Shentracon Chemicals Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Directors have pleasure in presenting their 32^ndAnnual Report of the business and operations of the Company together with audited financial statements for the financial year ended March 31, 2025. The earlier version of the Director''s Report was placed before the Board on 10.05.2025. However, certain material events and developments that occurred after the initial placement necessitated the revision and resubmission of the report to ensure full and fair disclosure.

FINANCIAL PERFORMANCE:		(Amount in Rs.)
Particulars	2024-25	2023-24
Total Income	17, 66,170	2,215
Profit / (Loss) before Depreciation & tax	60,681	(10,69,375)
Less: Depreciation	-	-
Less: Extra ordinary item	30,34,228	-
Profit/ (Loss) before tax	(29,73,547)	(10,69,375)
Less: Tax Expenses	15,677	-
Profit /(Loss) for the year	(29,89,224)	(10,69,375)

STATE OF COMPANY’S AFFAIRS:

During the year under review, the Company did not carry out any business operations in real terms. There has been no operational income or commercial activity during the year. The Company has undertaken strategic initiatives to revamp its operations, enhance corporate governance, and strengthen financial stability in order to sustain long-term business growth and shareholder value. The members of the Company in its Extra-Ordinary General meeting held on 6th February, 2025 has approved the proposal for issuance of 6,06,000 (Six Lakh Six Thousand Only) 10% Cumulative Non-Convertible Redeemable Preference Shares (herein after referred to as “"CNCRPS") of Rs. 50/- (Rupees Fifty Only) each at par on a private placement basis through Private Placement Offer for consideration in cash.

In light of the suspension from Bombay Stock Exchange Limited ("BSE"), the Company has proactively initiated steps to ensure compliance with listing regulations and has filed for revocation. The Company has received the in-principle approval from the BSE vide its letter dated 14^th July, 2025 for revocation of suspension in trading of equity shares. The Company continues to meet its statutory and regulatory compliance obligations. The Company is committed to transforming its operations and driving sustainable growth in the chemical industry. The Company is confident that the business strategy will not only revitalize its market presence but also enhance shareholder value and comply with all regulatory obligations.

OPERATIONAL REVIEW AND INDUSTRY OUTLOOK:

During the year under review, although the Company did not engage in any active business operations, and neither engaged in manufacturing process of Chemicals, the total income stood at Rs. 17,66,170/-, as compared to Rs. 2,215/- in the previous year, primarily attributable to nonoperational income sources. The Company incurred a net loss of Rs. 29,89,224/- for the current year, as against a net loss of Rs. 10,69,375/- in the previous year. The increase in loss is mainly on

account of statutory and administrative expenses. The Company continues to monitor its financial position while exploring potential business opportunities.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, 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 report other than those stated elsewhere in this report

CHANGE IN NATURE OF BUSINESS:

There has been no change in nature of business of the Company during the F.Y. 2024-25. However, the company is further exploring future possibilities of trading in chemicals and allied product, to run a manufacturing unit on contract basis in same line of business.

CHANGES IN SHARE CAPITAL:

The equity share paid up Share Capital as on 31^st March, 2025 stood at Rs. 4,43,81,430. During the year under review, the Company has not issued any equity shares with differential voting rights as to dividend, voting or otherwise and neither issue any sweat equity shares nor granted any Employees stock options and neither came out with rights, bonus issue. However, the company had re-classified its authorized preference share capital of the Company and consequently varied the rights attached to the existing preference shares of the Company by way of pre mature redemption and had subsequently allotted 6,06,000 10% cumulative nonconvertible redeemable preference shares of nominal value of Rs. 50 each on a private placement basis in different tranches during the Financial year 2024-25 as approved by shareholders by way of Postal Ballot concluded on 05.02.2025.

During the year under review, the company had redeemed at pre-mature date 3,44,743 10% Cumulative convertible redeemable preference shares (CCRPS) of nominal value of Rs. 50/- each for a full and final settlement amount of Rs. 53/- per share and 10,00,000 13.50% Cumulative Redeemable Preference Shares (CRPS) of nominal value of Rs. 10/- each for a full and final settlement of Rs. 12/- per share .

TRANSFER TO RESERVE:

During the period under review, no amount was transferred to any Reserves.

DIVIDEND:

In view of huge accumulated losses, the Company is not in a position to recommend any dividend for the financial year 2024-25.

DETAIL OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

Directors:

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Appointment and Qualifications of Directors) Rules, 2014 and the Articles of Association of the company Mrs. Garima Sureka (DIN: 07138785), Director of the Company retires by rotation & being eligible offers herself for re-appointment at the ensuing Annual General Meeting of the company. The resume and other information regarding re-appointment of Mrs. Garima Sureka (DIN: 07138785), as required under Regulation 36 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015 (the "SEBI LODR") will be given in the Notice convening the ensuing Annual General Meeting.

The Board of Directors at its meeting held on 23.08.2024, and on the recommendation of the Nomination and Remuneration Committee, appointed Mr. Milan Sardar (DIN: 08470284), as an Additional (Independent) Director of the Company to hold office for a term of 5 (five) consecutive years commencing from August 23, 2024 as approved by the shareholders at Annual General Meeting held on 28.09.2024.”

Your Company has received declaration from each of the Independent Directors under Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of SEBI Listing Regulations, 2015 that they meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI Listing Regulations, 2015 and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his/her ability to discharge their duties with an objective independent judgment and without any external influence. All the declarations were placed before the Board.

KEY MANGERIAL PERSONNEL

Your Company has following personnel’s designated as whole -time key managerial personnel as on 31.03.2025 pursuant to section 203 of the Companies Act, 2013 and rules made thereon:

1) Mr. Jayanta Sahu - Manager

2) Mr. Rajesh Kumar Rungta- Chief Financial Officer

3) Mr. Sourabh Chitlangia- Company Secretary

However, there had been changes in the whole -time key managerial personnels of the Company due to resignation of Mr. Sourabh Chitlangia as the Company Secretary of the company w.e.f 21.05.2025 and Mr. Rajesh Kumar Rungta as Chief Financial Officer of the company w.e.f. 14.05.2025 respectively and subsequent appointment of the following personnels as KMPs:-

Ms. Kiran Satyawan Vaidya (Chief Financial Officer ) (w.e.f 21.05.2025) and Ms. Vandana Gupta (Company Secretary ) (w.e.f 02.06.2025)

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES:

The statement containing the disclosure as required in accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 is annexed as “Annexure A” and forms a part of the Board Report.

Further, none of the employees of the Company are in receipt of remuneration exceeding the limit prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 so statement pursuant to Section 197(12) of the Companies Act 2013 read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 is not required to be included.

POLICY FOR REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES:

The Company recognizes the fact that there is a need to align the business objective with the specific and measurable individual objectives and targets.

Pursuant to provisions of Section 178(3) of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company based on the recommendation of the Nomination and Remuneration Committee, has formulated a Remuneration Policy. The remuneration policy of the company can be accessed to its website at https: //www .shentracon.com/investor.html.

The Remuneration Policy of the Company, inter alia, includes the aims and objectives, principles of remuneration, guidelines for remuneration to Directors and KMPs.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as per applicable provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

None of the Directors on the Board is a member of more than 10 Committees and the Chairman in more than 5 Committees, across all Companies in which they are Director and the same is in compliance with Regulation 26 of SEBI Listing Regulations, 2015.

¹ The directorship held by Directors as mentioned above does not include Directorships of private companies / Section 8 companies / foreign companies as on 31^st March, 2025.

In accordance with Regulation 26 of the SEBI Listing Regulations, 2015, Memberships/Chairmanships of Board Committees relate to only Audit Committee and Shareholders’ / Stakeholder Relationship Committee in all public limited committee (excluding Shentracon Chemicals Limited) have been considered.

During the financial year 2024-2025, 11 (Eleven) meetings of the Board of Directors were held on 27^th April, 2024, 29^th May, 2024, 29^th June, 2024, 13^th August, 2024, 23^rd August, 2024, 12^th November, 2024, 27^th December, 2024, 14^th February, 2025, 27^th February, 2025, 6^th March, 2025 & 13^th March, 2025.

COMMITTEES OF BOARD

There are currently four Committees of the Board, as follows:

S Audit Committee

S Nomination and Remuneration Committee S Stakeholders’ Relationship Committee AUDIT COMMITTEE

The company has an Audit committee with majority including chairman being independent directors. They possess sound knowledge on accounts, audit, finance, taxation, internal controls etc. The Audit Committee acts as a link between the statutory and internal auditors and the Board of Directors.

Composition, Name of Member and Chairperson:

The Audit Committee consists of 3 members as on 31st March, 2025 with majority independent directors. The Committee had met 4(four) times i.e. on 31st May, 2024, 23^rd August 2024, 07^th October, 2024, 01^st February 2025.

NOMINATION AND REMUNERATION COMMITTEE

Nomination and Remuneration Committee has been constituted pursuant to section 178 of Companies Act, 2013 read with Regulation 19 of SEBI Listing Regulations, 2015.

Composition and meeting details:

The Nomination and remuneration committee consist of the following non-executive members. The Chairman being the Independent Director. The Committee had met three times i.e., on 29^th June, 2024, 23^rd August, 2024, and 22^nd February, 2025. The details of composition of the Nomination & Remuneration Committee are as under:-

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee shall act in compliance with the provisions of Section 178(5) of the Companies Act, 2013 and Regulation 20 of SEBI Listing Regulations, 2015.

The Stakeholders Relationship Committee of your Company comprises of three members, out of which one being Non-Executive & Non-Independent Directors. During the financial year one meeting was held i.e. 10^th February, 2025 to consider & resolve the grievances of Security holders.

