated in courseof their activities & processes.

b. Information on the Board of Directors of the Company:

During the year under review following changes took place in the Composition of Boardof Directors of the Company;

(i) The Shareholders at the Annual General Meeting of the Company held on 30thSeptember2016 approved the following;

a. Re-appointment of Mr. Uttam Jhawar (DIN: 00631065) and Mr. Sanjay Bansal (DIN:00142576) who retired by rotation and being eligible offered themselves forre-appointment.

In compliance with the Companies Act 2013 the following directors are proposed to beappointed/re- appointed as Director/Independent Directors/Executive Director of theCompany by the approval of the Share Holders of the Company;

(i) Ms. Rajee Sharma (DIN: 01771103) retires by rotation at this Annual General Meetingand being eligible has offered herself for re-appointment.

c. Board Diversity:

The Company recognizes and embraces the importance of a diverse board in its success.We believe that a truly diverse boardwill leverage differences in thought perspectiveknowledge skill regional and industry experience cultural and geographical backgroundage ethnicity race and gender which will help usretain our competitive advantage. TheBoard has adopted the BoardDiversity Policy which sets out the approach to diversity ofthe Board of Directors. The Board Diversity Policy is available on our websitewww.sreechem.in

d. Details with regards to meeting of Board of Directors and attendance during the yearof the Company:

(i) Composition of the Board of Directors as on the date of this Report is mentionedbelow;

Name of the Director Designation Category
Mr. Satya Narayan Kabra Managing Director Executive Director
Mr.Binod Sharma Jt. Managing Director Executive Director
Mr.Shashi Kant Joshi Director Independent Director
Mr. Sanjay Bansal Director Independent Director
Mrs. Rajee Sharma Woman Director Woman Director
Mr. UttamJhawar Director Independent Director

(ii) Meeting of Board of Directors and Attendance During the Year:

During the FY 2016-2017 9(Nine) meetings of the Board of Directors of the Company wereheld i.e. on 15th May 2016 30th May 2016 16th June2016. 13th August 2016 22ndAugust 2016 12thSeptember2016 12th November 2016 2nd December 2016 and 14thFebruary 2017. The gap between two meetings did not exceed 120 days. The attendance ofthe members at the Board of Directors meetings was as follows:

Name of Director

Attendance Particulars

No. of Directorships in other Public Company

No. of Chairman / Membership of Board Committees in other Companies#

Board Meetings Last AGM Chairman Member
Mr. Satya Narayan Kabra 9 YES - - -
Mr. Binod Sharma 8 YES - - -
Mr. Shashi Kant Joshi 7 YES - - -
Mr. Sanjay Bansal 5 NO - - -
Mrs. Rajee Sharma 5 YES - - -
Mr. UttamJhawar 4 NO - - -
Mr. B.M. Banerjee 3 NO - - -
Mr. Vikram Kabra 4 YES - - -
Mr. Vibhor Sharma 4 YES - - -

The Directorships held by the Directors as mentioned above do not include AlternateDirectorships and Directorships held in Foreign Companies and Companies registered underSection 25 of the Companies Act 1956 or Section 8 of the Companies Act 2013.

In accordance with Regulation 26 (1) (b) of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015Membership/Chairpersonship of only the Audit Committees andStakeholders' Relationship Committee in all Public Limited Companies has only beenconsidered.

e. Policy on Directors' Appointment and Remuneration:

The Board was restructured during the financial year. Sri B.M. Banerjee Sri VikramKabra and Sri Vibhor Sharma resigned during the year. The current policy is to have anappropriate mix of executive nonexecutive and independent directors to maintain theindependence of the Board and separate its functions of governance and management. As on31st March 2017 the Board consist of 6 Members 2 of whomis ExecutiveDirector and 1 of whom is aWoman Director and the 3 others are Independent Directors. TheBoard periodically evaluates the need for change in its composition and size.

