Directors Report of Sunshield Chemicals Ltd.

Mar 31, 2025

Your Directors are pleased to submit their 38^th Annual
Report of the business operations together with the
Audited Financial Statements of the Company for the
year ended 31^st March 2025:

1. OVERVIEW OF FINANCIAL RESULTS

	2024-2025	2023-2024
Sales	36500	28203
Other Operating Income	79	135
Revenue from Operations	36579	28338
Other Income	315	148
Total Income	36894	28486
Less: Materials Consumed	27063	19277
Employees Remuneration & Benefits	1908	1639
Manufacturing, Administrative, Selling & Other Expenses	4231	3379
Total Expenses	33202	24295
Operating Profit (EBITDA)	3692	4191
Less: Finance Cost	910	779
Profit Before Tax & Depreciation	2782	3412
Less: Depreciation	977	738
Net Profit Before Tax	1805	2674
Less: Tax Expense Current Tax Expense Deferred Tax Prior Year Tax Adjustments	395 (55) 7	756 34
Net Profit after Tax	1458	1885
Other Comprehensive Income Add: Remeasurements of post¬ employment benefit obligation	(27)	(43)
Income tax related to items that will not be reclassified to profit or loss	7	12
Total Comprehensive Income for the period	1438	1854
Earnings per share
Basic & Diluted	19.83	25.63

In the preparation of the financial accounts and
the statements, the Company has followed the
Companies (Indian Accounting Standards) Rules
2015, as amended.

2. FINAL DIVIDEND

Based on the Company''s performance, your
Directors are pleased to recommend for approval
of Members a final dividend @ of '' 2.5/- (previous

year - '' 2.40) per equity share of the face value
of '' 10.00/- each for the financial year 2024-25.
Dividend, if approved, aggregating to '' 183.83
lakhs.

TRANSFER TO RESERVE

There is no amount proposed to be transferred to
General Reserves out of the profit for the Financial
Year 2024-25.

3. RIGHTS ISSUE

During the year, the company proposed to issue
equity shares on a rights basis to the existing eligible
equity shareholders for an amount aggregating up
to '' 1500 lakhs. The proceeds of the said issue are
proposed to be utilized towards interalia, repayment
of borrowings availed by the company, capital
expansion and general corporate purposes. The
draft letter of offer dated 30^th September 2024 was
filed by the company with Securities and Exchange
Board of India ("SEBI") and BSE Limited ("BSE")
on which the Rights Equity Shares are proposed to
be listed. The company received letter from BSE
granting in-principle approval for undertaking the
Issue. Further SEBI issued final observations on the
DLOF vide its letter dated 12^th March 2025. The
company is in the process of filing the letter of offer
with BSE and SEBI.

4. MANAGEMENT''S DISCUSSION AND ANALYSIS:
F.Y. 2024-2025

I. Industry Structure & Development: -

The chemical industry serves as a fundamental
pillar of the global economy and acts as a key
enabler for various sectors. From electronics
and paints to pharmaceuticals and cosmetics,
chemicals are integral across diverse
applications, making them essential for the
sustainable development of multiple industries.

In the Indian context, the chemical industry holds
a prominent position in the nation''s economic
growth. Among its various sub-segments,
specialty chemicals represent a high-growth,
innovation-driven category characterized by
low-volume, high-value chemical formulations
that are tailored for specific end uses.

Specialty chemicals are distinguished by their
performance or functional attributes rather
than just their chemical composition. These
products demand deep technical knowledge,
consistent innovation, and a customer-centric
development approach. The specialty chemical
segment continues to gain strategic importance,
both domestically and globally, due to its
application-driven nature and strong end-user
focus.

The Company operates in the specialty chemicals
segment, catering to niche requirements across
a broad spectrum of industries. We specialize in
the manufacture and sale of a diverse range of
customized and specially formulated chemical
products, addressing the evolving needs of
sectors such as Home and Personal Care,
Industrial Formulations, Paints and Coatings,
Agrochemicals & Lubricants and Additives.

We serve a wide base of reputed customers
across India and in international markets,
including the Americas, Europe, and the Far
East. Our clients operate in a multitude of
industries, including but not limited to Metal
Treatment, Wire Enamels and Insulation, PVC
Stabilizers, Inks and Coatings, Agrochemicals
and Fertilizers, Plastics, Polymers, and Rubber,
Textile Processing, Latex Products and Tyres,
Home and Personal Care, Cosmetic and
Detergent Formulations.

Our continued focus on product innovation,
customization, and deep industry understanding
enables us to consistently meet the dynamic
requirements of our clients. As industries evolve
and demand more efficient, sustainable, and
specialized solutions, the Company remains
committed to delivering high-performance
chemical products that create value across the
supply chain.

Details of the Company''s main products and its
end use applications are as below:

Products	End use Applications
THEIC	Available in both powder as well as in noodles form. Its end-use includes applications as heat stabilizers and PVC stabilizer.

Propoxylates	industry, emulsifiers in dye manufacture, means for dissolution and floatation, constituents of agro insecticides and herbicides, and in many other industrial applications. These products have applications as low-foaming nonionic surfactants and have excellent wetting and dispersing properties.
Antioxidants	The aminic antioxidants market has been segmented on the basis of application into plastic processing, rubber processing, fuel & lubricants and adhesives.
HQEE	HQEE is a specialty elastomer and crosslinking agent used as a chain extender for polyurethanes (PU). It is well suited for finishing and improving properties of materials.
BC 700	Used as a matting and effects agent for the paint and varnish industry.

II. Operating and Financial Performance of the
Company

	F.Y. 2024-2025	F.Y. 2023-2024	Change over Previous year
i) Exports	6130	6503	(5.73%)
ii) Domestic	30370	21700	39.95%
iii) Other Operating Income	79	135	(41.48%)
Revenue from Operation	36579	28338	29.08%
Other Income	315	148	112.84%
Total Income	36894	28486	29.52%

In the financial year 2024-2025, the company
earned a total income of '' 36,894 lakhs, which
is a 29.52% increase compared to '' 28,486
lakhs in 2023-2024. Revenue from operations
rose to '' 36,579 lakhs from '' 28,338 lakhs,
mainly because of strong growth in domestic
sales. Domestic sales went up by 39.95%,
reaching '' 30,370 lakhs compared to '' 21,700
lakhs last year. However, export sales dropped
by 5.73%, from '' 6,503 lakhs to '' 6,130 lakhs,
showing a dip in international demand. Other
operating income also fell by 41.48%, down
to '' 79 lakhs from '' 135 lakhs. On the other
hand, other income more than doubled, rising
by 112.84% to '' 315 lakhs from '' 148 lakhs.
Overall, the company had a strong year, mainly
driven by growth in the domestic market.

The company saw strong growth in Ethoxylates
and Antioxidant-based products due to higher
demand and better pricing.

III. Outlook

The global specialty chemicals industry
continues to experience uncertainty due to
geopolitical tensions, trade wars, and evolving
tariff structures. These factors have disrupted
supply chains and increased the cost of key
raw materials. However, they have also
created new opportunities especially for Indian
manufacturers.

As many global companies look for alternatives
to other suppliers, India is emerging as top
choice for sourcing and manufacturing specialty
chemicals, as it opens up new chances to sell
our products internationally and strengthen our
position in the global market.

In India, the demand for specialty chemicals
is strong. The Company is well-positioned to
meet this demand with a focus on innovation,
customer partnerships, and operational
excellence.

To make the most of these opportunities, the
Company is increasing the local sourcing of
materials, expanding our production capacity,
and investing in research and development to
create specialized products. Additionally, we
are making efforts to improve our supply chain
flexibility, reducing dependence on volatile
international markets. Supportive government
policies, infrastructure development, and a
growing focus on ''Make in India'' are further
strengthening the outlook for our sector.
While we remain cautious of ongoing global
challenges, we are confident in our ability
to navigate this environment and deliver
sustainable growth.

The Company remains committed to creating
long-term value for stakeholders through
strategic investments, efficient operations, and
responsible growth.

Our products continue to be well received
by some of the world''s leading users of
specialty chemicals across a variety of
industrial applications. The Company has been
recognized as a reputable and dependable
supplier to many Indian and global consumers
of specialty products developed in-house.

IV. Risks and Concerns

The specialty chemicals industry is facing
significant risks due to ongoing tariff wars and
global conflicts, such as the Russia-Ukraine war
and tensions in the Middle East. These situations
have led to rising prices for raw materials and
supply chain disruptions. The ongoing trade
disputes between major economies, have
made it harder to predict costs and access key
materials. As a result, the cost of producing
chemicals has increased, and the overall market
has become more uncertain.

The Company is fully aware of these challenges
and has put in place a Risk Management
Framework to identify, assess, and reduce
the impact of these risks. The management
regularly reviews and discusses both current
and potential future risks, especially related
to tariffs, trade policies, and supply chain
instability. Effective risk management is crucial
for the success of the Company, and we take
continuous corrective actions to address any
issues.

A key risk we face is the availability of critical
raw materials, such as Ethylene Oxide (EO),
which is essential for producing several of our
products. Currently, EO is only supplied by
a single manufacturer in the country, so any
disruption to its supply could have a major
impact on production.

The Company is also committed to ensuring the
health and safety of its employees, customers,
and the surrounding community. Some of
our raw materials are hazardous, and there
are inherent safety risks in the manufacturing
process. To address these risks, we have
implemented strict safety measures, equipment,
and procedures that meet global safety standards
and legal requirements.

V. Internal Financials Controls and their adequacy

The Company has put in place internal checks
and controls to ensure smooth and efficient
operations, and these are continuously being
improved. These controls are designed to

ensure that the business runs in an orderly
manner, follows company policies, protects its
assets, prevents and detects fraud and errors,
maintains accurate accounting records, and
provides reliable financial information on
time. The internal and statutory auditors have
reviewed the effectiveness of the internal
financial controls. Based on their assessments,
the Board believes that the internal financial
controls are working well and that there are no
significant weaknesses.

VI. Key Financial Ratios

Key Ratios	2024-25	2023-24	Change
Current Ratio1	0.77	0.88	(12.37%)
Debt Equity Ratio	1.05	1.04	0.87%
Debt service Coverage Ratio2	1.94	2.59	(25.14%)
Return on Equity Ratio3	16.40%	25.44%	(35.53%)
Inventory Turnover Ratio	7.29	7.12	2.52%
Trade Receivable Turnover Ratio	6.53	6.44	1.45%
Trade Payable Turnover ratio	5.65	6.19	(8.70%)
Net Capital Turnover Ratio4	(8.87)	(19.40)	(53.98%)
Net Profit Ratio3	3.99%	6.65%	(40.05%)
Return on Capital Employed1	13.29%	19.56%	(32.06%)

¹ Due to increase in Current maturities of long¬
term borrowings.

² Increase in principal repayment amount
towards long-term borrowings

³ Reduction in Net Profit

⁴ Mainly due to increase in Current maturities
of long-term borrowings thereby reduction of
working capital.

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

5. DISCLOSURES UNDER COMPANIES ACT 2013

I. CORPORATE SOCIAL RESPONSIBILITY

The Board has approved the CSR policy of the
Company which is published on the Company''s
website at https://sunshieldchemicals.com/wp-
content/uploads/2021/12/CSR-Policy.pdf

CSR activities of the Company are carried
directly and through Non-Government
Organizations, who have track record of
minimum of 3 years in carrying out the activities,
and other criteria''s as prescribed under Section
135 of the Companies Act, 2013 read with
Schedule VII and Companies (Corporate Social
Responsibility Policy) Rules 2014, as amended
from time to time.

The Board Report on CSR is annexed herewith
as Annexure I.

II. ENERGY, TECHNOLOGY & FOREIGN
EXCHANGE

Information sought under the provisions of
Section 134 (3) (m) of the Companies Act, 2013,
read with Rule 8 of the Companies (Accounts)
Rules, 2014 regarding conservation of energy,
technology absorption and foreign exchange
earnings and outgo are given in the Annexure
II, forming part of this report.

III. ANNUAL RETURN

The Annual Return has been placed on the
website of the Company and can be accessed
at https://sunshieldchemicals.com

IV. CHANGES IN THE SHARE CAPITAL

There is no change in the share capital of
the Company during the financial year under
review. The paid-up equity share capital
as on 31^st March 2025 was '' 735.31 lakhs,
comprising of 73,53,060 equity shares of face
value of '' 10.00/- each.

V. NUMBER OF BOARD MEETINGS

The Board meets at regular intervals to discuss
and decide on business policies and strategy
apart from regular Board business. During
the financial year under review, the Board of
Directors met 5 times. The intervening gap
between the meetings was within the period
prescribed under the Companies Act, 2013.

The details of the Board meetings and the
attendance of Directors are provided in the
Corporate Governance Report.

VI. COMPOSITION OF AUDIT COMMITTEE

The Audit committee comprises of Mr. Ajit
Shah who is the Chairman of the Committee,
Mr. Cyrus Poonevala, Mr. Mukesh Malhotra
and Mr. Jeet Malhotra. During the financial
year under review, the audit committee met 5
times. More details on the committee are given
in the Corporate Governance Report.

All the recommendations of the audit committee
are accepted by the Board.