DISCLOSURE ON ESTABLISHMENT OF A VIGIL MECHANISM / WHISTLE BLOWER POLICY

In compliance with provisions of Section 177(9) of the Companies Act, 2013 read with rules and Regulation 22 of SEBI Listing Regulations, 2015, the Company has framed a Vigil Mechanism / Whistle Blower Policy to deal with unethical behaviour, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy, if any. The Vigil Mechanism / Whistle Blower Policy have also been uploaded on the website of the Company and may be accessed at http://www.shentracon.com/pdf/v mach.pdf

DISCLOSURE ON ESTABLISHMENT OF A RISK MANAGEMENT POLICY

Pursuant to section 134(n) of the Companies Act, 2013 and Regulation 17(9) of SEBI Listing Regulations, 2015, your company has a Risk Management framework to identify, evaluate business risk and

opportunities. Risk management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/ control the probability and / or impact of unfortunate events or to maximize the realization of opportunities.

Your Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. Your Company’s management systems, organizational structures, processes, standards, code of conduct and behaviours governs how the Group conducts the business of the Company and manages associated risks.

PREVENTION. PROHIBITION & REDRESSAL OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company has always believed in providing a safe and harassment free workplace for every individual working in the Company. Your Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company is not required to form an internal complaint committee under section 4 of the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year no complaint was filed in the Company.

LISTING AT STOCK EXCHANGE:

The Equity shares of the company are listed on The Calcutta Stock Exchange Association Ltd., The BSE Ltd and Ahmedabad Stock Exchange Limited (de- recognized). Further, the Equity Shares of the Company are suspended in BSE Ltd. since 10.09.2001. The Company has already made an application with the Bombay Stock Exchange (BSE) for revocation of suspension of trading of equity shares. The Company has received the in-principle approval from the BSE vide its letter dated 14^th July, 2025 for revocation of suspension in trading of equity shares.

FAMILIARIZATIONS PROGRAMME FOR INDEPENDENT DIRECTORS

In terms of Regulation 25(7) of the SEBI Listing Regulations, 2015 the Company has conducted the Familiarization Program for Independent Director to familiarize them with their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the company, etc., through various initiatives. The same has been uploaded in Company’s website and may be accessed at https://www.shentracon.com/pdf/familiarisation-programme-for-ID-24-25.pdf.

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

In accordance with the provisions of Section 134(3)(m) of Companies Act, 2013 the required information relating to the "Conservation of Energy, Technology, Absorption and Foreign Exchange Earnings and outgoing" are nil. Since presently there are no manufacturing activities in the company therefore no such data are available.

DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES:

Your Company has neither a Subsidiary Company nor a Joint Venture Company or an Associate Company during the year under review. Therefore, no disclosure is required to be included in this report.

Moreover, Formulation of Policy for determining material subsidiary is not required.

STATUTORY AUDITORS

M/s. Chanani & Associates, Chartered Accountants, who were appointed as the Statutory Auditors of the Company for a term of five consecutive years at the AGM held on 30.09.2022 till the conclusion of AGM to be held in the year 2027, have tendered their resignation with effect from 13.05.2025, for the remaining term of their period.

Hence, in order to fill up the casual vacancy, the Company has appointed M/s.Mark & Co. Chartered Accountants, [Firm Registration No. : 142902W] in the Board Meeting convened on 28.05.2025.

The office of M/s. Mark & Co, Chartered Accountants, are to be confirmed by the members in the ensuing Annual General Meeting, Further, their appointment shall be for the tenure of 01(One) year, subject to the approval of members in the ensuing Annual General Meeting. As required under Section 139 of the Companies Act, 2013, the Company has received a written consent from M/s. Mark & Co Chartered Accountants, , for such appointment and also a certificate to the effect that their appointment, if made, would be in accordance with Section 139(1) of the Companies Act, 2013 and the rules made thereunder.

The statutory Auditor has not reported any incident of fraud to the Audit committee of the company in the year under review.

The Auditors’ Report does not contain any qualification, reservation or adverse remarks.

Key Audit Matters

The Notes on financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments. Further, the Statutory Auditors in their report have stated “Key Audit Matters” and the response of your Board of Directors with respect to the same and note no. 2.17 of financial statement are as follows:

1. Note number 2.17 regarding presentation of accounts on the basis applicable to going concerned although the company’s net worth has been fully eroded due to accumulated losses including the loss for the year for the reasons as a stated in the note. In the event, the going concern assumption is vitiated; the financial statements may requires necessary adjustment. -In regard to this the Board would clarify that the company is exploring the possibilities to trade, run a unit on contract in same line of business and is thus maintaining the status of going concern.

2. As indicated in the financial in statements the company has accumulated losses and its net worth has been fully eroded, the company has incurred loss during the current year. These conditions, along with other matters set forth in notes to the financial statements indicate the existence of material uncertainty that make us significant doubt about the company’s ability to continue as a going concern. However these financial statements of the company has been prepared on a going concern basis due to reasons stated in note no. 2.17- the Board would clarify that the company is exploring the possibilities to trade, run a unit on contract in same line of business and is thus maintaining the status of going concern.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/S. MR & Associates, a firm of Company Secretaries in Practice had undertaken the Secretarial Audit of the Company for F.Y. ended 31.03.2025. The Report of the Secretarial Audit Report is annexed herewith as “Annexure B”.

The Secretarial Auditors in their report have stated the following and the response of your Board of Directors with respect to the same are as follows:

• The Company’s shareholding of promoter and promoter group namely Mrs. Savitri Devi Sureka and Shentracon Financial Services Limited is not held in dematerialized form.

Management Reply- the Company is in process of dematerializing the shares of the promoter and promoter group.

• The Independent directors are not registered with the Indian Institute of Corporate Affairs for inclusion of their name in the data bank consequently not passed any proficiency test according to Section 150 of the Companies Act, 2013.

Management Reply- The management will take care of the same and will abide by the law in the upcoming future.

• There had been delay in newspaper publication for declaration of financial results for quarter and financial Year ended 31^st March, 2024 and 31^st March 2025.

Management Reply- The company had sent the data to the newspaper agency within time but due to some unknown reason the publication has been delayed by one day in both the quarter.

• The company published the advertisement offinancial results for quarter ended 31.12.2024 and 31.03.2025 in the newspaper on 14.02.2025 and 10.05.2025 respectively, without containing a Quick Response Code , as mandated by Regulation 47(1) of SEBI (LODR) 2015 effective from 13th December, 2024.

Management Reply-

The management will take care of the same and will abide by the law in the upcoming future.

INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and The Companies (Accounts) Rules, 2014 the Company has appointed Mr. Abhishek Sharma as Internal Auditor to undertake the Internal Audit of the Company for the F.Y. 2024-25. There stood no adverse finding & reporting by the Internal Auditor in the Internal Audit Report for the year ended 31^st March 2025.

EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, the draft Annual Return of the Company for the Financial Year ended March 31, 2025 is uploaded on the website of the Company at https://www.shentracon.com/fin.html. The final Annual Return shall be uploaded in the same web link after the said Annual Return is filed with the Registrar of Companies, West Bengal.

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

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATION IN FUTURE:

There are no significant material orders passed by the Regulators / Courts/ Tribunals which would impact the going concern status of the Company and its future operations. Although, The Company’s net worth has been fully eroded due to accumulated losses including the loss for the year, the Management is of the opinion that the Going Concern assumption is on the basis of foreseeable future.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has policy for Internal Financial Control System, commensurate with the size, scale and complexity of its operations. Detailed procedural manuals are in place to ensure that all the assets are safeguarded, protected against loss and all transactions are authorized, recorded and reported correctly. The scope and authority of the Internal Audit (IA) function is defined in the internal financial control policy. The Internal Auditor monitors and evaluates the efficiency and adequacy of Internal Financial control system in the Company, its compliance with operating systems, accounting procedures and policies. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board, the internal audit report on quarterly basis and some are reviewed by the committee.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Particulars of loans given, guarantees given and Investments made under the provisions of Section 186 of the Companies Act 2013 read with relevant applicable rules thereon as provided in the notes to the Financial Statements.

CORPORATE SOCIAL RESPONSIBILITY:

In lines with the provisions of Section 135 of the Companies Act, 2013, the provisions of Corporate Social Responsibilities pursuant to Section 135 of the Companies Act 2013 read with relevant applicable rules thereon are not applicable to the Company.

DEPOSITS:

During the financial year, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read relevant applicable rules.

CONTRACTS/ TRANSACTIONS / ARRANGEMENTS WITH RELATED PARTIES:

During the year, the Company had not entered into any contract / arrangement / transaction with related parties thus disclosure relating to details of contracts or arrangements or transactions with related parties referred to in section 188(1) in Form AOC-2 is not required. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or their relatives or other designated persons which could have a potential conflict with the interest of the Company at large. All Related Party Transactions are periodically placed before the Audit Committee for its approval.

Your Directors draw attention of the members to Note 2.22 to the Financial Statement which sets out related party disclosures.

The Policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website and may be accessed at http://www.shentracon.com/pdf/mrpt.pdf.

ANNUAL EVALUATION:

The Nomination & Remuneration Committee of your Company has formulated and laid down criteria for Performance Evaluation of the Board (including Committees) and every Director (including Independent Directors) and that of Committees pursuant applicable provisions of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Based on these criteria, the performance of the Board, various Board Committees viz. Audit Committee, Stakeholder’s Relationship Committee, Nomination and Remuneration Committee and Individual Directors (including Independent Directors and chairman) was evaluated.

During the year under review, the Independent Directors of your Company reviewed the performance of Non-Independent Directors and Chairperson of your Company, taking into account the views of Executive Directors and Non-Executive Directors.

The information flow between your Company’s Management and the Board is complete, timely with good quality and sufficient quantity.

DIRECTORS RESPONSIBILITY STATEMENT:

In terms of provision of Section 134(5) of the Companies Act, 2013, your Board of Directors to the best of their knowledge and ability state that:

I. In the preparation of the annual accounts for the financial year ended on 31^st March 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures.