The Policy of the Company on Director's Appointment and Remuneration includingcriteria for determining qualifications positive attributes independence of director andother matters provided under Section 178(3) of the Companies Act 2013 adopted by theBoard is appended as Annexure III to this report. We affirm that the Remuneration paid tothe directors is as per the terms laid out in the said policy.

f. Declaration by Independent Directors:

The Company has received necessary declarations from each Independent Director(s) underSection 149(7) of the Companies Act 2013 that they meet the criteria of independencelaid down in Section 149(6) of the Companies Act 2013.

g. Training of Independent Directors:

Every new Independent Director at the time of appointment is issued a detailedAppointment Letter incorporating the Role Duties and Responsibilities Remuneration andPerformance evaluation process Code of Conduct and obligations on disclosures.

Further every new Independent Director is provided with copy of latest Annual Reportthe Code of Conduct the Code of Conduct for Internal Procedures and to Regulate Monitorand Report Trading by Insiders ("Code of Conduct - PIT") and the Code ofPractices & Procedures for Fair Disclosure of Unpublished Price Sensitive Information(the "Fair Practice Code") Tentative Schedule of upcoming Board andCommitteemeetings.

The Company through its Executive Directors / Key Managerial Personnel conduct programs/presentations periodically to familiarize the Independent Directors with the strategyoperations and functions of the Company.

Thus such programs / presentations provides an opportunity to the Independent Directorsto interact with the senior leadership team of the Company and help them to understand theCompany's strategy business model operations service and product offerings marketsorganization structure finance human resources technology quality facilities and riskmanagement and such other areas as may arise from time to time. The Policy on theFamiliarization Programme for Independent Directors is available on our websitewww.sreechem.in

h. Board's Committees:

Currently the Board has three Committees: the Audit Committee the Nomination andRemuneration Committee and the Stakeholder's Relationship Committee. All Committees areappropriately constituted

(i) The details of the composition of the Committeesas on the date of this Report ismentioned below:

Name of the Committee Name of the Company Member Position in the Committee
Audit Committee Mr. Shashi Kant Joshi Chairman
Mr. UttamJhawar Member
Mr. Binod Sharma Member
Nomination and Mr. Shashi Kant Joshi Chairman
Remuneration Committee Mr. Sanjay Bansal Member
Mr. Uttam Jhawar Member
Stakeholders Mr. Uttam Jhawar Chairman
Relationship Committee Ms. Rajee Sharma Member
Mr. S. N Kabra Member

(ii) MEETING OF AUDIT COMMITTEE AND ATTENDANCE DURING THE YEAR:

During the financial year under review The Audit Committee Meetings were held 5 timesin a year viz. on 15th May 2016 30th May 2016 13thAugust 2016 12th November 2016 and 14th February 2017 and theattendance of the members at the Audit Committee meetings was as follows:

Name of the Director

Attendance Particular

Meeting Held during their tenure Meeting Attended during their tenure
Mr.Shashi Kant Joshi 5 5
Mr.Uttam Jhawar 5 4
Mr. B.M. Banerjee (Up to 11.09.16) 3 2
Mr. Binod Sharma 5 2
Mr. Vikram Kabra (Up to 11.09.16) 3 1

(iii) MEETINGS OF NOMINATION AND REMUNERATION COMMITTEE AND ATTENDANCE DURING THE YEAR:

During the financial year under review The Nomination and Remuneration CommitteeMeetings was held one time in a year viz.on 30th May 2016 the attendance ofthe members at the Nomination and Remuneration Committee meeting was as follows:

Name of the Director

Attendance Particular

Meeting Held during their tenure Meeting Attended during their tenure
Mr. Shashi Kant Joshi 1 1
Mr. B.M. Banerjee (Up to 11.09.16) 1 1
Mr. Uttam Jhawar 1 1
Mr. Satya Narayan Kabra (From 12.09.16)

-

-

(iv) MEETING OF STAKEHOLDER RELATIONSHIP COMMITTEE AND ATTENDANCE DURING THE YEAR:

During the financial year under review Stakeholder Relationship Committee Meetingswere held 4 times in a year viz. 15th May 201613th August 201612th November 2016 and 14th February 2017 and the attendance ofthe members at the Stakeholder Relationship Committee meeting was as follows:

Name of the Director

Attendance Particular

Meeting Held during their tenure Meeting Attended during their tenure
Mr. B. M. Bajerjee (Up to 11.09.16) 2 2
Mr.Shashi Kant Joshi (From 12.09.16) 2 2
Mr. VikramKabra (Up to 11.09.16) 2 2
Mr. Binod Sharma 4 2

i. Board Evaluation:

The Board of Directors has carried out an Annual Evaluation of its "ownperformance" "Board committees" and "Individual Directors"pursuant to the section 134(3) of the Companies Act 2013.