VII. BOARD INDEPENDENCE

The definition of Independence of Directors
is derived from Regulation 16 of SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations")
and Section 149(6) of the Companies Act,
2013. Based on the confirmation/ disclosures
received from the Independent Directors and
on evaluation of the relationships disclosed,
the following Non-Executive Directors are
Independent in terms of Regulation 16 of the
Listing Regulations, and Section 149(6) of the
Companies Act, 2013;

1. Mr. Ajit Shah

2. Mr. Cyrus Poonevala

3. Prof. Aniruddha Pandit

4. Mr. Mukesh Malhotra

In compliance with Schedule IV of the
Companies Act, 2013 and Rules thereunder,
the Independent Directors met on 13^th March
2025 to discuss inter alia issues as prescribed
under the schedule IV of the Companies Act,
2013.

VIII. ANNUAL EVALUATION BY THE BOARD

In compliance with the Companies Act, 2013
and Regulation 19 read with Schedule II of
Listing Regulations, the Board has carried out
the annual performance evaluation of its own
performance, the Directors individually as well
as the evaluation of Committees. A structured
questionnaire was prepared covering various
aspects of the Board''s functioning such
as adequacy of composition of Board and
committees, Board communication, timeliness
and unbiased information of right length and
quality of information, Board culture, execution
and performance of specific duties, obligations
and governance.

A separate exercise was carried out to evaluate
the performance of individual Directors
including the Chairman of the Board, who
were evaluated on parameters such as
attendance and participation in the discussion
and deliberation at the meeting, understanding
role and responsibilities as board member,
demonstration of knowledge, skill and
experience that make him/her a valuable
resource for the board.

The performance evaluation of the Independent
Directors was carried out by the entire Board.
The performance evaluation of the Chairman
and the Non-Executive Directors was carried
out by the Independent Directors. The Board
appreciated the contributions of all Directors
in the working of the Company on the basis of
evaluation carried out.

IX. DIRECTOR REMUNERATION POLICY

The Remuneration Policy of the Company is
hosted on the website of the company at the
following web link: https://sunshieldchemicals.
com/wp-content/uploads/2021/1 2/
Remuneration-Policy.pdf

X. COMMENTS ON AUDITORS REPORT

There are no qualifications, reservations or
adverse remarks or disclaimers made by M/s.
CNK & Associates LLP, Chartered Accountants,
Statutory Auditors, in their report and by M/s. P.
Naithani & Associates, Company Secretaries, in
their Secretarial Audit report.

several channels to report actual or suspected
frauds and violation of Company''s Code of
Conduct and/or Ethics Policy. There have been
no instances of denying any personnel seeking
access to the Chairman of the Audit Committee

The details of the policy have been disclosed
on the Company''s website at https://
sunshieldchemicals.com/wp-content/
uploads/2024/04/Whistle-Blower-Policy.pdf

XIV. CORPORATE GOVERNANCE

Detailed report on the Corporate Governance,
forms part of this Report. A certificate from
M/s. P. Naithani & Associates, Company
Secretaries, regarding compliance of conditions
of Corporate Governance as stipulated under
Regulation 34 read with Schedule V of Listing
Regulations is annexed to the said Report.

6. BOARD OF DIRECTORS COMPOSITION

The composition of the Board of Directors of the
Company is in complete conformity with the
requirements of Listing Regulations and Companies
Act 2013. The details of the Board of Directors, as

nn Hate* rtf thic rr>r»rtrf arc* ac imrlor’

Sr. no.	Name of Director	Category of Directorship
1.	Dr. Maya Parihar Malhotra	Non-Executive Chairman and Woman Director
2.	Mr. Ajit Shah	Non-Executive Independent Director
3.	Mr. Cyrus Poonevala	Non-Executive Independent Director
4.	Prof. Aniruddha Pandit	Non-Executive Independent Director
5.	Mr. Mukesh Malhotra	Non-Executive Additional Independent Director
6.	Mr. Jeet Malhotra	Managing Director & CEO
7.	Dr. Anand Parihar	Non-Executive Director

XI. RELATED PARTY TRANSACTIONS

All the related party transactions are entered on
arm''s length basis and are in compliance with
the applicable provisions of the Companies
Act, 2013 and the Listing Regulations. There
are no materially significant related party
transactions entered into by the Company with
Promoters, Directors or KMP etc., which may
have potential conflict with the interest of the
company at large.

All related party transactions are first approved
by the Audit Committee and thereafter placed
before the Board for their information.

A statement of all related party transactions is
presented before the Audit Committee meeting
on quarterly basis, specifying the nature, value
and terms and conditions of the transactions.

Since there are no material related party
transactions and also all the transactions with
related parties are at arm''s length and in the
ordinary course of business, no transactions
are required to be reported in Form AOC - 2.
Note No. 35 in the notes to financial statements
provides the details of all the related party
transactions.

The Related Party Transaction Policy is
uploaded on the company''s website at
https://sunshieldchemicals.com/wp-content/
uploads/2023/03/RTP-Policy.pdf

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

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

XIII. VIGIL MECHANISM

The Company has established a vigil mechanism
for Directors and Employees to report their
genuine concerns in compliance with provision
of section 177 (10) of the Companies Act 2013
and Regulation 22 of Listing Regulations.

The Audit Committee of the Board oversees the
functioning of this policy. Protected disclosures
can be made by a whistle blower through

The composition of the Board represents an
optimal mix of professionalism, knowledge and
experience which enables the Board to discharge
its responsibilities and provide effective strategic
guidance to the business.

None of the Directors on the Board is a Director in
more than 10 public companies or is a Member in
more than 10 committees or Chairperson of more
than 5 committees. And none of the Independent
Directors serves as an Independent Director in
more than 7 listed entities.

7. DIRECTORS & KEY MANAGERIAL PERSONNEL

The Board of your Company is duly constituted with
a proper balance of Executive, Non-Executive, and
Independent Directors.

Retirement by Rotation:

In accordance with the provisions of Section
152(6) of the Companies Act, 2013 and Articles
of Association of the Company Dr. Maya Parihar
Malhotra (DIN: 00302976) will retire by rotation
at the ensuing Annual General Meeting ("AGM")
of the Company and being eligible, offer herself
for reappointment. The Board recommends her
reappointment.

Appointment of Director

During the year under review, the Board of Directors
had, on the recommendation of the Nomination
and Remuneration Committee, appointed Prof.
Aniruddha Pandit (DIN: 02471158) as an Additional
Non-Executive Independent Director of the
Company w.e.f 14^th March 2025 for a period of five
(5) years, subject to the approval of the members.
Subsequently, the shareholders approval was taken
by postal ballot which was passed on 21^st April
2025.

The Board had, based on the recommendations
of Nomination and Remuneration Committee,
at its meeting held on 5^th May 2025, appointed
Mr. Mukesh Malhotra (DIN: 01131063) as an
Additional Non-Executive Independent Director
of the Company, not liable to retire by rotation,
for a tenure of five (5) years from 5^th May 2025
to 4^th May 2030, subject to approval of Members
at the ensuing Annual General Meeting. He shall
hold office as an Additional Director upto the date
of this AGM and is eligible for appointment as an
Independent Director of the Company.

Cessation of Director

During the year under review, Mrs. Aruna Soman
(DIN: 03622209) stepped down as an Independent
Director of the Company on the close of business
hours of 28^th October 2024. The Board placed
on record their appreciation for the valuable
contribution made by Mrs. Aruna Soman towards
growth and transition of your Company during her
tenure.

Completion of term of Mr. Ranjal L. Shenoy
(DIN:00074761), Non-Executive Independent
Director

During the year under review, Mr. Ranjal L Shenoy
(DIN:00074761) completed his second term of 5
(five) consecutive years as an Independent Director
of the Company on the close of business hours of
19^th March, 2025. Accordingly, he ceased to be a
Director of your Company and member of various
Board Committee(s) on the close of Business hours
on 19^th March 2025. The Board placed on record
their appreciation for the valuable contribution
made by Mr. Ranjal L Shenoy over a decade towards
growth and transition of your Company during his
tenure.

None of the Directors is disqualified from being
appointed as Director as specified in Section
164(2) of the Companies Act, 2013. Note on
the background of the Director proposed for re¬
appointment is given as an annexure to the Notice,
which forms part of this Annual Report.

Key Managerial Personnel

Pursuant to Sections 2 (51) and 203 of the Companies
Act 2013, Mr. Jeet Malhotra, Managing Director
and CEO, Mr. Ashish Agarwal CFO and Mr. Amit
Kumashi Company Secretary of the Company are
designated as Key Managerial Personnel of the
Company.

8. FAMILIARISATION PROGRAMME FOR
INDEPENDENT DIRECTORS

Prior to the induction of a Director on the Board,
the Managing Director and the management team
brief the incoming Independent Director about the
Company, its line of business, and the composition
of the present board, organization chart etc. The
appointment letter issued to the Independent
Directors also sets out detailed terms of employment
including their roles, functions, responsibilities and
their fiduciary duties, code of conduct, performance
evaluation process etc. as an independent director
of the Company.

Independent Directors have right to access
information and documents for enabling them to
have a good understanding of the Company and its
various operations.

9. SIGNIFICANT AND MATERIALS ORDERS PASSED
BY THE REGULATORS/ COURTS/ TRIBUNALS

No significant or material orders were passed by the
Regulators or Courts or Tribunals which impacted
the going concern status and Company''s operations
in future.

10. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Act, the Directors
of your Company, to the best of their knowledge
and based on the information and explanations
received from the Company confirm that:

(a) in the preparation of the annual Financial
Statements for the financial year ended 31^st
March 2025, the applicable accounting
standards have been followed and there are no
material departures from the same;

(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 your Company
as at 31^st March 2025 and of the profit of your
Company for the said period;

(c) proper and sufficient care has been taken 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) the annual accounts have been prepared on a
''going concern'' basis;

(e) proper internal financial controls to be followed
by the Company were laid down and such
internal financial controls are adequate and
were operating effectively and;

(f) proper systems to ensure compliance with
the provisions of all applicable laws were
devised and as certified by the internal auditors
such systems were adequate and operating
effectively.

11. DISCLOSURE UNDER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION, REDRESSAL) ACT 2013

The Company has in place Prevention of Sexual
Harassment Policy in line with the requirements
of the Sexual Harassment of Women at Workplace

(Prevention, Prohibition, Redressal) Act, 2013
("POSH"). The Company has zero tolerance on
Sexual Harassment at workplace.

In compliance with the provisions of POSH and
the Companies Accounts Rules, 2014, as amended,
the internal committee has been set up to redress
complaints received regarding sexual harassment.
All employees are covered under this Policy. All
employees (permanent, contractual, temporary,
trainees and other stakeholders) are covered under
this policy. The following is the summary of sexual
harassment complaints received and disposed off
during the Financial Year 2024-25:

Number of Complaints of sexual harassment received during the period April 2024 to March 2025	Number of complaints disposed off during the period April 2024 to March 2025	Nature of action taken by the employer
NIL	Not applicable	Not applicable

12. SECRETARIAL STANDARDS

The Company complies with applicable Secretarial
Standards issued by The Institute of Company
Secretaries of India and approved by the Central
Government under Section 118(10) of the
Companies Act, 2013 for the financial year ended
31^st March 2025.

13. FRAUD REPORTING BY AUDITORS

As required under Section 134(3) (ca) of the
Companies Act, 2013, Directors confirm that there
were no instances of fraud reported by the Auditors.

14. AUDITORS
Statutory Auditors

M/s. CNK & Associates LLP, Chartered Accountants
(ICAI Firm Registration No. 101961W /W100036)
were appointed as Statutory Auditors of the
Company for a period of five consecutive years at
the 36^th AGM of the Company held on 25^th August
2023 to hold office from the conclusion of the said
Meeting till the conclusion of the 41^st AGM to be
held in the year 2028.

The Statutory Auditors have given a confirmation
to the effect that they are eligible to continue with
their appointment and have not been disqualified in
any manner from continuing as Statutory Auditors.
The remuneration payable to the Statutory Auditors
shall be determined by the Board of Directors based
on the recommendation of the Audit Committee.

Cost Auditors

As per Section 148 of the Companies Act, 2013
read with the Companies (Cost Records and Audit)
Rules, 2014, the Company is required to prepare,
maintain as well as have the audit of its cost records
conducted by a Cost Accountant. The Company has
maintained the Cost Records as prescribed under
the Companies (Cost Records and Audit) Rules,
2014. The Board on the recommendation of the
Audit Committee has appointed M/s. Kishore Bhatia
& Associates, Cost Accountants (Firm Registration
No. 000294) as the Cost Auditors of the Company
for financial year 2025-26 under Section 148 and
all other applicable provisions of the Companies
Act, 2013.

M/s. Kishore Bhatia & Associates have confirmed
that they are free from disqualification specified
under Section 141(3) and proviso to Section 148(3)
read with Section 141(4) of the Companies Act,
2013 and that the appointment meets with the
requirements of Section 141(3)(g) of the Companies
Act, 2013. They have further confirmed their
independent status and an arm''s length relationship
with the Company.

The remuneration payable to the Cost Auditors
is required to be placed before the Members in a
General Meeting for their ratification. Accordingly,
a resolution seeking Members'' ratification for the
remuneration payable to M/s. Kishore Bhatia &
Associates is included at Item No. 4 of the Notice
convening the AGM.