II. The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31^st March 2025 and of the profit and loss of the company for that period;

III. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

IV. The directors had prepared the annual accounts on a going concern basis;

V. 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.

VI. 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.

CODE OF CONDUCT

The Board has laid down a Code of Conduct for all Board members and senior management of the Company Board members and senior management personnel have affirmed compliance with the Code for the financial year 2024-25 annexed as ‘Annexure C’.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Companies Act, 2013, the Company is not required to transfer any amount to Investor Protection and Education Fund as the Company has not declared any Dividend since its incorporation and as such there is no amount of dividend which was due and payable and remained unclaimed and unpaid for a period of seven years.

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

Management’s Discussion and Analysis Report for the year under review, is presented in a separate section forming part of the Annual Report as “Annexure - D”.

CEO/ CFO CERTIFICATION:

The CEO (Manager) and CFO of the Company have certified to the Board of Directors, inter alia, the accuracy of financial statements and adequacy of internal controls for the financial reporting as required under Regulation 33(2)(a) of the Listing Regulations for the year ended 31st March 2025 is annexed as “Annexure E”

CORPORATE GOVERNANCE

The provision related to corporate governance is not applicable to the company according to regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DETAILS RELATING TO MATERIAL VARIATIONS:

Disclosures regarding material variations as specified in Regulation 32(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not required to be furnished as no such events took place during the year.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

There were no applications made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

There was no such instances of one-time settlement made during the year, therefore the disclosures of the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions is not applicable.

SECRETARIAL STANDARDS:

The Company complies with all applicable secretarial standards as issued and notified by Institute of Company Secretaries of India.

ACKNOWLEDGEMENTS:

Your Directors take the opportunity to thanks the Regulators, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

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Mar 31, 2024

Your Directors have pleasure in presenting their 31^stAnnual Report of the business and operations of the
Company together with audited financial statements for the financial year ended March 31, 2024.

FINANCIAL PERFORMANCE: (Amount in

Rs.)

Particulars	2023-24	2022-23
Total Income	2,215	1,71,150
Profit / (Loss) before Depreciation & tax	(10,69,375)	(9,79,538)
Less: Depreciation	-	-
Profit/ (Loss) before tax	(10,69,375)	(9,79,538)
Less: Tax Lxpenses	-	-
Profit /(Loss) for the year	(10,69,375)	(9,79,538)
Add: Balance as per last financial statements	(10,29,18,866)	(10,19,39,328)
Retained Earnings - Closing Balance	(10,39,88,241)	(10,29,18,866)

STATE OF COMPANY’S AFFAIRS:

There was no business activity in real terms during the year under review. So there was no income during the
year. But Company is reconsidering about other activities suitable for the Company.

OPERATIONAL REVIEW:

• Total Income was Rs. 2,215/- in the current year as against Rs. 1,71,150/- in the previous year.

• Net Profit was Rs. (10,69,375)/- in the current year as against Rs. (9,79,538)/-in the previous year.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL
POSITION OF THE COMPANY

There have been no material changes and commitments, 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 report.

INDUSTRY OUTLOOK:

Presently, the Company is not engaged in manufacturing process of Chemicals.

CHANGE IN NATURE OF BUSINESS:

There has been no change in nature of business of the Company during the F.Y. 2023-24. However, the
company is further exploring possibilities of trading in chemicals and allied product, to run a manufacturing
unit on contract basis in same line of business.

CHANGES IN SHARE CAPITAL:

The equity share paid up Share Capital as on 31^st March, 2024 stood at Rs 4,43,81,430. During the year
under review, the Company has not issued any shares with differential voting rights, sweat equity shares nor
granted any Employees stock options and neither came out with rights, bonus, pri\ate placement and
preferential issue.

TRANSFER TO RESERVE:

During the period under review, no amount was transferred to any Reserves.

DIVIDEND:

In view of huge accumulated losses, the Directors regret their inability to recommend any dividend for the
financial year 2023-24.

DETAIL OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

Directors:

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies
(Appointment and Qualifications of Directors) Rules, 2014 and the Articles of Association of the company
Mr. Sanjay Sureka (DIN: 00491454), Director of the Company retires by rotation & being eligible offers
herself for re-appointment at the ensuing Annual General Meeting of the company.

Mrs. Anuradha Singh (DIN: 05273619) ceased to be director in the Company, effective December 01st,
2023, due to personal and unavoidable circumstances. The Board places on record their appreciation for the
assistance and guidance provided by her during her tenure as Director.

The Board of Directors at its meeting held on 13.02.2024, and on the recommendation of ihe Nomination
and Remuneration Committee, appointed Mrs. Garima sureka (DIN: 07138758) as an Additional (Non¬
Executive Director) of the Company w.e.f. 13th February, 2024. On the same date, Mr. Sanjay Sureka was
appointed as Whole-Time Director of the Company, also effective February 13, 2024.

Mrs. Garima sureka (DIN: 07138758) was resigned from his position effective, 27th April, 2024. On the
same date, Mr. Sanjay Sureka was re-designated as Non-Executive Director.

Mrs. Garima sureka (DIN: 07138758) was later re-appointed to the Company as an Additional Non¬
Executive Director, effective June 29, 2024, subject to the approval of members at the ensuing AGM in
accordance with the provisions of sectionl49, 152, 161 of the Companies Act, 2013 and Rules framed there
under.

Your Company has received declaration from each of the Independent Directors under Section 149(7) of the
Companies Act, 2013 and Regulation 25(8) of SEBI Listing Regulations, 2015 that they meets the criteria of
independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI Listing
Regulations, 2015 and that they are not aware of any circumstance or situation, which exist or may be
reasonably anticipated, that could impair or impact his/her ability to discharge their duties with an objective
independent judgment and without any external influence. All the declarations were placed before the Board.

Brief resume of the Directors proposed to be appointed/re-appointed as stipulated under Regulation 36(3) of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are given in the Notice
convening the ensuing Annual General Meeting of the Company.

KEY MANGERIAL PERSONNEL

Your Company has following personnel’s designated as whole -time key managerial personnel pursuant to
section 203 of the Companies Act, 2013 and rules made thereon:

1) Mr. Jayanta Sahu- Manager

2) Mr. Rajesh Kumar Rungta- Chief Financial Officer

3) Mr. Sourabh Chitlangia- Company Secretary

MANAGERIAL REMUNERATION:

The statement containing the disclosure as required in accordance with the provisions of Section 197(12) of
the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Amendment Rules, 2016 is annexed as “Annexure A” and forms a part of the Board
Report.

Further, none of the employees of the Company are in receipt of remuneration exceeding the limit prescribed
under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
and Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 so
statement pursuant to Section 197(12) of the Companies Act 2013 read with rule 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies
(Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 is not required to be
included.

POLICY FOR REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL
AND OTHER EMPLOYEES:

The Company recognizes the fact that there is a need to align the business objective with the specific and
measurable individual objectives and targets.

The remuneration policy of the company can be accessed to its website at www.shentracon.com.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as per
applicable provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

NUMBER OF MEETINGS OF THE BOARD

The Composition of the Board, attendance of Directors at the Board Meetings held during the year under
review as well as in the last Annual General Meeting and the number of the other Directorships/ Committees
position held by them are as under:

Name of Director	DIN	Catego ry	Attendance at Board Meeting		No. of other Director ships1	Membership / Chairmanship of Committees		Wheth er attend ed the last AGM	No. of shares and converti ble instrume nts held	Relations hip between directors inter-se
			Held duri ng the year	Attend		Mem her	Chair man
Mr. Sanjay Sureka	IT) Os o o	Promo ter & NE- NID*	5	5	4	3			159267	Brother- in-law of Garima Sureka
Mr. Chandi Das Chakrobo rty	QO l/S oo 00 so o	NE- ID**	5	5	3	3	2		NIL	NIL
Mr. Piyush Mandal	Os os Os OO m m o	NE- ID**	5	5	2	3	1		NIL	NIL
Mrs. Anuradha Singh (Resigned w.e.f 01.12.202 3)	os so CO r~~~ IT) o	NE- NID**	5	3		1			NIL	NIL
Mrs. Garima Sureka	lO oo r¬ oo co r- o	NE- NID*	5	1	1				NIL	Sister-in¬ law of Sanjay Sureka

Note: -*Non Executive Non Independent Director.
**Non Executive Independent Director.

None of the Directors on the Board is a member of more than 10 Committees and the Chairman in more than
5 Committees, across all Companies in which they are Director and the same is in compliance with
Regulation 26 of SEBI Listing Regulations, 2015.

¹ The directorship held by Directors as mentioned above does not include Directorships of private companies
/ Section 8 companies / foreign companies as on 31^st March, 2024.

In accordance with Regulation 26 of the SEBI Listing Regulations, 2015, Memberships/Chairmanships of
Board Committees relates to only Audit Committee and Shareholders’ / Stakeholder Relationship Committee
in all public limited committee (excluding Shentracon Chemicals Limited) have been considered.

During the financial year 2023-2024, 5 (Five) meetings of the Board of Directors were held on 30th May,
2023, 12th August, 2023, 14^thNovember 2023, 13^th February & 2^nd March, 2024.

COMMITTEES OF BOARD

There are currently four Committees of the Board, as follows:

S Audit Committee

S Nomination and Remuneration Committee
S Stakeholders’ Relationship Committee
S Shares Transfer Committee
AUDIT COMMITTEE

The company has an Audit committee with all members being non-executive directors and the chairman
being Independent Director. They possess sound knowledge on accounts, audit, finance, taxation, internal
controls etc. The Audit Committee acts as a link between the statutory and internal auditors and the Board of
Directors.