The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the Committees was evaluated by the Board after seeking inputs fromthe Committee members on the basis of the criteria such as the composition of Committeeseffectiveness of Committee meetings etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the individual Directors on the basis of the criteria such as thecontribution of the individual Director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc.

In a separate meeting of Independent Directors performance of non-IndependentDirectors performance of the Board as a whole was evaluated The same was discussed inthe Board meeting that followed the meeting of the Independent Directors at which thereport as submitted by the Independent Directors was taken on record and discussed.

j. Listing:

The equity shares of Sreechem Resins Ltd. (Scrip Code: 514248) are listed at BSEBhubaneshwar & Kolkata.

Your Company paid the Listing Fees to the BSE Limited for FY 2016-2017 in terms ofUniform Listing Agreement entered with the said Stock Exchange.

k. Insider Trading

In compliance with the SEBI (Prohibition of Insider Trading) Regulations 2015 yourCompany has constituted a comprehensive Code titled as "Code of Conduct forInternalProcedures and to Regulate Monitor and Report Trading by Insiders" whichlays down guide lines and advises the Directors and Employees of the Company on proceduresto be followed and disclosures to be made while dealing insecurities of the Company. Thesaid policy is available on our website www.sreechem.in

4. Auditors:

a. Statutory Auditor:

At the Annual General Meeting held on 30th August 2015 M/s. R.C. Jhawer& Co.. Chartered Accountants (Firm Registration No. 310068E) were appointed asstatutory auditors of the Company from the conclusion of the 27th AnnualGeneral Meeting of the Company till the conclusion of the Annual General Meeting to beheld in the year 2020. Subsequently the company received a written unwillingness letterfrom M/s. R.C. Jhawer & Co.. Chartered Accountants (Firm Registration No.310068E)stating their unwillingness to continue as the Statutory Auditors of the companyfrom the conclusion of the ensuing Annual General Meeting and on the recommendation ofthe Audit Committee M/s. Puja Somani & Co. Chartered Accountants (Firm RegistrationNo. 328778E) Chartered Accountants are proposed to be appointed as Auditors of the

Company to hold ofuce from the conclusion of the 29th Annual General Meetingtill the conclusion of the Annual General Meeting of the Company to be held in the year2022 (subject to ratiucation of their appointment at every AGM).

b. Secretarial Auditors:

The Board of Directors at the meeting held on 16thSeptember 2016 hadappointed M/s. J. Patnaik & Associates Company Secretaries as the Secretarial Auditorof the Company for the FY 2016-2017.

The Secretarial Audit Report for the FY 2016-2017 is appended as Annexure VI to thisreport.

c. Comments of the Board on the qualification/reservation/adverse remarks/disclosuremade:

by the Secretarial Auditor in the Secretarial Audit Report:

(i) by the Statutory Auditor in the Audit Report:

The Statutory Auditor report does not contain any qualifications reservations oradverse remarks.

(ii) a. The Company has not appointed an Auditor/Firm of Auditors who has/havesubjected himself/themselves to peer review process and holds a valid certificate issuedby Peer Review Board of Institute of Chartered Accountants of India as stipulated underRegulation 33 (1)(d) SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.