The Cost Audit Report for the Financial Year ended
31^st March 2024 was filed with the Ministry of
Corporate Affairs on 16^th August 2024 within the
stipulated time mandated in the Companies (Cost
Records & Audit) Rules, 2014, as amended.

Secretarial Auditors

Pursuant to the amended provisions of Regulation
24A of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations") and
Section 204 of the Act and Rule 9 of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Board of Directors,
at their meeting held on 5^th May, 2025 have
recommended the appointment of M/s. Naithani
& Shetty Associates a Peer Reviewed firm of

Company Secretaries in Practice (Firm Registration
No. P2025MH103800) as a Secretarial Auditors
of the Company to conduct the Secretarial audit
of the Company for a term of 5 (five) consecutive
financial years (from 1^st April 2025 to 31^st March
2030), to hold the office from conclusion of 38^th
(Thirty-Eighth) Annual General Meeting ("AGM")
till the conclusion of 43^rd (Forty-Third) AGM of
the Company to be held in the year 2030. The
appointment will be subject to Member''s approval
at the ensuing AGM. Brief resume and other details
of M/s. Naithani & Shetty Associates, Company
Secretaries in Practice, are separately disclosed in
the Notice of ensuing AGM.

M/s. Naithani & Shetty Associates have given their
consent to act as Secretarial Auditors of the Company
and confirmed that their aforesaid appointment (if
made) would be within the prescribed limits under
the Act & Rules made thereunder and SEBI Listing
Regulations. They have also confirmed that they
are not disqualified to be appointed as Secretarial
Auditors in terms of provisions of the Act & Rules
made thereunder and SEBI Listing Regulations.

The Report of the Secretarial Auditor for financial
year 2024-25 which is unmodified is appended to
this Report as Annexure III.

Internal Auditors

M/s. Nikhil Narkar & Associates, Chartered
Accountants have conducted internal audits
periodically and submitted their reports. Their
Reports have been reviewed by the Audit committee
from time to time.

15. PROHIBITION OF INSIDER TRADING

In compliance with the provisions of SEBI
(Prohibition of Insider Trading Regulations) 2015,
as amended from time to time, to preserve the
confidentiality and prevent misuse of unpublished
price sensitive information (UPSI)/Leak of UPSI, the
Company has adopted a Code of Conduct for Insider
Trading for prohibition of Insider trading which was
revised and approved by Board, for Promoters,
Members of Promoter group, Directors, Designated
Person/ Employees, their immediate relatives, and
substantial shareholders in the listed Company. This
policy also provides for periodical disclosures from
the designated persons as well as pre-clearances of
transactions by such persons.

16. CEO & CFO CERTIFICATION

Certificate from Managing Director and Chief
Financial Officer, pursuant to the Regulation 17 of
the Listing Regulations, for the financial year 2024¬
25 is given in Annexure IV.

17. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

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

18. DEPOSITS

There are no deposits outstanding as on 31^st March
2025 and that Company has not accepted any
deposits from public / members under Section 73
of the Act, read with Companies (Acceptance of
Deposits) Rules, 2014 during the year.

19. SUBSIDIARY, ASSOCIATES AND JOINT
VENTURES

The Company does not have any subsidiary or
associates or joint ventures as on the date of this
report.

20. EMPLOYEES

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

The information required pursuant to Section 197 of
the Companies Act, 2013 read with Rule 5(2) & (3)
of The Companies (Appointment and Remuneration
of Managerial Personnel) Rules 2014, in respect of
managerial personnel of your company is available
for inspection by the members at registered office of
the company during business hour on working days
up to the date of the ensuing AGM. If any member is
interested in obtaining a copy thereof, such member

may write to the Company Secretary, whereupon
a copy would be sent. There were no employees
who were drawing remuneration exceeding '' 1.02
Crores per annum.

21. ENVIRONMENT, HEALTH AND SAFETY

Your Company recognizes importance of Health
and Safety of its employees and its neighbourhood.
Regular Safety Audits are being conducted.
Your Company has adopted a Health, Safety and
Environment Policy, which applies to all employees
and other stakeholders.

The Company ensures safe, healthy and eco-friendly
environment at its plant and surrounding area. The
Company continually works towards identification
and reduction of risks and prevention of pollution at
its plant and its surroundings.

22. TRANSFER OF SHARE TO IEPF DEMAT ACCOUNT

The provision pertaining to transfer of shares on
which dividend was unclaimed/unpaid for seven
years to Investor Education and Protection Fund
Authority will be applicable to the Company in the
year 2029.

23. APPRECIATION

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

The accompanying Annexures I to V form an
integral part of this Director Report.

For and on behalf of the Board of Directors

Dr. Maya Parihar Malhotra
Mumbai Chairperson

5^th May 2025 DIN 00302976

1

Due to reduction in Earnings before Interest
and Tax

VII. Human Resources

Employee relationships at all levels, continued
to be satisfactory during the year. The
management would like to place on record its
appreciation of the dedicated and strong support
provided to your Company, by its employees at
all levels. The number of employees on the roll
as on 31^st March 2025 was 218.

---

Mar 31, 2024

The Directors are pleased to submit their 37^th Annual Report of the business operations together with the Audited Financial Statements of the Company for the year ended 31^st March 2024:

1. OVERVIEW OF FINANCIAL RESULTS

(Rs. In Lakhs)
	2023-2024	2022-2023
Sales	28203	24440
Other Operating Income	135	36
Revenue from Operations	28338	24476
Other Income	148	182
Total Income	28486	24658
Less: Materials Consumed	19277	16621
Employees Remuneration & Benefits	1639	1314
Manufacturing, Administrative, Selling & Other Expenses	3379	3426
Total Expenses	24295	21361
Operating Profit (EBITDA)	4191	3297
Less: Finance Cost	779	744
Profit Before Tax & Depreciation	3412	2553
Less: Depreciation	738	645
Net Profit Before Tax	2674	1908
Less: Tax Expense
Current Tax Expense	755	481
Deferred Tax	34	69
Prior Year Tax Adjustments	-	(8)
Net Profit after Tax	1885	1366
Other Comprehensive Income
Add: Remeasurements of post-employment benefit obligation	(43)	19
Income tax related to items that will not be reclassified to profit or loss	12	(6)
Total Comprehensive Income for the period	1854	1380
Earnings per share
Basic & Diluted	25.63	18.58

In the preparation of the financial accounts and the statements, the Company has followed the Companies (Indian Accounting Standards) Rules 2015, as amended.

2. INTERIM DIVIDEND

During the year, the Board of Directors declared and paid an interim dividend @ of '' 1.20/-(previous year - Nil) per equity share on the face value of '' 10.00/- each to the Shareholders whose name appeared on the Register of Members as on 22^nd February 2024, being the record date fixed for this purpose. Interim Dividend absorbed a sum of '' 88.24 Lakhs out of the net profits after tax for the financial year 2023-24.

3. FINAL DIVIDEND

Based on the Company''s performance, your Directors are pleased to recommend for approval of Members a final dividend @ of '' 1.20/- (previous year - '' 2) per equity share of the face value of '' 10.00/- each for the financial year 2023-24. Dividend, if approved, aggregating to '' 88.24 lakhs, will be paid to those Members whose name appear on the Register of Members on 31^st July 2024.

The total dividend is '' 2.40 [Previous Year - '' 2.00] for the financial year 2023-24, including the Interim dividend @ '' 1.20/- per Equity Share and Proposed Final Dividend @ '' 1.20/- per share per equity share of the face value of '' 10.00/- each.

TRANSFER TO RESERVE

There is no amount proposed to be transferred to General Reserves out of the profit for the Financial Year 2023-24.

4. MANAGEMENTS DISCUSSION AND ANALYSIS: F.Y. 2023-2024

I. Industry Structure & Development: -

The chemical industry is a key enabler for other industries. As chemicals are used in varying proportions by every industry (rightly from electronics to paints, from pharmaceuticals to cosmetics), without chemicals, sustainable development of other sectors is not possible.

The chemical industry is a crucial constituent of the growing Indian economy, providing the key material for several industries. The Company operates only in one Segment, namely ''specialty chemicals. Specialty chemicals are chemical products which provide a wide variety of effects on which many other industry sectors rely.

Specialty chemicals, which comprise of low volume, high value chemicals with specific applications, constitute a significant part of the Indian chemical industry and are targeted towards specific end-use applications.

Specialty chemicals are produced by a complex, interlinked industry. In the strictest sense, specialty chemicals are chemical products that are sold based on their performance or function, rather than their composition. Products and services in the specialty chemicals industry require intensive knowledge and ongoing innovation.

The Company is engaged in the manufacture and sale of a wide range of specially formulated and customized products with application across diverse sectors like Home & Personal Care, Industrial Formulations, Paints & Coatings, Agrochemicals etc. The Company is a leading player in the surfactant and specialty functional chemicals business, has deep experience in handling critical chemical processes. Company''s customers are well recognized and located not only in India but all over the world including in America, Europe, Far- East etc.

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

Our customers are always seeking innovative products formulations for their current process needs, which are fulfilled by the Company''s Product Development, knowledge & experience.

Details of Company''s main products and its end use applications are as below:

	Products	End use Applications
	THEIC	THEIC is available as a powder as well as in noodles form. Its end-use includes applications as heat stabilizers and PVC stabilizer.
	Ethoxylates & Propoxylates	Used as dispersing agents in paper & pulp industry, emulsifiers in dye manufacture, means for dissolution and floatation, constituents of agro insecticides and herbicides, and in many other industrial applications. These products have applications as low-foaming nonionic surfactants and have excellent wetting and dispersing properties.
	Antioxidants	The aminic antioxidants market has been segmented on the basis of application into plastic processing, rubber processing, fuel & lubricants and adhesives.
	HQEE	HQEE is a specialty elastomer and crosslinking agent used as a chain extender for polyurethanes (PU). It is well suited for finishing and improving properties of materials.
	BC 700	Used as a matting and effects agent for the paint and varnish industry.
II.	Operating and Financial Performance of the Company ('' In Lakhs)
			F.Y. 2023-2024	F.Y. 2022-2023	Change over Previous year
	i) Exports		6503	8524	(23.71%)
	ii) Domestic		21700	15916	36.34%
	iii) Other Operating Income		135	36	275.00%
	Revenue from Operation		28338	24476	15.77%
	Other Income		148	182	(18.68%)
	Total Income		28486	24658	15.52%

Domestic sales increased by 36.34% from '' 15,916 lakhs to '' 21,700 lakhs and export sales went down by 23.71% from '' 8,524 lakhs in 2022-23 to '' 6,503 lakhs in 2023-24.

The main reason for decrease in export was mainly on account of ongoing Russia - Ukraine conflict and escalation of the conflict in Middle east. Overall, there was increase in total income as compared to last year.

The major change was in the sales of Ethoxylates based products where sales value went up as compared to last year. In the case of Ethoxylates, Propoxylates and Theic based products volume has remained same but we could acheive higher price realization as compared to last year.

III. Outlook

The year began with cautious optimism, as economic activities showed signs of gradual recovery. Manufacturing growth in India remains predominantly influenced by domestic consumption and investment trends. Specialty chemicals finds applications across consumer, industrial and infrastructure segments are driven by the overall growth of the Indian economy.

The growth for specialty chemicals is driven by both domestic consumption and exports. Specialty chemicals finding applications across consumer, industrial and infrastructure segments are driven by the overall growth of the Indian economy. The Company anticipates that demand for its products will align with the overall economic growth path. Technology & Innovation will play a major role in growth. Even though our company''s product profile is part of essential chemicals, the demand for these largely depend on how Indian and Global economy cops with ongoing escalation of conflict.

Volatile demand, operational and supply chain disruptions, availability and pricing of raw material, potentially tightening credit markets and the health of workforce remains the main concern.

With the completion of CAPEX projects pertaining to (a) capacity enhancement of existing Antioxidant plant capacity and debottlenecking of EO/Theic unit & automation and (b) Debottlenecking and modernizing the Ethoxylates facility, the Company remains positive of increased sales.

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

IV. Risks and Concerns

The capabilities and the skills of organizations continue to be challenged due to ongoing Russia- Ukraine conflict and escalation of the conflict in Middle east. The conflicts have resulted in a sharp increase in commodity prices, exacerbating the already surging global inflation. Other risks like Volatility in market demand, forex fluctuations, changes in regulatory requirements and disruption in supply chain will continue to have impact going forward.

The Company has laid down a well-defined Risk Management Framework covering the risk, risk exposure, potential impact and risk mitigation process. The Present and future risks are reviewed by the management of the Company at regular intervals. Adequate risk management is a key success factor, to mitigate risks associated with the solutions we provide. Major risks identified by the business and functions are systematically addressed by taking corrective actions on a continuous basis. These are discussed at the Audit Committee and Board Meetings.

Major risk arises from main raw material viz., Ethylene Oxide (EO). There may be availability risk associated with EO which however, is currently and consistently available from one manufacturer in the country. If there is an issue with the supply of EO, production of several products would be affected.

The Company is committed to protecting the environment, and ensuring the health and safety of its employees, customers, neighbors and public. Some of our major raw materials are hazardous and flammable and some safety risks are inherent in the manufacturing processes. The Company has ensured that required process controls, safety equipment''s and infrastructure are in place as per statutes and global safety standards.