Composition, Name of Member and Chairperson:

The Audit Committee consists of 3 members as on 31st March, 2024 with majority independent directors.
The Committee had met 4(four) times i.e. on 30th May, 2023, 12^th August, 2023, 14^th November 2023, 13^th
February, 2024.

The details of composition of the Audit Committee are as under:-

SI. No.	Name	Status	No. of Meetings held	No. of Meetings attended
1	Mr. Pijush Mandal (Chairman)	Non-Executive Independent Director	4	4
2.	Mr. Chandi Das Chakroborty (Member)	Non-Executive Independent Director	4	4
3.	Mr. Sanjay Sureka (Member)	Promoter Non-Executive Non¬ Independent Director	4	4

NOMINATION AND REMUNERATION COMMITTEE

Nomination and Remuneration Committee has been constituted pursuant to section 178 of Companies Act,
2013 read with Regulation 19 of SEBI Listing Regulations, 2015.

Composition and meeting details:

The Nomination and remuneration committee consist of the following non-executive members. The
Chairman being the Independent Director. The Committee had met once i.e., on 13^th February, 2024. The
details of composition of the Nomination & Remuneration Committee are as under:-

SI. No.	Name	Status	No. of Meetings held	No. of Meetings attended
1	Mr. Chandi Das Chakroborty (Chairman)	Non Executive Independent Director	1	1
2	Mr. Sanjay Sureka (Member)	Non Executive Non Independent Director	1	1
3	Mr. Piyush Mandal (Member)	Non Executive Independent Director	1	1
4.	Mrs. Anuradha Singh (Member) (Resigned w.e.f 01.12.2023).	Non Executive Director	0	0

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee shall act in compliance with the provisions of Section 178(5) of
the Companies Act, 2013 and Regulation 20 of SEBI Listing Regulations, 2015.

The Stakeholders Relationship Committee of your Company comprises of three members, out of which one
being Non-Executive & Non-Independent Directors. During the financial year one meeting was held i.e. 13^th
February, 2024 to consider & resolve the grievances of Security holders.

The details of composition of the Stakeholder’s Relationship Committee are as under:-

SI. No.	Name	Status	No. of Meetings held	No. of Meetings attend
1.	Mr. Chandi Das Chakroborty (Chairman)	Non Executive Independent Director	1	1
2	Mr. Sanjay Sureka (Member)	Non Executive Non Independent Director	1	1
3	Mr. Pijush Mandal (Member)	Non Executive Independent Director	1	1

DISCLOSURE ON ESTABLISHMENT OF A VIGIL MECHANISM / WHISTLE BLOWER
POLICY

In compliance with provisions of Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI
Listing Regulations, 2015, the Company has framed a Vigil Mechanism / Whistle Blower Policy to deal with
unethical behaviour, actual or suspected fraud or violation of the Company’s code of conduct or ethics

policy, if any. The Vigil Mechanism / Whistle Blower Policy have also been uploaded on the website of the
Company and may be accessed at http://www.shentracon.eom/pdf/v mach.pdf

DISCLOSURE ON ESTABLISHMENT OF A RISK MANAGEMENT POLICY

Pursuant to section 134(n) of the Companies Act, 2013 and Regulation 17(9) of SEBI Listing Regulations,
2015, your company has a Risk Management framework to identify, evaluate business risk and
opportunities. Risk management is the process of identification, assessment and prioritization of risks
followed by coordinated efforts to minimize, monitor and mitigate/ control the probability and / or impact of
unfortunate events or to maximize the realization of opportunities.

Your Company manages monitors and reports on the principal risks and uncertainties that can impact its
ability to achieve its strategic objectives. Your Company’s management systems, organizational structures,
processes, standards, code of conduct and behaviours governs how the Group conducts the business of the
Company and manages associated risks.

PREVENTION, PROHIBITION & REDRESSAL OF THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE

The Company is not required to form an internal complaint committee under section 4 of the Sexual
Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year no
complaint was filed in the Company.

LISTING AT STOCK EXCHANGE:

The Equity shares of the company are listed on The Calcutta Stock Exchange Association Ltd., The Bombay
Stock Exchange Association Ltd and Ahmcdabad Stock Exchange Limited (de- recognized). The Equity
Shares of the Company are suspended in Bombay Stock Exchanges since 10.09.2001.

FAMILIARIZATIONS PROGRAMME FOR INDEPENDENT DIRECTORS

In terms of Regulation 25(7) of the SEBI Listing Regulations, 2015 the Company has conducted the
Familiarization Program for Independent Director to familiarize them with their roles, rights, responsibilities
in the company, nature of the industry in which the company operates, business model of the company, etc.,
through various initiatives. The same has been uploaded in Company’s website and may be accessed at
http://www.shentracon.com.

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

In accordance with the provisions of Section 134(3)(m) of Companies Act, 2013 the required information
relating to the "Conservation of Energy, Technology, Absorption and Foreign Exchange Earnings and
outgoing" are nil. Since there are no manufacturing activities in the company therefore no such data are
available.

DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES:

Your Company has neither a Subsidiary Company nor a Joint Venture Company or an Associate Company
during the year under review. Therefore, no disclosure is required to be included in this report.

Moreover, Formulation of Policy for determining material subsidiary is not required.

STATUTORY AUDITORS

The Shareholders of the Company, at the AGM held on September 30, 2022, has appointed Messrs Chanani
& Associates, Chartered Accountants, (FRN: 325425E) as the Statutory Auditors of the Company to hold
office for a term of 5 (five) consecutive years from the conclusion of 29th Annual General Meeting held on
September 30, 2022 till the conclusion of the 34th Annual General Meeting of the Company.

The requirement of seeking ratification of the Members for continuance of their appointment has been
withdrawn consequent upon the changes made by the Companies (Amendment) Act, 2017 effective from
May 07, 2018. Hence, the resolution seeking ratification of the Members for their appointment is not being
placed at the ensuing Annual General Meeting (AGM).

The Notes on financial statement referred to in the Auditors’ Report are self-explanatory and do not call for
any further comments.

The statutory Auditor has not reported any incident of fraud to the Audit committee of the company in the
year under review.

The Auditors’ Report does not contain any qualification, reservation or adverse remark.

Key Audit Matters

The Statutory Auditors in their report have stated “Key Audit Matters” and the response of your Board of
Directors with respect to the same and note no. 2.17 of financial statement are as follows:

1. Note number 2.17 regarding presentation of accounts on the basis applicable to going concerned
although the company’s net worth has been fully eroded due to accumulated losses including the loss for
the year for the reasons as a stated in the note. In the event, the going concern assumption is vitiated: the
financial statements may requires necessary adjustment. -In regard to this the Board would clarify that
the company is exploring the possibilities to trade, run a unit on contract in same line of business and is
thus maintaining the status of going concern.

2. As indicated in the financial in statements the company has accumulated losses and its net worth has
been fully eroded, the company has incurred loss during the current year. These conditions, along with
other matters set forth in notes to the financial statements indicate the existence of material uncertainty
that make us significant doubt about the company’s ability to continue as a going concern. However
these financial statements of the company has been prepared on a going concern basis due to reasons
stated in note no. 2.17- the Board would clarify that the company is exploring the possibilities to trade,
run a unit on contract in same line of business and is thus maintaining the status of going concern.

SECRETARIAL AUDITOR:

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. MR & Associates, a
firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of
the Secretarial Audit Report is annexed herewith as “Annexure B”.

The Secretarial Auditors in their report have stated the following and the response of your Board of Directors
with respect to the same arc as follows:

• The Company has partially complied with SEB1 (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011, SEBI (Depositories and Participants) Regulations), 2018, SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI (Prohibition of
Insider Trading Regulations, 2015 and the Company is suspended from the stock exchange BSE
Ltd. due to penal reasons.

• The Company’s all shareholding of promoter(s) and promoter group are not held in
dematerialized form.

• The Independent directors are not registered with the Indian Institute of Corporate Affairs for
inclusion of their name in the data bank consequently not passed any proficiency test according
to Section 150 of the Companies Act, 2013

INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and The Companies (Accounts) Rules,
2014 the Company has appointed a person as Internal Auditor to undertake the Interna! Audit of the
Company for the F.Y. 2023-24. There stood no adverse finding & reporting by the Internal Auditor in the
Internal Audit Report for the year ended 31^st March 2024.

EXTRACT OF ANNUAL RETURN:

Pursuant to section 92(3) of the Companies Act, 2013, the annual return in the prescribed format can be
accessed at http://www.shentracon.com.

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

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURT OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND
COMPANY’S OPERATION IN FUTURE:

There are no significant material orders passed by the Regulators / Courts/ Tribunals which would impact the
going concern status of the Company and its future operations. Although, The Company’s net worth has
been fully eroded due to accumulated losses including the loss for the year, the Management is of the opinion
that the Going Concern assumption is on the basis of foreseeable future.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has policy for Internal Financial Control System, commensurate with the size, scale and
complexity of its operations. Detailed procedural manuals are in place to ensure that all the assets are
safeguarded, protected against loss and all transactions are authorized, recorded and reported correctly. The
scope and authority of the Internal Audit (IA) function is defined in the internal financial control policy. The
Internal Auditor monitors and evaluates the efficiency and adequacy of Internal Financial control system in
the Company, its compliance with operating systems, accounting procedures and policies. To maintain its
objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the
Board, the internal audit report on quarterly basis and some are reviewed by the committee

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Particulars of loans given, guarantees given and Investments made under the provisions of Section 186 of the
Companies Act 2013 read with relevant applicable rules thereon as provided in the notes to the Financial
Statements.

CORPORATE SOCIAL RESPONSIBILITY:

Provisions of Corporate Social Responsibilities pursuant to Section 135 of the Companies Act 2013 read
with relevant applicable rules thereon are not applicable to the Company.