The Board with respect to the above mentioned qualification herewith submits that theBoard has appointed M/s. Puja Somani & Co. Chartered Accountants (Firm RegistrationNo. 328778E) {herein after M/s. Puja Somani & Co. Chartered Accountants (FirmRegistration No. 328778E as Auditors of the Company to hold office till the conclusion ofthe Annual General Meeting of the Company to be held in the year 2022 (subject toratiucation of their appointment at every AGM) However M/s. Puja Somani& Co.Chartered Accountants (Firm Registration No. 328778E) {herein after M/s. Puja Somani&Co. Chartered Accountants (Firm Registration No. 328778E)} has not subjected themselvesto peer review process under the Peer Review Board of Institute of Chartered Accountantsit was assured by them that they shall subject themselves to peer review process under thePeer Review Board of Institute of Chartered Accountants shortly.

d. Internal Financial Control

The Board has adopted the policies and procedures for ensuring theorderly and efficientconduct of its business including adherence tothe Company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialdisclosures.

e. Risk Management:

The Company has a robust Risk Management framework to identify evaluate business risksand opportunities. This framework seeks to create transparency minimize adverse impact onthe business objectives and enhance the Company's competitive advantage. The business riskframework defines the risk management approach across the enterprise at various levelsincluding documentation and reporting. The framework has different risk models which helpin identifying risks trend exposure and potential impact analysis at a Company level asalso separately for business segments. The Company has identified various risks and alsohas mitigation plans for each risk identified. The Risk Management Policy of the Companyis available on our website www.sreechem.in

f. Vigil Mechanism:

The Company has established a mechanism for Director's and employee's to report theirconcerns relating to fraud malpractice or any other activity or event which is againstthe interest of the Company.

The Whistle Blower Policy is in place. Employees can report to the Management concernedunethical behaviour act or suspected fraud or violation of the Company's Code of ConductPolicy. No Employee has been denied access to the Audit Committee. The Whistle BlowerPolicy is available on our website www.sreechem.in

g. Statement on Material Subsidiary:

The Company currently do not have any Material Subsidiary. The Policy on Identificationof Material Subsidiaries is available on our website www.sreechem.in

5. Corporate Social Responsibility:

As per the provision of Section 135 of the Companies Act 2013 all companies having anet worth of Rs. 500 crore or more or a turnover of Rs. 1000 crore or more or a netprofit of Rs. 5 crore or more during any financial year are required to constitute a CSRcommittee and hence our Company do not meet the criteria as mentioned above the Companyhas not constituted any Corporate Social Responsibility Committee; and has not developedand implemented any Corporate Social Responsibility initiatives and the provisions ofSection 135 of the Companies Act 2013 is not applicable to the Company.

a. Particulars on conservation of energy research and development technologyabsorption and foreign exchange earnings and outgo:

(i) Energy Conservation:

Conservation of energy continues to receive increased emphasis and steps are beingtaken to reduce the consumption of energy at all levels. The Company has taken steps toconserve energy in its office use consequent to which energy consumption had beenminimized. No additional Proposals/ Investments were made to conserve energy. Since theCompany has not carried on industrial activities disclosures regarding impact of measureson cost of production of goodstotal energyconsumption etcare not applicable.

(ii) Foreign Exchange Earnings and Outgo:

The Company has not earned or spent any foreign exchange during the year under review.

(iii) Research and Development & Technology Absorption:

The Company has not adopted any technology for its business and hence no reporting isrequired to be furnished under this heading. The Company will adopt necessary technologyas and when required in the furtherance of the business.

6. Others:

a. Extract of Annual Return:

In accordance with Section 134(3)(a) and Section 92(3) of the Companies Act 2013 anextract of the Annual Return in the prescribed format is appended as Annexure VII to thisReport.

b. Significant and Material Orders:

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.

c. Disclosure under the Sexual Harassment of Women at workplace (PreventionProhibition and Redressal) Act 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementof the Sexual Harassment of Women at workplace (Prevention Prohibition and Redressal) Act2013. All the employees (permanent Contractual temporary Trainees) are covered underthis policy.

During the year under review no complaints were received falling under the category ofSexual Harassment of Women.

d. Other Disclosures:

Your Directors state that no disclosure or reporting is required in respect to thefollowing items as there were no transactions on these items during the year under review:

(i) Issue of equity shares with differential rights as to dividend voting orotherwise.