V. Internal Financials Controls and their adequacy

Internal checks and controls covering operations of the Company are in place and are constantly being improved upon. The Company has laid down internal financial controls to be followed and such policies and procedures adopted are for ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies, safeguarding its assets, the prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial information.

During the year, the internal and statutory auditors of the Company have reviewed the effectiveness and efficiency of these controls and procedures. On the basis of the said assessments, the Board is of the view that the Internal Financial Controls operate effectively and no material weaknesses exist.

VI. Key Financial Ratios

Key Ratios	2023-24	2022-23	Change
Current Ratio1	0.88	1.47	(40.40%)
Debt Equity Ratio2	1.04	1.17	(11.00%)
Debt service Coverage Ratio3	2.59	2.92	(11.51%)
Return on Equity Ratio4	25.44%	22.83%	11.41%
Inventory Turnover Ratio	7.12	7.44	(4.40%)
Trade Receivable Turnover Ratio	6.44	6.01	7.71%
Trade Payable Turnover ratio	6.19	6.08	1.80%
Net Capital Turnover Ratio5	(19.40)	8.20	(336.64%)
Net Profit Ratio4	6.65%	5.58%	19.16%

VII. Human Resources

Employee relationships at all levels, continued to be satisfactory during the year. The management would like to place on record its appreciation of the dedicated and strong support provided to your Company, by its employees at all levels. The number of employees on the roll as on 31^st March 2024 was 189.

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

5. DISCLOSURES UNDER COMPANIES ACT 2013

I. Corporate Social Responsibility

The Board has approved the CSR policy of the Company which is published on the Company''s website at https://sunshieldchemicals.com/wp-content/uploads/2021/12/CSR-Policy.pdf

CSR activities of the Company are carried directly and through Non-Government Organizations, who have track record of minimum of 3 years in carrying out the activities, and other criteria''s as prescribed under Section 135 of the Companies Act, 2013 read with Schedule VII and Companies (Corporate Social Responsibility Policy) Rules 2014, as amended from time to time.

The Board Report on CSR is annexed herewith as Annexure I.

II. Energy, Technology & Foreign Exchange

Information sought under the provisions of Section 134 (3) (m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are given in the Annexure II, forming part of this report.

III. Annual Return

The Annual Return has been placed on the website of the Company and can be accessed at https://sunshieldchemicals.com

IV. Changes In The Share Capital

There is no change in the share capital of the Company during the financial year under review. The paid-up equity share capital as on 31^st March 2024 was '' 735.31 lakhs, comprising of 73,53,060 equity shares of face value of '' 10.00/- each.

V. Number of Board Meetings

The Board meets at regular intervals to discuss and decide on business policies and strategy apart from regular Board business. During the financial year under review, the Board of Directors met 4 times. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

The details of the Board meetings and the attendance of Directors are provided in the Corporate Governance Report.

VI. Composition of Audit Committee

The Audit committee comprises of Mr. Ajit Shah who is the Chairman of the Committee, Mrs. Aruna Soman. Mr. R L Shenoy, Mr. Cyrus Poonevala and Mr. Jeet Malhotra. During the financial year under review, the audit committee met 4 times. More details on the committee are given in the Corporate Governance Report.

All the recommendations of the audit committee are accepted by the Board.

VII. Board Independence

The definition of Independence of Directors is derived from Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and Section 149(6) of the Companies Act, 2013. Based on the confirmation/ disclosures received from the Independent Directors and on evaluation of the relationships disclosed, the following NonExecutive Directors are Independent in terms of Regulation 16 of the Listing Regulations, and Section 149(6) of the Companies Act, 2013;

1. Mr. R L Shenoy

2. Mr. Ajit Shah

3. Mrs. Aruna Soman

4. Mr. Cyrus Poonevala

In compliance with Schedule IV of the Companies Act, 2013 and Rules thereunder, the Independent Directors met on 26^th March 2024 to discuss inter alia issues as prescribed under the schedule IV of the Companies Act, 2013.

VIII. Annual Evaluation By The Board

In compliance with the Companies Act, 2013 and Regulation 19 read with Schedule II of Listing Regulations, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of Committees. A structured questionnaire was prepared covering various aspects of the Board''s functioning such as adequacy of composition of Board and committees, Board communication, timeliness and unbiased information of right length and quality of information, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as attendance and participation in the discussion and deliberation at the meeting, understanding role and responsibilities as board member, demonstration of knowledge, skill and experience that make him/her a valuable resource for the board.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Executive Directors was carried out by the Independent Directors. The Board appreciated the contributions of all Directors in the working of the Company on the basis of evaluation carried out.

IX. Director Remuneration Policy

The Remuneration Policy of the Company is hosted on the website of the company at the following web link:

https://sunshieldchemicals.com/wp-content/

uploads/2021/12/Remuneration-Policy.pdf

X. Comments on Auditors Report

There are no qualifications, reservations or adverse remarks or disclaimers made

by M/s. CNK & Associates LLP, Chartered Accountants, Statutory Auditors, in their report and by M/s. P. Naithani & Associates, Company Secretaries, in their Secretarial Audit report.

XI. Related Party Transactions

All the related party transactions are entered on arm''s length basis and are in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. There are no materially significant related party transactions entered into by the Company with Promoters, Directors or KMP etc., which may have potential conflict with the interest of the company at large.

All related party transactions are first approved by the Audit Committee and thereafter placed before the Board for their information.

A statement of all related party transactions is presented before the Audit Committee meeting on quarterly basis, specifying the nature, value and terms and conditions of the transactions.

Since there are no material related party transactions and also all the transactions with related parties are at arm''s length and in the ordinary course of business, no transactions are required to be reported in Form AOC - 2. Note No. 35 in the notes to financial statements provides the details of all the related party transactions.

The Related Party Transaction Policy is uploaded on the company''s website at http: https://sunshieldchemicals.com/wp-content/ uploads/2023/03/RTP-Policy.pdf

XII. Material Changes and Commitments Affecting The Financial Position of The Company

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

XIII. Vigil Mechanism

The Company has established a vigil mechanism for Directors and Employees to report their genuine concerns in compliance with provision of section 177 (10) of the Companies Act 2013 and Regulation 22 of Listing Regulations.

The Audit Committee of the Board oversees the functioning of this policy. Protected disclosures can be made by a whistle blower through several channels to report actual or suspected frauds and violation of Company''s Code of Conduct and/or Ethics Policy. There have been no instances of denying any personnel seeking access to the Chairman of the Audit Committee

The details of the policy have been disclosed on the Company''s website at https://sunshieldchemicals.com/wp-content/ uploads/2021/12/Whistle-Blower-Policy.pdf

XIV. Corporate Governance

Detailed report on the Corporate Governance, forms part of this Report. A certificate from M/s. P. Naithani & Associates, Company Secretaries, regarding compliance of conditions of Corporate Governance as stipulated under Regulation 34 read with Schedule V of Listing Regulations is annexed to the said Report.

6. BOARD OF DIRECTORS COMPOSITION

The composition of the Board of Directors of the Company is in complete conformity with the requirements of Listing Regulations and Companies Act 2013. The details of the Board of Directors, as on date of this report are as under:

Sr. no.	Name of Director	Category of Directorship
1.	Mr. R L Shenoy	Non-Executive Chairman and Independent Director
2.	Mr. Ajit Shah	Non-Executive Independent Director
3.	Mrs. Aruna Soman	Non-Executive Independent and Woman Director
4.	Mr. Cyrus Poonevala	Non-Executive Independent Director
5.	Mr. Jeet Malhotra	Managing Director & CEO
6.	Dr. Maya Parihar Malhotra	Non-Executive Woman Director
7.	Dr. Anand Parihar	Non-Executive Director

The composition of the Board represents an optimal mix of professionalism, knowledge and experience which enables the Board to discharge its responsibilities and provide effective strategic guidance to the business.

None of the Directors on the Board is a Director in more than 10 public companies or is a Member in more than 10 committees or Chairperson of more than 5 committees. And none of the Independent Directors serves as an Independent Director in more than 7 listed entities.

7. DIRECTORS & KEY MANAGERIAL PERSONNEL

The Board of your Company is duly constituted with a proper balance of Executive, Non-Executive, and Independent Directors.

Retirement by Rotation:

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and Articles of Association of the Company Mr. Jeet Malhotra (DIN: 07208234) will retire by rotation at the ensuing Annual General Meeting ("AGM") of the Company and being eligible, offer himself for reappointment. The Board recommends his reappointment.

Reappointment of Managing Director and Chief Executive Officer

Considering the expiry of the term of Mr. Jeet Malhotra (DIN: 07208234), Managing Director and Chief Executive Officer of the Company on 31^st December 2024, the Board of Directors of the Company based on the recommendation of Nomination & Remuneration Committee and Audit Committee and pursuant to the relevant provisions of Listing Regulations, Sections 196, 197, 198 and 203 read with Schedule V and other applicable provisions of the Act, the Articles of Association of the Company and considering his contribution towards the growth of the Company, approved his re-appointment as a Managing Director of the Company for a term of 5 consecutive years w.e.f. 1^st January 2025, subject to the approval of the Members of the Company.

The approval of the Members for the re-appointment of Mr. Jeet Malhotra has been sought in the Notice convening the AGM of your Company.

Particulars in pursuance of Regulation 36 of Listing Regulations read with Secretarial Standard-2 on General Meetings relating to Mr. Jeet Malhotra is given in the Notice convening the AGM.

None of the Directors is disqualified from being appointed as Director as specified in Section 164(2) of the Companies Act, 2013. Note on the background of the Director proposed for re-appointment is given as an annexure to the Notice, which forms part of this Annual Report.

Key Managerial Personnel

Pursuant to Sections 2 (51) and 203 of the Companies Act 2013, Mr. Jeet Malhotra, Managing Director and CEO, Mr. Ashish Agarwal CFO and Mr. Amit Kumashi Company Secretary of the Company are designated as Key Managerial Personnel of the Company.

8. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Prior to the induction of a Director on the Board, the Managing Director and the management team brief the incoming Independent Director about the Company, its line of business, and the composition of the present board, organization chart etc. The appointment letter issued to the Independent Directors also sets out detailed terms of employment including their roles, functions, responsibilities and their fiduciary duties, code of conduct, performance evaluation process etc. as an Independent Director of the Company.

Independent Directors have right to access information and documents for enabling them to have a good understanding of the Company and its various operations.

9. SIGNIFICANT AND MATERIALS ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS

No significant or material orders were passed by the Regulators or Courts or Tribunals which impacted the going concern status and Company''s operations in future.

10. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Act, the Directors of your Company, to the best of their knowledge and based on the information and explanations received from the Company confirm that:

(a) in the preparation of the annual Financial Statements for the financial year ended 31^st March 2024, the applicable accounting

standards have been followed and there are no material departures from the same;

(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 your Company as at 31^st March 2024 and of the profit of your Company for the said period;

(c) proper and sufficient care has been taken 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) the annual accounts have been prepared on a ''going concern'' basis;

(e) proper internal financial controls to be followed by the Company were laid down and such internal financial controls are adequate and were operating effectively and;

(f) proper systems to ensure compliance with the provisions of all applicable laws were devised and as certified by the internal auditors such systems were adequate and operating effectively.

11. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION, REDRESSAL) ACT 2013

The Company has in place Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition, Redressal) Act, 2013 ("POSH"). The Company has zero tolerance on Sexual Harassment at workplace.

In compliance with the provisions of POSH and the Companies Accounts Rules, 2014, as amended, the internal committee has been set up to redress complaints received regarding sexual harassment. All employees are covered under this Policy. All employees (permanent, contractual, temporary, trainees and other stakeholders) are covered under this policy. The following is the summary of sexual harassment complaints received and disposed off during the Financial Year 2023-24:

Number of Complaints of sexual harassment received during the period April 2023 to March 2024	Number of complaints disposed off during the period April 2023 to March 2024	Nature of action taken by the employer
NIL	Not applicable	Not applicable

12. SECRETARIAL STANDARDS

The Company complies with applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013 for the financial year ended 31^st March 2024.

13. FRAUD REPORTING BY AUDITORS

As required under Section 134(3) (ca) of the Companies Act, 2013, Directors confirm that there were no instances of fraud reported by the Auditors.

14. AUDITORS Statutory Auditors

M/s. CNK & Associates LLP, Chartered Accountants (ICAI Firm Registration No. 101961W /W100036) were appointed as Statutory Auditors of the Company for a period of five consecutive years at the 36^th AGM of the Company held on 25^th August 2023 to hold office from the conclusion of the said Meeting till the conclusion of the 41^st AGM to be held in the year 2028.

The Statutory Auditors have given a confirmation to the effect that they are eligible to continue with their appointment and have not been disqualified in any manner from continuing as Statutory Auditors. The remuneration payable to the Statutory Auditors shall be determined by the Board of Directors based on the recommendation of the Audit Committee.

Cost Auditors

As per Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to prepare, maintain as well as have the audit of its cost records conducted

by a Cost Accountant. The Company has maintained the Cost Records as prescribed under the Companies (Cost Records and Audit) Rules, 2014. The Board on the recommendation of the Audit Committee has appointed M/s. Kishore Bhatia & Associates, Cost Accountants (Firm Registration No. 000294) as the Cost Auditors of the Company for financial year 2024-25 under Section 148 and all other applicable provisions of the Companies Act, 2013.