DEPOSITS:

During the financial year, the Company has not accepted any deposits within the meaning of Section 73 and
76 of the Companies Act, 2013 read relevant applicable rules.

CONTRACTS/ TRANSACTIONS / ARRANGEMENTS WITH RELATED PARTIES:

During the year, the Company had not entered into any contract / arrangement / transaction with related
parties thus disclosure relating to details of contracts or arrangements or transactions with related parties
referred to in section 188(1) in Form AOC-2 is not required. There are no materially significant related party
transactions made by the Company with Promoters, Directors, Key Managerial Personnel or their relatives or
other designated persons which could have a potential conflict with the interest of the Company at large. All
Related Party Transactions are periodically placed before the Audit Committee for its approval.

Your Directors draw attention of the members to Note 2.22 to the Financial Statement which sets out related
party disclosures.

The Policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website
and may be accessed at http://www.shentracon.com/pdf/mrpt.pdf.

FORMAL ANNUAL EVALUATION:

The Nomination & Remuneration Committee of your Company has formulated and laid down criteria for
Performance Evaluation of the Board (including Committees) and every Director (including Independent
Directors) and that of Committees pursuant applicable provisions of the Companies Act 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.

Based on these criteria, the performance of the Board, various Board Committees viz. Audit Committee,
Stakeholder’s Relationship Committee, Nomination and Remuneration Committee and Share Transfer
Committee, and Individual Directors (including Independent Directors and chairman) was evaluated.

During the year under review, the Independent Directors of your Company reviewed the performance of
Non-Independent Directors and Chairperson of your Company, taking into account the views of Executive
Directors and Non-Executive Directors.

The information flow between your Company’s Management and the Board is complete, timely with good
quality and sufficient quantity.

DIRECTORS RESPONSIBILITY STATEMENT:

In terms of provision of Section 134(5) of the Companies Act, 2013, your Board of Directors to the best of
their knowledge and ability state rhat:

I. In the preparation of the annual accounts for the financial year ended on 31^st March 2024, the
applicable accounting standards had been followed along with proper explanation relating to
material departures.

II. The directors have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state
of affairs of the company as at 31^st March 2024 and of the profit and loss of the company for that
period;

III. The directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of Companies Act 2013 for safeguarding the assets of the
company and for preventing and detecting fraud and other irregularities;

IV. The directors had prepared the annual accounts on a going concern basis;

V. 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.

VI. 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.

CODE OF CONDUCT

The Board has laid down a Code of Conduct for all Board members and senior management of the Company
Board members and senior management personnel have affirmed compliance with the Code for the financial
year 2023-24 annexed as ‘Annexure C’.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Companies Act, 2013, the Company is not required to transfer any amount
to Investor Protection and Education Fund as the Company has not declared any Dividend since its
incorporation and as such there is no amount of dividend which was due and payable and remained
unclaimed and unpaid for a period of seven years.

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

Management’s Discussion and Analysis Report for the year under review, is presented in a separate section
forming part of the Annual Report as “Annexure - D”.

CEO/ CFO CERTIFICATION:

The CEO (Manager) and CFO of the Company have certified to the Board of Directors, inter alia, the
accuracy of financial statements and adequacy of internal controls for the financial reporting as required
under Regulation 33(2)(a) of the Listing Regulations for the year ended 31st March 2024 is annexed as
“Annexure E”

CORPORATE GOVERNANCE

The provision related to corporate governance is not applicable to the company according to regulation 15(2)
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

INSOLVENCY AND BANKRUPTCY CODE, 2016

There were no applications made or any proceeding pending under the Insolvency and Bankruptcy
Code, 2016 during the year.

ONE TIME SETTLEMENT

There were no one time settlement made during the year, therefore the disclosures of the details of
difference between amount of the valuation done at the time of one-time settlement and the
valuation done while taking loan from the Banks or Financial Institutions is not applicable.

ACKNOWLEDGEMENTS:

Your Directors take the opportunity to thanks the Regulators, Organizations and Agencies for the continued
help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the
Company viz. customers, members, vendors, banks and other business partners for the excellent support
received from them during the year. The Directors place on record their sincere appreciation to all employees
of the Company for their unstinted commitment and continued contribution to the Company.

For and on behalf of the Board of Directors

Place: Kolkata Sanjay Sureka

Date: 29.05.2024 Chairman

DIN: (00491454)

---

Mar 31, 2015

Dear Members,

Your Directors have pleasure in presenting the twenty second Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2015.

1. FINANCIAL SUMMARY OF THE COMPANY:

(Amount in Rs)

Financial results for the year ended 31st March, 31st March, 2015 2014

Total Income 31,40,572 4,63,948

Profit / (Loss) before Depreciation & tax (2,99,759) 2,23,219

Less : Depreciation (1,90,568) 2,22,820

Profit/ (Loss) before tax (4,90,327) 399

Less: Tax Expenses _ _

Profit /(Loss) for the year (4,90,327) 399

Add: Balance as per last financial statements (9,63,64,228) (9,63,64,627)

Less: Transitional effect of _ _ Depreciation on Fixed Asset as per Companies Act 2013 as on 1st April 2014

Surplus/(Deficit) in the Statement of Profit and Loss (9,68,54,555) (9,63,64,228)

2. STATE OF COMPANY'S AFFAIRS:

As you are aware that due to uneconomical condition and technical unavailability, the production in chemical plant was shut down since long period and the board of directors resolved to close the company's main business of chemical. The management also disposed off the existing chemical Plant & Machineries and Electrical appurtenant thereto on block basis and transferred the same from Fixed Assets to Current Assets, as the same are now meant for disposal off. We have already disposed off block of the Plants & Machineries during this year and are currently negotiating with a few parties for rest of the plants & Machineries.

We are earning income by renting out a portion of factory building and let out the vacant land for hiring out for logistic purpose. The management is seriously considering the revival of the Company. Many alternate business plans including enhancement of net worth are under consideration. The management is hopeful of reviving the Company.

3. INDUSTRY OUTLOOK:

Presently, the Company is not engaged in manufacturing process of Chemicals.

4. CHANGE IN NATURE OF BUSINESS:

There has been no change in nature of business of the Company during the F.Y. 2014-2015.

5. DIVIDEND:

In view to strengthen the Company's reserve and due to inadequate profit, your Board of Directors has decided not to recommend any dividend for the year ended 31st March 2015.

6. CHANGES IN SHARE CAPITAL:

The paid up Share Capital as on 31st March, 2015 stood at Rs 7,16,18,580. During the year under review, the Company has not issued any shares with differential voting rights, sweat equity shares nor granted any Employees stock options. The company neither came out with rights, bonus, private placement and preferential issue.

7. TRANSFER TO RESERVE:

During the period under review, no amount was transferred to General Reserve.

8. DIRECTORS & KEY MANAGERIAL PERSON:

DIRECTORS

In accordance with the Articles of Association of the company Mr. Jagdish Prasad Sureka (DIN: 00482176), Director of the Company retires by rotation & being eligible offers himself for re- appointment at the ensuing Annual General Meeting of the company .

Mrs. Garima Sureka (DIN: 07138785) is appointed as additional Woman Director w.e.f 30.03.2015 pursuant to provision of section 149(1) and section 152 of the Companies Act 2013, who shall be liable to retire by rotation.

Mr. Govind Sureka (DIN: 00491488), Director, resigned from Directorship w.e.f. from 27th March 2015 due to personal reason. The Board has placed on record its appreciation for the outstanding contributions made by Mr. Govind Sureka during his respective tenures of office.

KEY MANGERIAL PERSONNEL

The following employees were designated as whole -time key managerial personnel by Board of Directors during the year 2014—2015, pursuant to section 203 of Companies Act 2013 and rules made thereon:

1) Mr. Jayanta Sahu - Manager

2) Mr. Rajesh Kumar Rungta - Chief Financial Officer

9. DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

10. NUMBER OF MEETINGS OF THE BOARD:

The company has duly complied with section 173 of the Companies' Act 2013. During the year under review, Seven Board meetings were convened and held. The dates on which meeting were held are as follow:

Date of the meeting No. of Directors attended the meeting

1st April 2014 4 (Four)

30th May 2014 4 (Four)

12th August 2014 3(Three)

1st September 2014 4 (Four)

13 th November 2014 4 (Four)

10th February 2015 4 (Four)

30th March 2015 4 (Four)

11. COMMITTEES OF BOARD

During the year, in accordance with the Companies Act, 2013, the Board re-constituted some of its Committees. There are currently four Committees of the Board, as follows:

* Audit Committee

* Nomination and Remuneration Committee

* Stakeholders' Relationship Committee

* Shares Transfer Committee

The details of composition of the Committees of Board of Directors are as under:-

A. Audit Committee

During the year under review, the Board of Directors of your Company re-constituted an Audit Committee in accordance with the provisions of Section 177 of the Companies Act, 2013 and Companies (Meetings of Board and its Powers) Rules, 2014.

The Committee had met four times i.e. on 30th May, 2014, 12th August, 2014, 13th November, 2014 and 10th February, 2015. The details of composition of the Audit Committee are as under:-

SI. Name Chairman/ Members No.

1. Mr. Pijush Mondal Chairman-Independent Director

2. Mr. Tarun Mondal Member-Independent Director

3. Mr. Jagdish Prasad Sureka Member-Non Executive Director

All the recommendation from the committee was accepted by the Board.

Vigil Mechanism / Whistle Blower Policy

In compliance with provisions of Section 177(9) of the Companies Act, 2013 and Clause 49 of the Listing agreement, the Company has framed a Vigil Mechanism / Whistle Blower Policy to deal with unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct or ethics policy, if any. The Vigil Mechanism / Whistle Blower Policy have also been uploaded on the website of the Company and may be accessed at http://www. shentracon.com.