(ii) Issue of shares (including sweat equity shares) to employees of the company underany scheme.

(iii) Redemption of Preference Shares and/or Debentures.

oieeciiem Resms liu.

e. Reporting of Fraud by Auditors:

No Fraud has been reported by the Auditors of the Company under Section 143(12) of theCompanies Act 2013.

f. Soliciting Shareholders Information:

This is to inform you that the company is in process of updation of records of theshareholders in order to reduce the physical documentation as far as possible.

With new BSE Uniform listing agreement it is mandatory for all the investors includingtransferors to complete their KYC information. Hence we have to update your PAN No.Phone no. and e-mail id in our records. We would also like to update your currentsignature records in our system. To achieve this we solicit your co-operation inproviding the following details to us;

a. If you are holding the shares in dematerialized form you may update all your recordswith your Depository Participant (DP).

b. If you are holding shares in physical form you may provide the following:

i. Folio No.

ii. Name

iii. Pan No.

iv. E-mail ID

v. Telephone No.

vi. Specimen Signatures (3 in Nos.)

7. Acknowledgement:

Your Directors wish to place on record their appreciation for the contribution made bythe employees at all levels but for whose hard work and support your company'sachievements would not have been possible. Your Directors also wish to thank itscustomers dealers agents suppliers investors and bankers for their continued supportand faith reposed in the company.

By Order of the Board of Directors For SREECHEM RESINS LIMITED

Sd/- Sd/-
SATYA NARAYAN KABRA BINOD SHARMA
Date: 14.08.2017 (DIN: 00556947) (DIN: 00557039)
Place: Kolkata Managing Director Jt. Managing Director

ANNEXURE- I

Information as per Section 217(1) (e) read with Companies (Disclosure of particulars inthe report of Board of Directors) Rules 1988 and forming part of the Directors Report forthe year ended 31st March 2017.

1. CONSERVATION OF ENERGY:

Company has taken various steps for conservation of energy and has installed energyefficient equipments and thereby able to minimize the energy consumption.

TOTAL ENERGY CONSUMPTION AND ENERGY CONSUMPTION PER UNIT OF PRODUCTION AS PER FORM-A OFTHE ANNEXURE TO THE RULES IN RESPECT OF INDUSTRIES SPECIFIED IN THE SCHEDULED THERETO:

A. POWER & FUEL CONSUMPTION 2016-2017 2015-2016
1. Electricity
Purchased Unit KWH 458505 382842
Total Amount Rs. 3780387 2827729
Rate Rs./KWH 8.25 7.39
2. Own Generation through Diesel Generator Units KWH 3092473 3026587
Unit per Litre of Diesel KWH/ Ltr. 3.19 3.16
Cost per Unit Rs./ KWH 17.86 17.43
B. Consumption per Unit Production
(Electricity) KWH/MT 141 139

TECHNOLOGY ABSORPTION:

A. Research & Development (R & D)

a. Specific areas in which R & D carried out by the Company:

— New Product development

b. Benefits derived as a result of above R & D :

— Addition to the existing range of products.

— Cost reduction

c. Further plan of action :

— The Company will continue to further develop the Research & Development inthe above areas and identify new areas of applications.

d. Expenditure on R & D :

— The expenditure on R & D was incurred in developing and commercializingproducts and as such specific expenditure under this head cannot be classified.

B. Technology Absorption Adoption and Innovation :

There is no technical collaboration agreement. The Company is manufacturing with thehelp of in-house developed technology. The entire range of product is manufactured throughknow-how developed by the Company in-house.

C. Foreign Exchange earnings and Outgo :

Earnings - Rs. 9752573.00 (P/Y Rs. 7759925.00)

Outgo - Rs. NIL (P/Y Rs. NIL)

By Order of the Board of Directors For SREECHEM RESINS LIMITED

Sd/- Sd/-
SATYA NARAYAN KABRA BINOD SHARMA
Date: 14.08.2017 (DIN: 00556947) (DIN: 00557039)
Place: Kolkata Managing Director Jt. Managing Director