M/s. Kishore Bhatia & Associates have confirmed that they are free from disqualification specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Companies Act, 2013 and that the appointment meets with the requirements of Section 141(3)(g) of the Companies Act, 2013. They have further confirmed their independent status and an arm''s length relationship with the Company.

The remuneration payable to the Cost Auditors is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a resolution seeking Members'' ratification for the remuneration payable to M/s. Kishore Bhatia & Associates is included at Item No. 4 of the Notice convening the AGM.

The Cost Audit Report for the Financial Year ended 31^st March 2023 was filed with the Ministry of Corporate Affairs on 16^th August 2023 within the stipulated time mandated in the Companies (Cost Records & Audit) Rules, 2014, as amended.

Secretarial Auditors

M/s. P. Naithani & Associates, Company Secretaries, have been appointed to conduct the Secretarial Audit of the Company for the financial year 2023-24, pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Listing Regulations as amended. The Report of the Secretarial Auditor which is unmodified is appended to this Report as Annexure III.

Internal Auditors

M/s. Nikhil Narkar & Associates, Chartered Accountants have conducted internal audits periodically and submitted their reports to the Audit committee. Their Reports have been reviewed by the Audit committee from time to time.

15. PROHIBITION OF INSIDER TRADING

In compliance with the provisions of SEBI (Prohibition of Insider Trading Regulations) 2015, as amended from time to time, to preserve the confidentiality and prevent misuse of unpublished price sensitive information (UPSI)/Leak of UPSI, the Company has adopted a Code of Conduct for Insider Trading for prohibition of Insider trading which was revised and approved by Board, for Promoters, Members of Promoter group, Directors, Designated Person/ Employees, their immediate relatives, and substantial shareholders in the listed Company. This policy also provides for periodical disclosures from the designated persons as well as pre-clearances of transactions by such persons.

16. CEO & CFO CERTIFICATION

Certificate from Managing Director and Chief Financial Officer, pursuant to the Regulation 17 of the Listing Regulations, for the financial year 2023-24 is given in Annexure IV.

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

18. DEPOSITS

There are no deposits outstanding as on 31^st March 2024 and that Company has not accepted any deposits from public / members under Section 73 of the Act, read with Companies (Acceptance of Deposits) Rules, 2014 during the year.

19. SUBSIDIARY, ASSOCIATES AND JOINT VENTURES

The Company does not have any subsidiary or associates or joint ventures as on the date of this report.

20. EMPLOYEES

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

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(2) & (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, in respect of managerial personnel of your company is available for inspection by the members at registered office of the company during business hour on working days up to the date of the ensuing AGM. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary, whereupon a copy would be sent. There were no employees who were drawing remuneration exceeding '' 1.02 Crores per annum.

21. ENVIRONMENT, HEALTH AND SAFETY

Your Company recognizes importance of Health and Safety of its employees and its neighbourhood. Regular Safety Audits are being conducted. Your Company has adopted a Health, Safety and Environment Policy, which applies to all employees and other stakeholders.

Company ensures safe, healthy and eco-friendly environment at its plant and surrounding area. Company continually works towards identification and reduction of risks and prevention of pollution at its plant and its surroundings.

22. TRANSFER OF SHARE TO IEPF DEMAT ACCOUNT

The provision pertaining to transfer of shares on which dividend was unclaimed/unpaid for seven years to Investor Education and Protection Fund Authority will be applicable to the Company in the year 2029.

23. APPRECIATION

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

The accompanying Annexures I to V form an integral part of this Director Report.

1

Due to increase in Current maturities of long-term borrowings.

2

Networth improved.

3

Increase in profit whereas also increase in finance cost.

4

Improvement in profitability.

5

Mainly due to increase in Current maturities of long-term borrowings thereby reduction of working capital.

---

Mar 31, 2018

Dear Members,

The Directors are pleased to submit their 31^st Annual Report of the business operations together with the Audited financial statements of the Company for the year ended 31^stMarch 2018:

1. OVERVIEW OF FINANCIARESULTS

(Rs. in Lakhs)

	2017-2018	2016-2017
Sales	18500	17482
Other Operating Income	26	27
Revenue from Operations	18526	17509
Other Income	153	22
Total Income	18679	17531
Less : Materials Consumed	12585	11358
Employees Remuneration & Benefits	713	661
Manufacturing, Administrative, Selling &	3665	4775
Other Expenses
Total Expenses	16963	16794
Operating Profit (EBITDA)	1716	737
Less: Finance Cost	969	932
Profit / (Loss) Before Tax	747	(195)
& Depreciation
Less: Depreciation	596	598
Net Profit/ (Loss) Before Tax	151	(793)
Less: Tax Expense Current Tax Expense Deferred Tax (Credit)/Charge	31	(126)
Net Profit / (Loss) after Tax	120	(667)
Other Comprehensive Income
Add: Remeasurements of post	5	(4)
employment benefit obligation Income tax related to items		1
that will not be reclassified to
profit or loss
Total Comprehensive Income for the period	125	(670)

2 ADOPTION OF INDIAN ACCOUNTING STANDARDS (IND AS)

Beginning 1^st April, 2017, the Company has, for the first time, adopted Indian Accounting Standard (Ind AS) with a transition date of 1^st April, 2016. Accordingly, the financial statements have been prepared in compliance with Ind AS as notified by the Ministry of Corporate Affairs and prescribed under Section 133 of the Companies Act, 2013 (hereinafter referred to as "the Act") read with relevant rules made thereunder and other accounting pronouncements generally accepted in India. Accordingly, the figures for the corresponding year ended 31^st March, 2017 have also been presented after incorporating the applicable Ind AS adjustments.

3. DIVIDEND

In view of carried forward losses, the Board of Directors does not recommend any dividend for the year ended 31^st March 2018.

4. SHARE CAPITAL

The paid up Equity Share Capital as on 31^st March, 2018 was Rs. 7.35 Crores. During the year under review, the Company has not issued new shares.

5. MANAGEMENT''S DISCUSSION AND ANALYSIS : F.Y. 2017-2018

I. Industry Structure & Development :-

The Chemical Industry is a key enabler for other industries. As chemicals are consumed in varying proportion by every industry (rightly from electronics to paints, from pharmaceuticals to cosmetics), without chemicals sustainable development of other sectors is not possible.

The Chemical Industry is a crucial constituent of the growing Indian Economy, providing the key material for several industries. The Company is operating only in one Segment, namely ''Specialty Chemicals''. Specialty Chemicals are particular chemical products which provide a wide variety of effects on which many other industry sectors rely.

Specialty chemicals, which comprise of low volume, high value chemicals with specific applications, constitute a significant part of the Indian chemical industry and are targeted towards specific end-use applications.

Specialty chemicals are produced by a complex, interlinked industry. In the strictest sense, specialty chemicals are chemical products that are sold on the basis of their performance or function, rather than their composition. Products and services in the specialty chemicals industry require intensive knowledge and ongoing innovation.

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

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

Our customers are always seeking innovative products formulations for their current process needs, which are fulfilled by Company''s Production Development, application knowledge & experience. Solvay Group which represents this worldwide, in specialty chemicals supports the Sunshield team.

Company''s main products belong to:

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

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

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

II. Operating and Financial Performance of the Company

(Rs. in Lakhs)

	F.Y. 2017-2018	F.Y. 2016-2017	Change over Previous Year
i) Exports	7953	8182	(3%)
ii) Domestic	10547	9300	13%
iii) Other Operating	26	27	(4%)
Income
Revenue from	18526	17509	6%
Operation (Excluding Excise Duty)
Other Income	153	22	595%
Total Income	18679	17531	7%

	F.Y. 2017-2018	F.Y. 2016-2017	Change over Previous Yeai
Volume Sales (MT)	13704	13323	3%
Sales Value (Rs.)	18500	17482	6%
Average Production (Rs. per kg)	135	131	3%

During the year, Sales by Volume went up by 3%, whereas the sales in Value terms went up by 6%.

Export Sales went down by 3 % from Rs. 8,182 Lakhs to Rs. 7,953 Lakhs and domestic Sales went up by 13% from Rs. 9,300 Lakhs in 2016-17 to Rs. 10,547 Lakhs in 2017-2018.

Major change is in sales of Theic where volume has gone down but on a higher price realization. Sale of Ethoxylates, Propoxylates and Antioxidants products in terms of value and volume has gone up as compared to last year. The improvement is mainly due to change in product mix and increase in the demand of products.

Profits are mainly on account of improved margin on sales, positive forex fluctuations gains.

III. Outlook

The growth for specialty chemicals is driven by both domestic consumption and exports. Specialty chemicals finding applications across consumer, industrial and infrastructure segments are driven by the overall growth of the Indian economy. The segment has immense potential for growth, driven by growing end user industry. Technology & Innovation will play a major role in growth.

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

Company remains optimistic on its future out look however, there is need to watch out for volatility of raw material prices, increased competition from abroad, ability of the Company to develop new business in new business segments.

IV Risks and Concerns

The Present and future risks are reviewed by the management of the Company at regular intervals. Adequate risk management is a key success factor, to mitigate risks associated with the solutions we provide. Major risks identified by the business and functions are systematically addressed through by taking corrective actions on continuous basis. These are discussed at Audit Committee and Board of Directors Meetings.

Major Risk arises from main raw material viz., Ethylene Oxide (EO). EO is currently and consistently available from only one manufacturer in the country. Besides some of the major raw materials are hazardous and inflammable. The Company has ensured that Safety equipment''s and infrastructure are in place as per statutes and global safety standards.

V. Internal Financials Controls and its , adequacy

Internal Checks and Controls covering operations of the Company are in place and are constantly being improved upon. The Company had laid down internal financial controls to be followed by the Company and such policies and procedures adopted by the Company are for ensuring the orderly and efficient conduct of its business, including adherence to Company''s 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 information.

During the year, the internal auditors of the Company have reviewed the effectiveness and efficiency of these controls and procedures. As per the said assessment Board is of the view the Internal Financial Controls operate effectively and no material weaknesses exist.

VI. Human Resources

Employee relationships at all levels continued to be satisfactory. The management would like to record its appreciation of dedicated and strong support provided to your Company, by its employees at all levels. The number of the employees on the rolls as on 31^st March 2018 is 95.

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

6. BOARD OF DIRECTORS COMPOSITION

The composition of the Board of Directors of the Company is in complete conformity with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act 2013. The composition of the Board represents an optimal mix of professionalism, knowledge and experience which enables the Board to discharge its responsibilities and provide effective leadership to the business. None of the Directors of the Company is related inter-se. The details of the Board of Directors, as on date of this report are as under:

Sr. no.	Name of Director	Category of Directorship
1	R L Shenoy	Non-executive Chairman and Independent Director
2	Ajit Shah	Non-Executive Independent Director
3	Aruna Soman	Non-Executive Independent and Woman Director
4	Chidananda Bhagwat*	Executive Director
5	Manoj Khullar	Managing Director
6	Srivata M K^	Executive Director
7	Satish Kelkar	Non-Executive Director
8	Ian Brown	Non-Executive Director
9	Boon Tong Goh#	Non-Executive Director
10	Yock Jeng Koh@	Non-Executive Director
11	Guo Lin!	Alternate Director

* Mr. Chidananda Bhagwat is Director upto 23^rd July 2018.

^ Mr. Srivatsa M K was appointed as Director with effect from 19^th July 2018

# Mr. Boon Tong Goh was appointed as Director with effect from 28^th May 2018.

@ Mr. YockJeng Koh was appointed as Director with effect from 28^th May 2018.

! Mr. Guo Lin was appointed as Alternate Director to Mr. YockJeng Koh with effect from 28^th May 2018.

7. BOARD MEETINGS

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

The Board met four times in the financial year 2017-18 i.e on 26^th May 2017, 12^th September 2017, 13^th December 2017 and 13^th February 2018.

8. BOARD COMMITTEES

There are currently six Committees of the Board, which are given below:

- Audit Committee

Audit Committee includes Five Directors viz., Mr. Ajit Shah (Chairman/Independent Director), Mrs. Aruna Soman (Independent Director), Mr. Ranjal Laxmana Shenoy (Independent Director), Mr. Manoj Khullar (Managing Director) and Mr. Satish Kelkar (Non-Executive Director).

The role includes amongst others, oversight of Company''s financial reporting process and disclosure of financial information to ensure that the financial statements are correct, sufficient and credible; recommending the appointment, re-appointment, remuneration and terms of appointment of auditors and approval of payment for any other services rendered by statutory auditors; reviewing with the management quarterly results and annual financial statements before submission to the Board for approval; approval or any subsequent modification of any transactions of the Company with related parties; review and monitor the auditor''s independence and performance and effectiveness of audit process; scrutiny of inter corporate loans and investments, if any; evaluation of internal financial controls and risk management system; and reviewing the functioning of the whistle blower mechanism, reviewing the findings of any internal investigation involving suspected fraud or irregularity. The Audit Committee also reviews before submission to the Board for approval of financial statements, the Directors Responsibility statement, changes in accounting policies, if any, with reasons for the same, Management Discussions and Analysis on Company''s operations.

Audit committee met 4 times on 26^th May 2017, 12^th September 2017, 13^th December 2017 and 13^th February 2018.