B. Nomination & Remuneration Committee

During the year under review, the Board of Directors of your Company has renamed the existing Remuneration Committee as Nomination and Remuneration Committee in accordance with the provisions of Section 178 of the Companies Act, 2013 and Companies (Meetings of Board and its Powers) Rules, 2014. The Committee had met two times i.e. on 1st September, 2014 and 30th March, 2015. The details of composition of the Nomination & Remuneration Committee are as under:-

Sl. Name Chairman/ Members No.

1. Mr. Tarun Mondal Chairman- Independent Director

2. Mr. Jagdish Prasad Sureka Member Non Executive Director

3. Mr. Govind Sureka* Member- Non Executive Director

4. Mrs. Garima Sureka* * Member- Non Executive Director

* Resigned w.e.f 27t March, 2015.

**Appointed as (Additional) Woman w.e.f. 30th March, 2015

The Nomination & Remuneration committee has revised its existing remuneration policy and framed it as per section 178 (3) of Companies Act 2013 and revised clause 49 of Listing Agreement. The policy of the company on remuneration of Directors, KMPs and other employees and appointment of Director including criteria for determining the qualification, experience, positive attributes and independence of directors was recommended to board and was duly approved. The summary of the Remuneration policy is stated in the corporate governance report.

The details of criteria for performance evaluation as laid by Nomination & Remuneration committee are disclosed in the Corporate Governance report, which forms a part to the Annual report.

C. Stakeholders' Relationship Committee

In compliance with the provisions of Section 178(5) of the Companies Act, 2013 and clause 49 of the Listing Agreement, the Board has renamed the existing "Shareholders / Investors' Grievance Committee" as " Stakeholders Relationship Committee" .

Following are the terms of reference of the Stakeholders Relationship Committee:

a) Consider and resolve the grievances of the security holders of the Company, including complaints related to transfer of shares, non receipt of annual report, non receipt of declared dividends, etc

b) Set forth the policies relating to and to oversee the implementation of the Code of Conduct for Prevention of Insider Trading and to review the concerns received under the Shentracon Chemicals Limited Code of Conduct.

The Company has adopted the Code of Conduct for Prevention of Insider Trading, under the SEBI (Prohibition of Insider Trading) Regulations. The Code lays down guidelines for procedures to be followed and disclosures to be made while dealing with the shares of the Company.

The Company has also adopted the Code of Corporate Disclosure Practices for ensuring timely and adequate disclosure of Price Sensitive Information, as required under the Regulations. The Manager & CFO is the Public Spokesperson for this purpose.

The Committee had met two times i.e. on 1st September, 2014 and 30th March, 2015. The details of composition of the Stakeholders' Relationship Committee are as under:-

Sl. Name Chairman/ Members No.

1. Mr. Tarun Mondal Chairman- Independent Director

2. Mr. Jagdish Prasad Sureka Member- Non Executive Director

3. Mrs. Garima Sureka * Member- Non Executive Director

*Appointed as (Additional) Woman Director W.e.f. 30th March, 2015

12. RISK MANAGEMENT

Risk management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/ control the probability and / or impact of unfortunate events or to maximize the realization of opportunities.

Management of risk remains an integral part of your Company's operations and it enables your Company to maintain high standards of asset quality at time of rapid growth of its lending business. The objective of risk management is to balance the trade-off between risk and return and ensure optimal risk-adjusted return on capital. It entails independent identification, measurement and management of risks across the businesses of your Company. Risk is managed through a framework of policies and principles approved by the Board of Directors supported by an independent risk function which ensures that your Company operates within a pre-defined risk appetite. The risk management function strives to proactively anticipate vulnerabilities at the transaction as well as at the portfolio level, through quantitative or qualitative examination of the embedded risks.

Your Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. Your Company's management systems, organizational structures, processes, standards, code of conduct and behaviours governs how the Group conducts the business of the Company and manages associated risks.

13. LISTING AT STOCK EXCHANGE:

The Equity shares of the company are listed on The Calcutta Stock Exchange Association Ltd., The Ahmedabad Stock Exchange Limited and The Bombay Stock Exchange Association Ltd. Annual Listing fees for all Exchanges has been paid. The Equity Shares of the Company are suspended in Bombay Stock Exchanges since 10.09.2001.

14. FAMILIARIZATIONS PROGRAMME FOR INDEPENDENT DIRECTORS

In terms of Clause 49(II)(B)(7) of the Listing Agreement, the Company has conducted the Familiarization Programme for Independent Director to familiarize them with their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the company, etc., through various initiatives. The same has been uploaded in Company's website and may be accessed at http://www.shentracon.com.

15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOES:

Information as required under the provisions of the Companies Act, 2013 and Rule 8(3) of the Companies (Accounts) Rules, 2014 details relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in the "Annexure-A", which is annexed hereto and forms part of Board's Report.

The Board as a whole is an integrated, balanced and cohesive unit where diverse views are expressed and dialogued when required, with each Director bringing professional domain knowledge to the table. All Directors are participative, interactive and communicative.

The information flow between your Company's Management and the Board is complete, timely with good quality and sufficient quantity.

16. MANAGERIAL REMUNERATION:

The statement containing the disclosure as required in accordance with the provisions of Section 197(12) of the Companies Act 2013 read with rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as "Annexure B". and forms a part of the Board Report.

Further, none of the employees of the Company are in receipt of remuneration exceeding the limit prescribed under rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 so statement pursuant to Section 197(12) of the Companies Act 2013 read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not required to be included.

17. DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES:

Your Company has neither a Subsidiary Company nor a Joint Venture Company or an Associate Company during the year under review.

Hence, Formulation of Policy for determining material subsidiary is not required.

18. STATUTORY AUDITORS

M/s. K. P. Jhawar & Co., Chartered Accountants was appointed as Statutory Auditors of the Company to hold office till the conclusion of the ensuing Annual General Meeting. Further the Auditors have confirmed their eligibility under section 141 of the Companies Act 2013 and rules farmed there under and also confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI as required under clause 49 of Listing Agreement.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

The statutory Auditor has not reported any incident of fraud to the Audit committee of the company in the year under review.

SECRETARIAL AUDITOR:

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. MR &

Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure C".

In connection with the Observation reported in Secretarial Audit Report regards to Appointment of Whole Time Company Secretary, It is clarified that your Board proposed to appoint Company Secretary but due to some unforeseeable circumstances the appointment could not be made during this financial year. Further with regards to one pending case with the CJM Court, Alipore under Section 162(1) of the Companies Act 1956 it is clarified that the matter is subjudice.

INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and The Companies (Accounts) Rules, 2014 the Company has appointed M/s. J. Khemani & Co., to undertake the Internal Audit of the Company for the F.Y. 2014-2015. There stood no adverse finding & reporting by the Internal Auditor in the Internal Audit Report for the year ended 31st March 2015.

19. EXTRACT OF ANNUAL RETURN:

The Companies Act, 2013 makes mandatory for every company to prepare an extract in the format prescribed Form MGT 9. The details forming art of the extract of Annual Return as on 31st March 2015 is annexed herewith as "Annexure - D".

20. MATERIAL CHANGES:

There have been no material changes and commitments affecting the financial position of the company, which have occurred since 31st March 2015, being the end of the Financial Year of the Company to which financial statements relate and the date of the report.

21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE:

There are no significant material orders passed by the Regulators / Courts/Tribunals which would impact the going concern status of the Company and its future operations. Further the details of proceedings against the Company and its Directors are given in Annexure to Director's Report which forms part of the Annual Report.

22. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has policy for Internal Financial Control System, commensurate with the size, scale and complexity of its operations. Detailed procedural manuals are in place to ensure that all the assets are safeguarded, protected against loss and all transactions are authorized, recorded and reported correctly. The scope and authority of the Internal Audit (IA) function is defined in the internal financial control policy. The Internal Auditor monitors and evaluates the efficiency and adequacy of Internal Financial control system in the Company, its compliance with operating systems, accounting procedures and policies. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board, the internal audit report on quarterly basis and some are reviewed by the committee. The observation and comments of the Audit Committee are placed before the Board.

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 & CLAUSE 32 OF LISTING AGREEMENT:

Pursuant to clause 32 of Listing Agreement, there has being no loans/advances and investment made by the company in its own shares. The company has no subsidiary or associate during the year under review.

Further there has being no loans and advances in the nature of loans where there is no repayment schedule or repayment beyond seven years or no interest or interest below section 186 of the Companies Act 2013 (Section 372A of the Companies Act, 1956) and no loans and advances is being made in the nature of loans to firms/companies in which directors are interested.

24. CORPORATE SOCIAL RESPONSIBILITY:

Your Company had not taken any initiatives on the activities of Corporate Social Responsibilities during the financial year as the provisions relating to the same are not applicable to the Company.

25. DEPOSITS:

Your Company did not accept any deposits within the meaning of the Companies Act, 2013 and the Rules made there under.

26. CONTRACTS/ TRANSACTIONS / ARRANGEMENTS WITH RELATED PARTIES:

During the year, the Company had not entered into any contract / arrangement / transaction with related parties thus disclosure about details of contracts or arrangements or transactions with related parties referred to in section 188(1) in Form AOC-2 is not required. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or their relatives or other designated persons which could have a potential conflict with the interest of the Company at large. All Related Party Transactions are periodically placed before the Audit Committee as also the Board for approval.

Your Directors draw attention of the members to Note 19(X) to the financial statement which sets out related party disclosures.

The Policy on Related Party Transactions as approved by the Board is uploaded on the Company's website and may be accessed at http://www.shentracon.com.

27. FORMAL ANNUAL EVALUATION:

The Nomination & Remuneration Committee of your Company has formulated and laid down criteria for Performance Evaluation of the Board (including Committees) and every Director (including Independent Directors) pursuant to provision of Section 134, Section 149 read with Code of Independent Directors (Schedule IV) and Section 178 of the Companies Act, 2013 and the revised clause 49 of the Listing Agreement with Stock Exchanges.