- Nomination and Remuneration Committee

The Board has constituted Nomination and Remuneration Committee which comprises of Independent Directors viz. Mr. Ranjal Laxmana Shenoy, Mr. Ajit Shah, and Mrs. Aruna Soman.

The role of the committee include the Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees; formulation of criteria for evaluation of Independent Directors and the Board; devising a policy on Board diversity; and identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.

- Stakeholders'' Relationship Committee

Stakeholders Relationship Committee comprises of Mr. Ajit Shah (Independent Director) Mrs. Aruna Soman (Independent Director), and Mr. Manoj Khullar (Managing Director).

The Committee focuses primarily on monitoring and ensuring that all shareholder and investor services operate in an efficient manner and that shareholder and investor grievances / complaints including those of all other stakeholders are addressed promptly with the result that all issues are resolved rapidly and efficiently.

Corporate Social Responsibility (CSR) Committee

The Board has constituted Corporate Social Responsibility Committee comprising of Mr. Ajit Shah (Independent Director), Mr. Chidananda Bhagwat (Director) (till 19^th July . 2018) Mr. Srivata M.K. (from 20^th July 2018) and Mr. Manoj Khullar (Managing Director).

The Committee focuses on formulation and Review of CSR policy indicating activities to be und ertaken by the Co mp any; recommendation of the amount of expenditure to be incurred on CSR activities and monitoring and implementing this policy from time to time.

During the year under review, the Company was not required to spend on CSR activities on account of the losses incurred by the Company in the three preceding financial years. However as a part of societal responsibility, the Company has spent on CSR activities during the year under review.

The CSR policy of the Company and Annual Report on CSR activities is annexed herewith as Annexure A.

- Risk Management Committee

The Board has constituted Risk Management Committee comprising of Mr. Manoj Khullar (Managing Director), Mr. Chidananda Bhagwat, (Director) (till 19^th July 2018) Srivata M.K. (from 20^th July 2018)and Mr. Shekhar Pattekar (Manager Factory).

The role of Risk Management Committee includes reviewing and approving the risk management policies of the Company; assessment and monitoring of all risks associated with the operations of the Co mp an y and development an d implementation of internal compliance and control systems and procedures to manage risk.

- Committee for Issue of Duplicate Share Certificates

The Board has constituted a Committee for the purpose of issuance of duplicate share certificates. The Committee comprises of viz Mr. Satish Kelkar (Non-executive director), Mr. Chidananda Bhagwat (Director (till 19^th July 2018) Mr. Srivata M.K. (from 20^th July 2018) and Mr. Manoj Khullar (Managing Director).

9. DIRECTORS'' RESPONSIBILITY STATEMENT

In pursuance of section 134 (3) (c) of the Companies Act, 2013, the Directors here by confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have 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 at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the 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; and

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

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

10. SECRETARIAL STANDARDS

The Directors state that all applicable Secretarial Standards issued by the Institute of Company Secretaries of India relating to meetings of Board of Directors and General Meetings have been duly followed by the Company.

11. FRAUD REPORTING BY AUDITORS

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

12. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

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

13. DIRECTORS AND KEY MANANGERIAL PERSONNEL

In accordance with the provision of the Companies Act, 2013 Mr. Ian Brown, Director of the Company, retire by rotation and being eligible, offer himself, for re-appointment. The profiles of the Director seeking re-appointment form part of the Annexure to the Notice.

Mr. Arun Roy and Mr. Sanjeev Mukerjee resigned as Directors with effect from 31^st May 2017. Ms. Sze Wee Ong and Ms. Valdirene Licht, resigned as Directors with effect from 9^th January 2018 and 16^th January 2018 respectively. Your Directors place on record their sincere appreciation of the valuable contribution made by them during their tenure as Directors of the Company.

The Board of Directors appointed Mr. Boon Tong Koh and Mr. YockJeng Goh as an Additional Director to hold office as Director of the Company with effect from 28^th May 2018 Mr. Koh and Mr. Goh shall hold office as Director upto the date of the forthcoming Annual general meeting of the Company.

During the year, Mr. Guo Lin ceased to be Alternate Director to Ms. Sze Wee Ong with effect from 9^th January 2018. He was appointed as an Alternate Director to Mr. YockJeng Goh under the Companies Act, 2013 with effect 28^th May 2018.

The Board of Directors of the Company on the recommendation of Nomination and Remuneration Committee at their meeting held on 28^th May 2018 and 19^th July 2018 have, sought to reappoint Mr. Manoj Khullar as Managing Director, for a further period of 3 (Three) years, effective 1^st July 2018 and appoint Mr. Srivatsa M K as an additional Director and also as Executive Director for a period of 3 (Three) years, effective 19^th July 2018. The Board seeks members'' approval for appointment of Mr. Manoj Khullar as Managing Director and Mr. Srivatsa M K as Executive Director of the Company.

Details of the proposal of Directors seeking appointment/reappointment are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of the 31^st Annual General Meeting.

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

The Company has recognized pursuant to Sections 2 (51) and 203 of the Companies Act 2013, Mr. Manoj Khullar, Managing Director, Mr. Chidananda Bhagwat, Director, Mr. Srivatsa M K, Director, Mr. Rajeev Gupte, Chief Financial Officer and Mr. Amit Kumashi Company Secretary of the Company as Key Managerial Personnel of the Company.

14. ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an annual performance evaluation of its own performance, of the Directors individually, as well as the evaluation of the working of its Committees. The Independent Directors have evaluated the performance of the non-independent Directors and the Board as a whole. They also assessed the quality, quantity and flow of information between Company''s management and the Board which is essential for the Board to effectively and reasonably perform their duties.

Based on the evaluation, Company expects the Board and other Directors evaluated to continue to play a constructive and meaningful role in creating value for all the stakeholders in the ensuing years.

15. COMPANY''S POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Company has in place Policy on Directors Appointment and Remuneration. The Policy has been published on the Company''s website https://www.solvayindia.in/en/solvay-in/Sunshield-Policies.html.

Prior to the induction of the director on the Board, the Managing Director briefs the incoming director about the Company, its line of business, and the composition of the present board organization chart etc. The appointment letter issued to the independent directors also sets out detailed terms of employment including their roles, function, responsibilities and their fiduciary duties, code of conduct, performance evaluation process etc. as a director of the Company.

Independent directors have a right to access information and documents for enabling them to have a good understanding of the Company and its various operations.

16.RISK MANAGEMENT POLICY AND INTERNAL CONTROL ADEQUACY

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

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

17. VIGIL MECHANISM

The Company has established a vigil mechanism named as Whistle Blower Policy within the Company. The policy of such mechanism has been circulated to all employees within the Company, which provides a framework to the employees for guided & proper utilization of the mechanism. The Whistle Blower Policy has been placed on the Company''s website http://www.solvayindia.in/en/solvay-in/sunshield-chemical-limited

18. SIGNIFICANT AND MATERIALS ORDERS PASSED BY THE REGULATORS/ COURTS/ TRIBUNALS

No significant or material orders were passed by the Regulators or Courts or Tribunals which impacts the going concern status and Company''s operation s in future. There have been no instances of any personnel seeking access to the Audit Committee.

19. AUDITORS

Statutory Auditors

The Statutory Auditors, M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, continue to hold office for the remaining term of their appointment till 2019. In accordance with the Companies Amendment Act, 2017, Section 139 as amended was enforced from 7^th May, 2018 by the Ministry of Corporate Affairs. As per the said amendment, appointment of auditors is not required to be ratified at every Annual General Meeting.

The necessary certificate section 139 of the Companies Act, 2013 inter alia indicating the fulfillment of the criteria provided under Section 141 of the Companies Act, 2013 has been issued by the Statutory Auditors.

Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, on the recommendations of the Audit Committee, the Board the Company had appointed M/s. Kishore Bhatia & Associates, Cost Accountant as the Cost Auditor of the Company for the financial year 2017-18. The ratification of the fee payable to the Cost auditors is sought from the Members in the ensuing Annual General Meeting. The cost audit report will be filed within the period stipulated under the Act.

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. Alwyn D''Souza & Co., Company Secretaries to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as Annexure B. The Report does not contain any qualification, reservation or adverse remark.

Internal Auditors

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

20. COMMENTS ON AUDITORS'' REPORT

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

21. EXTRACT OF ANNUAL RETURN:

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

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

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

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1)

All Related Party Transaction (RPT) entered into by the Company during the year under review were in the ordinary course of business and on arms'' length basis.

All RPT are placed before the Audit Committee for its review and approval. Prior omnibus approval of the Audit Committee is obtained for transactions which are of repetitive nature. Pursuant to the provisions of the Listing Regulations 2015 as well as the Rule 6A of the Companies (Meetings of Board and its Power) Rules 2014, Audit Committee had granted omnibus approval for the proposed RTP to be entered into during the year under review. Since there are no material RTP and also all the transactions with related parties are at arms'' length and are in ordinary course of business, no transactions need to be reported in AOC-2. Note No.38 in the note to accounts provide the details on the related party transactions.

24. FIXED DEPOSITS

The Company has not accepted any fixed deposits during the year There are no deposits which are outstanding as on 31^st March, 2018.

25. SUBSIDIARY. ASSOCIATES AND TOINT VENTURES

The Company does not have any subsidiary or associates or joint ventures as on the date of this report. Therefore separate section for report on the performance and financial position of Subsidiaries, Associates and Joint Venture Companies is not required.

26.TRANSFER OF SHARE TO IEPF DEMAT ACCOUNT

Since the Company has not declared the provision pertaining to transfer of shares on which dividend was unclaimed/unpaid for seven years to Investor Education and Protection Fund (IEPF) Authority is not applicable to the Company.

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

Implementation of Voluntary Retirement Scheme

After end of Financial Year but before the date of Report, the Company has announced a Voluntary Retirement Scheme (VRS) for all its permanent Executives and Workers as per the scheme. The financial impact of VRS will be incorporated in financials of 2018-19.

28. EMPLOYEES

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

29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION. REDRESSAL) ACT 2013

The Company has in place Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition, Redressal) Act, 2013.

The internal committee is set up to redress complaints received regarding sexual harassment. All employees are covered under this Policy. The following is the summary of sexual harassment complaints received and disposed off during the Financial Year 2017-18:

Number of Complaints of sexual harassment received during the period April 2017 to March 2018	Number of complaints disposed off during the period April 2017 to March 2018	Nature of action taken by the employer
Nil	Not applicable	Not applicable

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

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

31. CORPORATE GOVERNANCE REPORT

Regulation 15 (2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 with respect to Corporate Governance report and certain regulations are not applicable to Sunshield Chemicals Limited ("Company"), since Company''s paid-up Capital is less than Rs. 10 crores and net worth is less than Rs. 25 crores.

32. ENVIRONMENT. HEALTH AND SAFETY

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

33. APPRECIATION

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

For and on behalf of the Board of Directors

R L Shenoy

Chairman

Mumbai, 1 9^th July 2018 ^{DIN Na 0074761}

Phoenix House,

''A'' Wing, 4^th Floor,

462 Senapati Bapat Marg,

Lower Parel (West), Mumbai-400013

---

Mar 31, 2016

Dear Members,

The Directors are pleased to submit their 29^th Annual Report of the Company along with the Audited financial statements for the year ended 31^st March 2016:

1. OVERVIEWOFFINANCIALRESULTS

Highlights of Company''s performance during the financial year 2015-16, is as under:

(Rs,In Lacs)

	2015-16	2014-15
Export Sales	8139	6509
Domestic Sales (Net of Excise Duty)	6798	5346
Other Operating Income	86	45
Revenue from Operations	15023	11900
Other Income	304	69
Total Income	15327	11969
Less : Materials Consumed	10060	8627
Employees Remuneration & Benefits	667	630
Manufacturing, Administrative, Selling & Other Expenses	3315	2428
Total Expenses	14042	11685
Operating Profit (EBITDA)	1285	284
Less: Finance Cost	1080	349
Profit Before Tax & Depreciation (Cash Profit)	205	(65)
Less: Depreciation	548	326
Net Profit Before Tax	(343)	(391)
Less: Tax Expense Current Tax Expense Tax adjustments relating to prior years Deferred Tax (Credit)/Charge	4 (263)	17 (90)
Net Loss after Tax	(84)	(318)

2. DIVIDEND

In view of losses, the Board of Directors does not recommend any dividend for the year ended 31^st March 2016.

3. SHARECAPITAL

The paid up Equity Share Capital as on 31^st March, 2016 was '' 7.35 Crores. During the year under review, the Company has not issued new shares.

4. MANAGEMENT''S DISCUSSION AND ANALYSIS : F.Y. 2015-2016

I. Industry Structure & Development :-

The Chemical Industry is a crucial constituent of the growing Indian Economy, providing the key material for several industries. The Company is operating only in one Segment, namely ''Specialty Chemicals''. Specialty Chemicals are particular chemical products which provide a wide variety of effects on which many other industry sectors rely.

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

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

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

Company''s main products belong to:

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

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

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

II. Operating and Financial Performance of the

Company

(Rs, In Lacs)

	F.Y. 2015 - 2016	F.Y 2014 - 2015	Change over Previous year
i) Exports	8139	6509	25%
ii) Domestic	7628	6184	23%
iii) Other Operating Income	86	45	91%
Gross Sales	15853	12738	24%
Less: Excise Duty	830	838
Net Sales	15023	11900	26%
Other Income	304	69	341%
Total Income	15327	11969	28%
	F.Y. 2015 - 2016	F.Y. 2014 - 2015	Change over Previous year
Volume Sales (MT)	10446	8576	22%
Net Sales Value (Rs,)	15023	11900	26%
Average Product Price ('' per kg)	144	139	4%

During the year, Sales by Volume went up by 22% from 8576 Mt. to 10446 Mt. the sales in Value terms went up by 26%. The growth was contributed by increase in average selling price of its products from Rs, 139 per kg to Rs, 144 per kg.

Export Sales went up by 25% from Rs, 6509 lacs to Rs, 8139 lacs and domestic Sales went up by 23% from Rs, 6184 lacs in 2014-15 to Rs, 7628 lacs in 2015-16.

During the year, the Company had sold its property situated at Dadar for a total consideration ofRs, 550 lacs thereby earning a profit of Rs,117 lacs on sale of property.

EBIDTA was up by 352% at Rs, 1285 lacs in the year 2015-16 against EBIDTA ofRs, 284 lacs in the previous year.

Finance Cost went up from Rs, 349 lacs in 2014-15 to Rs, 1080 lacs in 2015-16, mainly on account of increase in interest cost and Foreign Exchange losses. Interest cost increased on account of borrowings to finance the capital expenditure. The capital expenditure incurred was during 2014-15 but it was commissioned in 2015-16.

Cash profit (Profit before Tax & Depreciation) was at Rs, 205 lacs in the year 2015-16 as compared to loss of Rs, 65 lacs in the year 2014-15.

III. Outlook

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

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

IV. Risks and Concerns

The Present and future risks are reviewed by the management of the Company at regular intervals. Major risks identified by the business and functions are systematically addressed through mitigating actions on continuous basis. These are discussed at Audit Committee and Board of Directors Meetings. Following risks are considered as high risks areas:

i Foreign Exchange Fluctuations

ii. Procurement Risk

iii. Competition Risk

Major Risk arises from main raw material viz., Ethylene Oxide (EO). EO is currently consistently available from only one manufacturer in the country. Some of the major raw materials are hazardous and inflammable. The Company has ensured that Safety equipment''s and infrastructure are in place as per statues and global safety standards.

In addition to above, the Company feels that slowdown in world economies, will affect demand from user industry specifically and lower overall demand, can bring pressures all over and the aggressive pricing can cause concerns about margins.

V. Internal Financials Controls and its adequacy

Internal Checks and Controls covering operations of the Company are in place and are constantly being improved upon. The Company had laid down internal financial controls to be followed by the Company and such policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company''s 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 information.

VI. Human Resources

Employee relationships at all levels continued to be satisfactory. The management would like to record its appreciation of dedicated and strong support provided to your Company, by its employees at all levels. During the year under review, the Company successfully entered into wage settlement agreement with workers of the Company. The number of employees on rolls as on 31^stMarch 2016 is 98.

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

5. BOARDMEETINGS

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

The Board met four times in the financial year 2015-16 i.e on 23^rdMay 2015, 12^th August 2015, 4^th November 2015 and 9^th February 2016.

6. BOARDCOMMITTEES

During the year, in accordance with the Companies Act, 2013, the Board re-constituted some of its Committees. There are currently six Committees of the Board, which are given below:

- Audit Committee

Audit Committee includes five Directors viz., Mr. Ajit Shah (Chairman/Independent Director), Mr. Sanjeev Mukerjee (Independent Director), Mr. Ranjal Laxmana Shenoy (Independent Director), Mr. Manoj Khullar (Managing Director) and Mr. Satish Kelkar (NonExecutive Director).

The role includes oversight of Company''s financial reporting process and disclosure of financial information to ensure that the financial statements are correct, sufficient and credible; recommending the appointment, re-appointment, remuneration and terms of appointment of auditors and approval of payment for any other services rendered by statutory auditors; reviewing with the management quarterly results and annual financial statements before submission to the Board for approval; approval or any subsequent modification of any transactions of the Company with related parties; review and monitor the auditor''s independence and performance and effectiveness of audit process; scrutiny of inter corporate loans and investments, if any; evaluation of internal financial controls and risk management system; and reviewing the functioning of the whistle blower mechanism.

- Nomination and Remuneration Committee

The Board has constituted Nomination and Remuneration Committee which comprises of three Independent Directors viz. Mr. Ranjal Laxmana Shenoy, Mr. Ajit Shah and Mr. Sanjeev Mukerjee.

The role of the committee include the Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees; formulation of criteria for evaluation of Independent Directors and the Board; devising a policy on Board diversity; and identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.

- Stakeholders'' Relationship Committee

Stakeholders Relationship Committee comprises of Mr. Sanjeev Mukerjee (Independent Director), Mr. Ajit Shah (Independent Director) and Mr. Manoj Khullar (Managing Director).

The Committee focuses primarily on monitoring and ensuring that all shareholder and investor services operate in an efficient manner and that shareholder and investor grievances / complaints including that of all other stakeholders are addressed promptly with the result that all issues are resolved rapidly and efficiently.

- Corporate Social Responsibility Committee

The Board has constituted Corporate Social Responsibility Committee comprising of Mr. Ajit Shah (Independent Director), Mr. Arun Roy (Non-Executive Director) and Mr. Manoj Khullar (Managing Director).

The Committee focuses on formulation and Review of CSR policy indicating activities to be undertaken by the Company; recommendation of the amount of expenditure to be incurred on CSR activities and monitoring and implementing this policy from time to time.

The CSR policy of the Company and Annual Report on CSR activities is annexed herewith as Annexure A.

- Risk Management Committee

The Board has constituted Risk Management Committee comprising of Mr. Arun Roy (Non -Executive Director), Mr. Manoj Khullar (Managing Director) and Mr. Chidananda Bhagwat, (Operation Manager).

The role of Risk Management Committee includes reviewing and approving the risk management policies of the Company; assessment and monitoring of all risks associated with the operations of the Company and development and implementation of internal compliance and control systems and procedures to manage risk.

- Committee for Issue of Duplicate Share Certificates

The Board has constituted a Committee for the purpose of issuance of duplicate share certificates. The Committee comprises of two Non-Executive Directors, Mr. Arun Roy, Mr. Satish Kelkar and Mr. Manoj Khullar, Managing Director.

7. DIRECTORS'' RESPONSIBILITYSTATEMENT

In pursuance of section 134 (3)(c) of the Companies Act, 2013, the Directors hereby confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have 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 at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the 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; and

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

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

8. FRAUDREPORTINGBYAUDITORS

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

9. DECLARATION FROM INDEPENDENT DIRECTORS ONANNUALBASIS

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

10. DIRECTORS AND KEYMANANGERIAL PERSONNEL

In accordance with the provision of the Companies Act, 2013 Mr. Ian Brown and Ms. Sze Wee Ong, Directors of the Company, retire by rotation and being eligible, offer themselves, for re-appointment. The profiles of the Directors seeking re-appointment form part of the Annexure to the Notice.

During the year Mr. Yogesh Thar and Mr. Pierre Franck Valentin resigned as Directors with effect from 30^th September 2015 and 29^th February 2016 respectively. Mr. Chen Pu ceased to be Alternate Director to Mr. Pierre Franck Valentin with effect from 29^th February 2016. Your Directors place on record their sincere appreciation of the valuable contribution made by them during their tenure as Directors of the Company.

The Board of Directors appointed Mr. Ajit Shah as an Additional Director to hold office as an Independent Director of the Company with effect from 20^thOctober 2015 and Ms. Valdirene Licht as Additional Director with effect from 15^th March 2016.

Mr. Shah and Ms. Licht shall hold office of Director up to the date of the forthcoming Annual general meeting of the Company. The Company has received a notice in writing from a member along with the deposit of requisite amount under Section 160 of the Act proposing the candidature each of Mr. Shah and Ms. Licht for the office of Director of the Company.

Details of the proposal for appointment of Ms. Valdirene Licht and Mr. Ajit Shah are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of the 29^th Annual General Meeting.

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

The Company has recognized pursuant to Sections 2 (51) and 203 of the Act, Mr. Manoj Khullar, Managing Director, Mr. RajeevGupte, Chief Financial Officer and Mr. Amit Kumashi, Company Secretary of the Company as Key Managerial Personnel of the Company.

11. ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013 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 Committees. The Independent Directors have evaluated the performance of the working Directors and the Chairman of the Company

12. COMPANY''S POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

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

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

REMUNERATION POLICY Directors

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

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

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

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

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

Key Managerial Personnel and Other Employees

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

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

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

CRITERIA FOR BOARD MEMBERSHIP

Directors

The Company shall take into account following points:

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

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

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

Independent Director

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

Independent Director shall meet all criteria specified in Section 149(6) of the Companies Act, 2013 and rules made there under.

13. RISK MANAGEMENT POLICY AND INTERNAL CONTROLADEQUACY

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

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

14. VIGILMECHANISM

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

15. SIGNIFICANTAND MATERIALS ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS

No significant or material orders were passed by the Regulators or Courts or Tribunals which impacts the going concern status and Company''s operations in future.

16. AUDITORS Statutory Auditors

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

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

Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Company has appointed M/s. Kishore Bhatia & Associates, Cost Accountant as the Cost Auditor of the Company for the financial year 2015-16.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed

M/s. Alwyn D''Souza & Co., Company Secretaries to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as Annexure B. The Report does not contain any qualification, reservation or adverse remark.

Internal Audit

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

17. COMMENTSONAUDITORS''REPORT

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

18. EXTRACTOFANNUALRETURN:

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

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

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

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

During the financial year 2015-16, Company has entered into transactions with related parties, which were in the ordinary course of business and on arms'' length basis and in accordance with the provisions of the Companies Act, 2013, Rules issued there under.

The details of the related party transactions as required under Accounting Standard - 18 are set out in Note 26.9 to the financial statements forming part of this Annual Report.

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

21. FIXEDDEPOSITS

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

22. MATERIAL CHANGES AND COMMITMENTS AFFECTING THEFINANCIALPOSITIONOF THECOMPANY

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

23. EMPLOYEES

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

24. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

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

Number of Complaints of sexual harassment received during the period April 2015 to March 2016	Number of complaints disposed off during the period April 2015 to March 2016	Nature of action taken by the employer
NIL	Not applicable	Not applicable

governance is applicable to Sunshield Chemicals Limited ("Company"), since Company''s paid-up Capital is less than Rs, 10 crores and net worth is less than Rs, 25 crores.

27. ENVIRONMENT, HEALTH AND SAFETY

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

28. APPRECIATION

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

For and On Behalf of the Board of

Directors R L Shenoy

Chairman

DIN No. 0074761

Mumbai, 30^thMay 2016

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Mar 31, 2015

Dear Members,

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

1. OVERVIEWOF FINANCIAL RESULTS

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

(Rs. In Lac)

2014-15 2013-14

Export Sales 6509 7786

Domestic Sales 5346 5547

(Net of Excise Duty)

Other Operating Income 45 32

Revenue from Operations 11900 13365

Other Income 69 38

Total Income 11969 13403

Less :

Materials Consumed 8627 9594

Employees Remuneration 629 499 & Benefits Manufacturing,

Administrative, Selling &

Other Expenses 2428 2184

Total Expenses 11685 12277

Operating Profit (EBITDA) 285 1126

Less: Finance Cost 349 357

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

Less: Depreciation 327 230

Net Profit Before Tax (391) 539

Less: Tax Provision (73) 579

Net Loss after Tax (318) (40)

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

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

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

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

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

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

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

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

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

- Improved quality control and development laboratories.

3. DIVIDEND

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

4. SHARECAPITAL

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

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

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

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

I. Industry Structure & Development :-

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

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

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

Company's main products belongto:

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

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

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

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

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

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

II. Operating and Financial Performance of the Company

(Rs. In Lacs)

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

i) Exports 6509 7786

ii) Domestic 6077 6128

iii) Processing Charges 107 111

iv) Other Operating Income 45 32

Gross Sales 12738 14057

Less: Excise Duty 838 692

Net Sales 11900 13365

Net Loss after Tax (318) (40)

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

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

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

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

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

III. Outlook

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

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

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

IV. Risks and Concerns

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

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

V. Internal Control System and its adequacy

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

VI. Human Resources

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

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

6. BOARDMEETINGS

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

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

7. BOARDCOMMITTEES

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

- AuditCommittee

- Nomination and Remuneration Committee

- Stakeholders' Relationship Committee

- Corporate Social Responsibility Committee

- RiskManagementCommittee

- Committee for Issue of Duplicate Share Certificates

Details of all the Committees are provided in the

"Report on Corporate Governance", a part of this

Annual Report.