Based on these criteria, the performance of the Board various Board Committees viz. Audit Committee, Stakeholder's Relationship Committee, Nomination and Remuneration Committee and Share Transfer Committee, and Individual Directors (including Independent Directors and chairman) was evaluated.

During the year under review, the Independent Directors of your Company reviewed the performance of Non-Independent Directors and Chairperson of your Company, taking into account the views of Executive Directors and Non-Executive Directors.

28. DIRECTORS RESPONSIBILITY STATEMENT:

Your Directors to the best of their knowledge and belief and according to the information and explanation obtained by them make the following statement in terms of clause (c) of sub-section (3) of section 134 of Companies Act 2013 that —

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

b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March 2015 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 Companies Act 2013 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;

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.

29. CODE OF CONDUCT

The Board has laid down a Code of Conduct for all Board members and senior management of the Company Board members and senior management personnel have affirmed compliance with the Code for the financial year 2014-15.

30. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Companies Act, 2013, the Company is not required to transfer any amount to Investor Protection and Education Fund as the Company has not declared any Dividend since its incorporation and as such there is no amount of dividend which was due and payable and remained unclaimed and unpaid for a period of seven years.

31. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchange, is presented in a separate section forming part of the Annual Report as "Annexure - E".

32. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standard of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is annexed to the Corporate Governance Report which is a part of Board's Report as "Annexure - F".

33. ACKNOWLEDGEMENTS:

Your Directors take the opportunity to thanks the Regulators, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

For and on behalf of the Board of Directors

Place: Kolkata Jagdish Prasad Sureka Date:28th May 2015 Chairman DIN:(00482176)

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Mar 31, 2014

Dear members,

The Directors are pleased to present the 21st Annual Report and Statement of Accounts of your Company, for the year ended on 31st March 2014.

FINANCIAL RESULTS:

Particulars Financial year ended Financial year ended 31st March 2014 31st March 2013

Profit before interest, depreciation & Tax 2,23,219.00 32,40,468.00

Less: Depreciation 2,22,820.00 2,22,820.00

Less: Interest - -

Profit before tax 399.00 30,17,648.00

Less: Tax - -

Profit after tax 399.00 30,17,648.00

Balance brought forward from previous years (9,63,64,627.00) (9,93,82,275.00)

Balance to be carried forward (9,63,64,228.00) (9,63,64,627.00)

DIVIDEND:

In view to strengthen the Company’s reserve and due to inadequate profit, the directors have decided not to declare any dividend during the year under review.

OPERATIONS REVIEW:

As you know that due to uneconomical condition and technical unavailability, the production in chemical plant was shut down since long period and the board of directors resolved to close the company’s main business of chemical. The management also disposed off the existing chemical Plant & Machineries and Electrical appurtenant thereto on block basis and transferred the same from Fixed Assets to Current Assets, as the same are now meant for disposal off. We are currently negotiating with a few parties in this regard.

We are earning income by renting out a portion of factory building and let out the vacant land for hiring out for logistic purpose. The management is seriously considering the revival of the Company. Many alternate business plans including enhancement of net worth are under consideration. The management is hopeful of reviving the Company.

DIRECTORS:

In accordance with the Articles of Association of the company Mr. Jagdish Prasad Sureka. Director of the Company retires by rotation & being eligible offers himself for re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 217(2AA) of the Companies Act 1956, with respect to Directors'' Responsibility Statement. Your Directors confirm:

i) That in the preparation of the annual accounts, 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 reasonable and prudent judgments and estimates so as to give a true and fair view of the Company’s state of affairs at the end of the financial year, and of the profit or loss of the Company for the period under review;

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That the Directors have prepared the annual accounts for the period ended 31st March 2014 on a going concern basis.

PUBLIC DEPOSITS:

The Company has not accepted any deposit within the meaning of section 58A of the Companies Act, 1956 and the Rules made there under.

CODE OF CONDUCT:

The Board has laid down a code of conduct for all Board Members and Senior Management of the company. The code of conduct has been posted on the Company''s Website.

In accordance with Section 149(8) of the Companies Act, 2013 and as per the requirements of SEB1 Circular dated 17th April, 2014 for amendment to Equity Listing Agreement (which is effective from 1st October, 2014), the Board has adopted a separate Code of Conduct for Independent Directors as per Schedule IV of Companies Act 2013 at its meeting held on 30.05.2014.

LISTING AT STOCK EXCHANGE:

The Equity shares of the company are listed on The Calcutta Stock Exchange Association Ltd. and The Bombay Stock Exchange Association Ltd. Annual Listing fees for Bombay Stock Exchanges has been paid. The Equity Shares of the Company are suspended in Bombay Stock Exchanges since 10.09.2001 and Ahmedabad Stock Exchange from 01.06.2014.

VIGIL MECHANISIM/WHISTLE BLOWER POLICY:

Pursuant to the SEBI''s Circular dated 17th April 2014, all listed companies shall establish a Vigil Mechanism/Whistle Blower Policy with effect from 1st October, 2014. Hence, the board of director in compliance with such amendments to be made in Listing Agreement has adopted the policy at its meeting held on 30.05.2014.

CEO / CFO CERTIFICATION:

The CEO/CFO have certified to the Board of Directors in respect of review of the financial statement and cash flow statement for the year in terms of the requirement of Clause 49(V) of the Listing Agreement with the Stock Exchange.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS:

A separate section on Corporate Governance and management discussion and analysis forming part of the Directors’ Report and the certificate from the Company’s auditors confirming the compliance of conditions as stipulated in Clause 49 of the listing agreement is annexed hereto.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPOTION & FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information as required under section 217(l)(e) of the Companies Act, 1956 read with the Companies(Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure and forms part of this report.

PARTICULARS OF EMPLOYESS:

As required by the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rule, 1975 as amended, the particulars are not given as the same is not attracted in the case of any person employed by the Company.

RELATED PARTY TRANSACTION:

A statement of related party transactions pursuant to Accounting Standard 18 forms a part of this report.

AUDITORS AND AUDITOR’S REPORT:

M/s K. P. Jhawar & Co., Chartered Accountants, who are the Statutory Auditors of the Company, hold office until the conclusion of ensuing Annual General Meeting and are eligible for reappointment. The Company has received letter from them to the effect that their reappointment, if made, would be within the prescribed limits under Section 224 (IB) of the Companies Act, 1956 and that they are not disqualified for reappointment within the meaning of Section 226 of the said Act. The Notes on Accounts referred to in the Auditor’s Report are self-explanatory and give complete information.

AUDITORS’ OBSERVATION:

Auditors’ observations are self explanatory and need not required any further clarifications.

ACKNOWLEDGEMENT:

Your Company and its Directors wish to sincerely thank the various Govt. Departments for their support and co-operation extended to the Company.

Your Directors also sincerely thank the Shareholders for the confidence reposed by them in the Company and seek their continuous support and co-operation in future also.

By Order of the Board For Shentracon Chemicals Limited

Registered Office:

6A. KIRAN SHANKAR ROY ROAD

KOLKATA - 700 001 J. P. SUREKA

Director Place: Kolkata Date: 12/08/2014

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Mar 31, 2013

Dear members,

The Directors are pleased to present the 20* Annual Report and Statement of Accounts of your Company, for the year ended on 31sl March 2013.

FINANCIAL RESULTS:

Particulars Financial year Financial year ended 31s'' March ended 31st March 2013 2012

Profit before interest, depreciation & Tax 32,40,468.00 (68,958.00)

Less: Depreciation 2,22,820.00 (2,22,820.00)

Less: Interest - -

Profit before tax 30,17,648.00 (2,91,778.00)

Less: Tax - -

Profit after tax 30,17,648.00 (2,91,778.00)

Balance brought forward from previous years (9,93,82,275.00) (9,90,90,497.00)

balance to be carried forward (9,63,64,627.00) (9,93,82,275.00)



DIVIDEND

In view to strengthen the Company''s reserve and due to inadequate profit, the directors have decided not to declare any dividend during the year under review.

OPERATIONS

Due to uneconomical condition and technical unavailability, the production in chemical plant was shut down since long period. Your Company then resolved to close the company''s main business of chemical. The Company then decided to disposed off the existing chemical Plant & Machineries and Electrical Equipments thereto on block basis and transferred the same from Fixed Assets to Current Assets, as the same are now meant for disposal. The Company is currently negotiating with a few parties in this regard.

Your Company is presently earning income by rent. The management is seriously considering other sources for generating Income on the existing Land and is in talk with various Consultants. Many alternate business plans including enhancement of Net worth are under consideration.

DIRECTORS

Sri. Jagdish Prasad Sureka and Sri. Govind Sureka, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

AUDITORS AND AUDITOR''S REPORT

M/s K. P. Jhawar & Co., Chartered Accountants, who are the Statutory Auditors of the Company, hold office until the conclusion of ensuing Annual General Meeting and are eligible for reappointment. The Company has received letter from them to the effect that their reappointment, if made, would be within the prescribed limits under Section 224 (IB) of the Companies Act, 1956 and that they are not disqualified for reappointment within the meaning of Section 226 of the said Act. The Notes on Accounts referred to in the Auditor''s Report are self-explanatory and give complete information.

PUBLIC DEPOSITS:

The Company has not accepted any deposit within the meaning of section 58A of the Companies Act, 1956 and the Rules made there under.

DIRECTORS* RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act 1956, with respect to Directors'' Responsibility Statement. Your Directors confirm :

1. that in the preparation of Annual Accounts, the applicable accounting standards have been followed ;

2. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year ended March 31,2013 and of the profit of the Company for the year.

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

4. That the Directors have prepared the Annual Accounts on a going concerns basis.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS:

A separate section on Corporate Governance and management discussion and analysis forming part of the Directors'' Report and the certificate from the Company''s auditors confirming the compliance of conditions as stipulated in Clause 49 of the listing agreement is annexed hereto.