8. DIRECTORS' RESPONSIBILITY STATEMENT

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

2013, the Directors hereby confirm that:

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

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

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

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

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

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

9. FRAUD REPORTING BY AUDITORS

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

10. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

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

11. DIRECTORS AND KEY MANANGERIAL PERSONNEL

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

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

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

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

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

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

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

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

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

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

12. ANNUAL EVALUATION

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

13. COMPANY'S POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

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

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

REMUNERATION POLICY

Directors

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

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

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

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

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

Key Managerial Personnel and Other Employees

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

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

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

CRITERIA FOR BOARD MEMBERSHIP

Directors

The Company shall take into account following points:

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

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

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

Independent Director

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

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

14. RISK MANAGEMENT POLICY AND INTERNAL CONTROLADEQUACY

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

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

15. VIGILMECHANISM

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

16. AUDITORS

Statutory Auditors

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

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

CostAuditors

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

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

Secretarial Audit

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

Internal Audit

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

17. COMMENTS ON AUDITORS' REPORT

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

18. EXTRACT OF ANNUAL RETURN:

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

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

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

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

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

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

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

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

21. CORPORATE SOCIAL RESPONSIBILITY

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

22. FIXED DEPOSITS

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

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

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

24. EMPLOYEES

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

25. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

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

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

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

27. CORPORATEGOVERNANCE REPORT

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

28. ENVIRONMENT, HEALTH AND SAFETY

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

29. APPRECIATION

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

For and On Behalf of the Board of Directors

R L Shenoy Chairman

Mumbai, 15th July 2015

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Mar 31, 2014

Dear Members,

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

A. overview of Financial Results

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

(Rs. In Lacs)

2013- 2012- Change 2014 2013 over previous years

Export Sales 7927 6307 26%

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

Operations 13390 10530 27%

Other Income 78 20 62%

Total Income 13468 10550 28%

Less :

Materials Consumed 9610 7559 27%

Employees Remuneration & Benefits 499 468 7%

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

Total Expenses 12250 9689 27%

Operating Profit 1218 861 41% (EBITDA)

Less: Finance Cost 449 510 (12%)

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

Less: Depreciation 230 248 (7%)

Net Profit Before Tax 539 103 423%

Less: Tax Provision Current Tax 115 21

Deferred Tax 693 (2)

MAT Credit Entitlement (229) -

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

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

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

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

I. Industry Structure & Development:

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

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

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

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

II. operating and Financial performance of the Company

(Rs. In Lacs)

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

(i) Exports 7927 6307 26%

(ii) Domestic 6155 4878 26%

Gross Sales 14082 11185 26%

Less: Excise 692 655 6% Duty

Net Sales 13390 10530 27%

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

Volume Sales 9703 8146 19% (MT)

Net Sales 13390 10530 27% Value (Rs.)

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

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

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

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

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

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

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

III. outlook

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

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

IV. Risks and Concerns:

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

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

V. Internal Control System and its adequacy:

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

VI. Human Resources:

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

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

C. Dividend

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

D. Directors

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

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

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

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

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

e. Directors'' Responsibility Statement

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

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

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

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

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

F. Fixed Deposits

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

G. Auditors

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

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

H. Cost Audit

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

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

I. employees

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

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

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

As required by Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, relevant data pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, are given as Annexure to this Report.

K. Corporate Governance Report

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

l. environment, Health and Safety

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

M. Appreciation

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

For and on Behalf of the Board of Directors

Mumbai, Suresh Talwar

23rd May 2014 Chairman

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Mar 31, 2013

Dear Members,

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

A. Overview of Financial Results

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

(Rs.In Lacs)

2012- 2011- Change 2013 2012 over previous years

Export Sales 6307 4938 28%

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

Revenue from 10530 9428 12%

Operations

Other Income 20 93 (78%)

Total Income 10550 9521 11%

Less :

Materials Consumed 7559 6817 11%

Employees

Remuneration & Benefts 468 390 20%

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

Total Expenses 9682 8664 12%

Operating Proft 868 857 1%

(EBITDA)

Less: Finance Cost 510 550 (7%)

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

Less: Depreciation 248 224 11%

Net Proft Before Tax 110 83 33%

Less: Tax Provision 19 (14)

Net Proft after Tax 91 97 (6%)

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

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

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

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

C. Dividend

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

D. Directors

The Board at its meeting held on 27th December,

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

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

The Board at its meeting held on 13th February,

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

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

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

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

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

F. Directors'' Responsibility Statement

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

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

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

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

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

G. Fixed Deposits

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

H. Shifting of the Registered Offce of the Company

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

I. Auditors

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

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

J. Cost Compliance Report

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

K. Cost Audit

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

L. Particulars of Employees

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

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

As required by Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, relevant data pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, are given as Annexure to this Report.

N. Corporate Governance Report

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

O. Environment, Health and Safety

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

P. Appreciation

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

For and On Behalf of the Board of Directors

Mumbai, Suresh Talwar

7th June, 2013 Chairman

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Mar 31, 2012

The Directors are pleased to submit their 25th Annual Report and Audited Accounts for the year ended 31st March, 2012, also incorporating Management's Discussion and Analysis of performance of your Company:

A OVERVIEW OF FINANCIAL RESULTS

Highlights of Company's performance during the financial year 2011-12, is as under:

(Rs. in Lacs)

2011-2012 % to Net 2010-2011 % to Net Change over Sales Sales Previous year

Gross Sales 10069 — 8492 — 19%

Net Sate by volume (MT) 8062 — 7972 — 1%

Net Sates 9429 — 7914 — 19%

Other income 93 — 65 —

Total Income 9522 — 7979 — 19%

Less : Materials Consumed 6817 72% 5539 70% 23%

Employees Remuneration & Benefits 390 4% 327 4% 19%

Manufacturing, Administrate , 1458 15% 1247 16% 17% Setting & Other Expenses

Total Expenses 8665 19% 7112 20% 22%

Operating Prett (EBITDA) 857 9% 867 11% (1%)

Less: Finance Cost 550 6% 410 5% 34%

Prom Before Tax 4 Depredation 307 3% 457 6% (33%) (cash profit)

Less; Depreciation 224 2% 193 2% 16%

Net Profit before Tax 83 — 264 — (68%)

Less: Tax Provision

Income Tax (18) — (51) —

Deferred Tax 31 — (54) —

Net Profit after Tax 97 — 159 — (39%)

B MANAGEMENT DISCUSSION AND ANALYSIS: F.Y. 20H-2012

(Pursuant to Clause 48 of the Listing Agreement with the Stock Exchange, Bombay)

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

L Industry Structure & Development :-

Your Company manufactures process chemicals that are formulated to meet requirements of industries and are known as "Specialty Chemicals" (SC)

Specialty Chemicals manufactured by the Company find extensive use in diverse range of Industries, such as Wire Insulation Enamel, PVC stabilizers, Inks, Colours, Coatings, Textiles, Agro-chenricats, Plasties, Rubber and Latex, Tyre and Tubes, Lubricant and additives, and many more- Some of these SC are Ethylene Oxide (EO) based derivatives, catted Etttytene Oxide Condensates (EOC). For the EOC industry, EO is a vital input. EO is a product manufactured mainly for captive consumption by petrochemical complexes to produce MEG, a vilal input for Polyester Fibre industry. Based on the captive requirements, petrochemical complexes allocate EO to EOC industry. EO is non importable by sea im on account of transportation hazards because of its characteristics of low boiling point and explosive nature. EO, therefore needs to be transported at controlled temperatures and under Nitrogen pressure, in specially designed road tankers. EOC Industry therefore depends entirely on domestic EO avatebtlity and Prices.

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

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

III. Operating and Financial Performance of the Company

Sales / Pressures on Margins (Rs in Lacs)

FY. FY. Change over 2011-2012 2010-2011 Previous year

i) Domestic 4902 4003 22%

ii) Exports 4969 4300 16%

iii) Other Processing Revenue 206 192 7%

Gross Sales 10069 8492 19%

Less: Excise Duty 640 578

Net Sales 9429 7914 19%

Other Income 93 65 43%

Total Income 9522 7979 19%

FY FY. Change over 2011-2012 2010-2011 Previous year

Volume Sales (MT) 8062 7972 1%

Net Sales Value (Rs.) 9429 7914 19%

Average Product Price (Rs. per kg) 117 99 18%

1. During the year, Sales by Volume went up by 1% from 7972 Mt to 8062 Mt. the sales in Value terms went up by 19%. The growth was contributed by increase in average selling price of its products from Rs. 99 per kg to Rs.117 per kg. This increase in average selling price was caused on account of steep increase in landed cost of imported input materials as also adverse foreign exchange rates.

Value of the Materials consumed as percentage of net sales increased by 2%.

2. The Company could not increase selling prices of its key products for sales in the export markets to the extent of increase in the costs of input materials, partly due to earlier commitments and partly due to increase in competition from Chinese manufactures.

3. In addition, one of its foreign customers slowed down its offtake from the Company of a product with good margin for major part of the year. Export of the product has restarted in the current year.

4. Profit Margins were, therefore under pressure.

5. EBIDTA stood at Rs. 8.57 crores in the year 2011-12 against EBIDTA of Rs. 8.67 crores in the previous year, a drop of 2% as percentage to Net Sales.

6. There was a steep increase in Finance Cost to the extent of 34%. Cash profit (Profit before Tax & Depreciation) came down from Rs. 4.57 croresjn the year. 2010-11 to Rs. 3.07 crores in the year 2011 -12.

IV. Outlook

Your Company is already recognized globally, as a reliable supplier of quality Specialty Chemicals, for a variety of end use applications. Company is reasonably optimist to improve its performance in the current year.

This outlook is on account of sustained sales to globally renowned customers and acceptance of Antioxidants of the Company in EU and USA markets.

V. Risks and Concerns:

i. Slow down in world economies, coupled with weakening of rupee, will bring severe pressure on cost of input materials including those based on Naphtha / Crude, which will translate into pressure on profit margins during the current year.

ii. Uncertainties in global economies may affect demand, from some of the overseas customers.

iii. During the year, the Company converted a part of its long term rupee borrowings into FCNR(B) borrowings for achieving interest cost reduction. Volatility of $:Rs. exchange rate may nullify the benefit that would have accrued in interest costs.

VI. Internal Control System and its adequacy:

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

VII. Human Resources:

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

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

C DIVIDEND

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

D DIRECTORS

In accordance with the provision of the Companies Act, 1956 read with Article 166 of the Articles of Association of the Company, Shri Satish M Kelkar and Shri Dhiren P. Mehta, Directors of the Company, retire by rotation and being eligible, offer themselves, for re-appointment.

E DIRECTORS' RESPONSIBILITY STATEMENT

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

(i) that in the preparation of the accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures.

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

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

(iv) that the Directors have prepared the accounts for the financial year ended 31st March, 2012 on a 'going concern' basis.

E FIXED DEPOSITS

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

G. AUDITORS

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

H PARTICULARS OF EMPLOYEES

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

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

As required by Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, relevant data pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, are given as Annexure to this Report.

J. CORPORATE GOVERNANCE REPORT

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

K. ENVIRONMENT. HEALTH AND SAFETY

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

L APPRECIATION

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

For and On Behalf of the Board of Directors

Amit Choksey Shrirang Belgaonkar

Chairman Wholetime Director

Mumbai, 11th May, 2012

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Mar 31, 2011

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

A. OVERVIEW OF FINANCIAL RESULTS

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

(Rs. in Lakhs)

2010-2011 2009-2010

Gross Sales Rs. 8479 6800

Net Sales Rs. 7901 6450

Net Sale by Volume MT 7230 6661

Other Income Rs. 81 1

Total Income Rs. 7982 6451

Less : Materials Consumed Rs. 5539 4271

Employees Remuneration & Benefits Rs. 327 272

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

Total Expenses Rs. 7114 5532

Operating Profit (EBITDA) Rs. 868 919

Less: Interest Rs. 410 355

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

Less: Depreciation Rs. 193 181

Net Profit before Tax Rs. 265 383

Less: Tax Provision Rs. 105 78

Net Profit after Tax Rs. 160 305

C. DIVIDEND

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

D. DIRECTORS

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

E. DIRECTORS RESPONSIBILITY STATEMENT

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

(i) that in the preparation of the accounts for the financial year ended 31st March, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures.

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

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

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

F . FIXED DEPOSITS

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

G. AUDITORS

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

H. PARTICULARS OF EMPLOYEES

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

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

As required by Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, relevant data pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, are given as Annexure to this Report.

J. CORPORATE GOVERNANCE REPORT

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

K. ENVIRONMENT, HEALTH AND SAFETY

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

L. APPRECIATION

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



For and On Behalf of the Board of Directors



Amit Choksey Shreerang Belgaonkar Chairman Wholetime Director

Mumbai, 10th May, 2011

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Mar 31, 2010

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

A OVERVIEW OF FINANCIAL RESULTS

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

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

B MANAGEMENTS DISCUSSION AND ANALYSIS:

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

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

II. Industry Structure & Development:-

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

IV. Outlook

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

V. Risks and Concerns:

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

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

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

VI. Internal Control System and its adequacy:

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

VII. Material Development in Human Resources :

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

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

C. DIVIDEND

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

D. DIRECTORS:

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

E DIRECTORS RESPONSIBILITY STATEMENT:

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

(i) that in the preparation of the accounts for the financial year ended 31st March, 2010, the applicable accounting _.,. standards have been followed along with proper explanation relating to material departures. - ¦-

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

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

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

E FIXED DEPOSITS

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

G AUDITORS

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

H. PARTICULARS OF EMPLOYEES

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

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

As required by Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, relevant data pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, are given as Annexure to this Report.

J. CORPORATE GOVERNANCE REPORT

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

K. ENVIRONMENT HEALTH AND SAFETY

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

L APPRECIATION

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

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