LISTING

Your Company has listing arrangements with Calcutta Stock Exchanges and Bombay Stock

Exchanges (BSE). Since 2001 the trading of shares of your Company are under suspension in BSE.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPOTION & FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information as required under section 217(l)(e) of the Companies Act, 1956 read with the Companies(Disclosure of particulars in the Report of Board of Directors) Rules,1988 is given in the Annexure and forms part of this report.

PARTICULARS OF EMPLOYESS:

As required by the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rule, 1975 as amended, the particulars are not given as the same is not attracted in the case of any person employed by the Company.

ACKNOWLEDGEMENT :

Your Company and its Directors wish to sincerely thank the various Govt. Departments for their support and co-operation extended to the Company.

Your Directors also sincerely thank the Shareholders for the confidence reposed by them in the Company and seek their continuous support and co-operation in future also.



on behalf of the Board SHENTRACON CHEMICALS LTD.

Registered Office:

6A, Kiran Shankar Roy Road,

3rd Floor, Kolkata-700 001 J. P. SUREKA

The 10th August, 2013 Director

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Mar 31, 2011

The Directors are pleased to present the 18th Annual Report and Statement of Accounts of your Company, for the year ended on 31st March 2011.

FINANCIAL RESULTS:

Particulars Financial year ended 31st Financial year ended 31st

March 2011 March 2010

Profit before interest, depreciation & Tax (676.00) (138565.00)

Less: Depreciation 222820.00 3272042.00

Less: Interest - -

Profit before tax ( 223496.00) (3410607.00)

Less: Tax - -

Profit after tax (223496.00) (3410607.00)

Balance brought forward from previous (98867001.00) (95456394.00) years

Balance to be carried forward (99090497.00) (98867001.00)

DIVIDEND

As the company did not incur any profit during the F.Y. 2010-11, your directors do not recommend a dividend for the year under review ended on March 31, 2011.

OPERATIONS

As you know that due to uneconomical condition and technical unavailability, the production in chemical plant was shut down since 18.09.1996. The board of directors resolved to close the company's main business of chemical effective from 01st April 2010. The Director's also resolve to explore other avenues and line of production or business by utilizing the existing site of Factory, Land & Building. In view of the fact that the existing chemical plant ( with its allied accessories) will not be of any use in any other probable line of production, it was resolved by the management to dispose off the existing chemical Plant & Machineries and Electrical appurtenant thereto on block basis and transfer the same from Fixed Assets to Current Assets, as the same are now meant for disposal off.

The management is seriously considering the revival of the Company. Many alternate business plans including enhancement of net worth are under consideration. The management is hopeful of reviving the Company.

DIRECTORS

Sri. G. P. Sureka and & Sri. J. P. Sureka, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Your Directors recommend their appointment.

AUDITORS AND AUDITOR'S REPORT

M/s K. P. Jhawar & Co., Chartered Accountants, who are the Statutory Auditors of the Company, hold office until the conclusion of ensuing Annual General Meeting and are eligible for reappointment. The Company has received letter from them to the effect that their reappointment, if made, would be within the prescribed limits under Section 224 (1B) of the Companies Act, 1956 and that they are not disqualified for reappointment within the meaning of Section 226 of the said Act. The Notes on Accounts referred to in the Auditor's Report are self-explanatory and give complete information.

PUBLIC DEPOSITS:

The Company has not accepted any deposit within the meaning of section 58A of the Companies Act, 1956 and the Rules made there under.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act 1956, with respect to Directors' Responsibility Statement. Your Directors confirm :

1. that in the preparation of Annual Accounts, the applicable accounting standards have been followed ;

2. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year ended March 31,2010 and of the loss of the Company for the year.

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

4. That the Directors have prepared the Annual Accounts on a going concerns basis.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS:

A separate section on Corporate Governance and management discussion and analysis forming part of the Directors' Report and the certificate from the Company's auditors confirming the compliance of conditions as stipulated in Clause 49 of the listing agreement is annexed hereto.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPOTION & FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information as required under section 217(1)(e) of the Companies Act, 1956 read with the Companies(Disclosure of particulars in the Report of Board of Directors) Rules,1988 is given in the Annexure and forms part of this report.

PARTICULARS OF EMPLOYESS:

As required by the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rule, 1975 as amended, the particulars are not given as the same is not attracted in the case of any person employed by the Company.

ACKNOWLEDGEMENT :

Your Company and its Directors wish to sincerely thank the various Govt. Departments for their support and co-operation extended to the Company.

Your Directors also sincerely thank the Shareholders for the confidence reposed by them in the Company and seek their continuous support and co-operation in future also.

on behalf of the Board SHENTRACON CHEMICALS LTD. Registered Office: 6A, Kiran Shankar Roy Road, 3rd Floor, Kolkata-700 001 J. P. Sureka The 26th day of July,2011 Director

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Mar 31, 2010

The Directors take pleasure in presenting the Seventeenth Annual Report of the Company together with the Audited Balance Sheet and Profit & loss Account for the year 2009-2010.

FINANCIAL RESULTS 2009-2010

Profit/(Loss)during the year (3410607)

ADD Balance as per Last year (95456394)

Balance carried to the Balance Sheet (98867001)

OPERATIONS :

There was no production at the Company's manufacturing plant at Dankuni, Dist. Hooghly during the year. In view of that the Company had to incur heavy losses.

DIRECTORS :

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association, Mr. J. P. Sureka is liable to retire by rotation & has offered himself for re-appointment.

AUDITORS :

M/S. K.P.Jhawar & CO. ,Chartered Accountants, Auditor of the Company hold office till the conclusion of the ensuing Annual General Meeting and being eligible offers themselves for re-appointment.

REMARKS IN AUDITORS' REPORT:

Note Nos. B: 4,5,6,7,9,10,11,12,13,14 in the Auditors Report are in nature of disclosures and self explanatory.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act 1956, with respect to Directors' Responsibility Statement. Your

Directors confirm :

1.that in the preparation of Annual Accounts, the applicable accounting standards have been followed ;

2.that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year ended March 31,2010 and of the loss of the Company for the year.

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

4. That the Directors have prepared the Annual Accounts on a going concerns basis.

CORPORATE GOVERNANCE:

Report on Corporate Governance has to be implemented by your Company from financial year 2005-2006. Necessary steps will be taken for implementation of the same in due course.

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

A statement containing necessary information as required under the Companies (Disclosure of particulars in the Report of Board of Directors) Rule, 1988 is annexed hereto and marked as Annexure "A" to the Report.

PARTICULARS OF EMPLOYEES:

as required by the provisions of Section 217 (2A) of the Companies Act,1956 read with the Companies (Particulars of Employees) Rule, 1975 as amended, the particulars are not given as the same is not attracted in the case of any person employed by the Company.

ACKNOWLEDGEMENT :

Your Company and its Directors wish to sincerely thank the various Govt. Departments for their support and co-operation extended to the Company.

Your Directors also sincerely thank the Shareholders for the confidence reposed by them in the Company and seek their continuous support and co-operation in future also.

on behalf of the Board SHENTRACON CHEMICAL LTD.

Registered Office:

6A, Kiran Shankar Roy Road,

3rd Floor, Kolkata-700 001 Director

The 27th day of July, 2010

Shsntiacon Chemicals Ltd.

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Mar 31, 2009

The Directors take pleasure in presenting the Sixteenth Annual Report of the Company together with the Audited Balance Sheet and Profit & loss Account for the year 2008-2009.

FINANCIAL RESULTS 2008-2009

Profit/(Loss)during the year (3129734)

ADD Balance as per Last year (92326660)

Balance carried to the Balance Sheet (95456394)

OPERATIONS :

There was no production at the Companys manufacturing plant at Dankuni, Dist.Hooghly during the year. In view of that the Company had to incur heavy losses .

DIRECTORS :

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association, Mr. J. P. Sureka is liable to retire by rotation & has offered himself for re-appointment.

AUDITORS :

M/S. K.P.Jhawar & CO.,Chartered Accountants, Auditor of the Company hold office till the conclusion of the ensuing Annual General Meeting and being eligible offers themselves for re-appointment.

REMARKS IN AUDITORS REPORT:

Note Nos. B: 4,5,6,7,9,10,11,12,13,14 in the Auditors Report are in nature of disclosures and self explanatory.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act 1956, with respect to Directors Responsibility Statement. Your Directors confirm :

1.that in the preparation of Annual Accounts, the applicable accounting standards have been followed ;

2. that the Directors have selected such accounting policies and applied them consistently and made judgements 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 financial year ended March 31,2009 and of the loss of the Company for the year.

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

4.That the Directors have prepared the Annual Accounts on a going concerns basis.

CORPORATE GOVERNANCE:

Report on Corporate Governance has to be implemented by your Company from financial year 2005-2006. Necessary steps will be taken for implementation of the same in due course.

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

A statement containing necessary information as required under the Companies (Disclosure of particulars in the Report of Board of Directors) Rule, 1988 is annexed hereto and marked as Annexure "A" to the Report.

PARTICULARS OF EMPLOYEES:

As required by the provisions of Section 217(2A) of the Companies Act,1956 read with the Companies (Particulars of Employees) Rule, 1975 as amended, the particulars are not given as the same is not attracted in the case of any person employed by the Company.

ACKNOWLEDGEMENT :

Your Company and its Directors wish to sincerely thank the various Govt. Departments for their support and co-operation extended to the Company. Your Directors also sincerely thank the Shareholders for the confidence reposed by them in the Company and seek their continuous support and co- operation in future also.

On behalf of the Board

SHENTRACON CHEMICAL LTD.

Registered Office: 6A, Kiran Shankar Roy Road, 3rd Floor, Kolkata-700 001 The 27th day of July, 2009 Director