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You can view full text of the latest Director's Report for the company.

BSE: 524324ISIN: INE573R01012INDUSTRY: Chemicals - Organic - Benzene Based

BSE   ` 24.59   Open: 22.43   Today's Range 22.43
24.59
+1.00 (+ 4.07 %) Prev Close: 23.59 52 Week Range 17.88
31.88
Year End :2023-03 

DIRECTOR'S REPORT

To the Members of Seya Industries Ltd

The Directors hereby presents their Thirty Third Annual report
together with the Audited Financial Statements for the Financial Year
(FY) 2022-23

Financial Performance

Financial Results

Year Ended
31-Mar-23

Year Ended
31-Mar-22

Total Revenue

3,711.22

6,565.28

Profit / (Loss) Before Interest,
Depreciation & Taxes

(815.92)

1,065.57

Profit / (Loss) Before Tax

(2,612.60)

(741.39)

Profit / (Loss) After Tax

(2,467.98)

(628.19)

Earnings Per Share - Basic (?)

(9.29)

(2.36)

Earnings Per Share - Diluted (?)

(9.29)

(2.36)

Performance review

During the year under review, Revenue from operation decreased
from ? 6,565.28 to ? 3,711.22 Lacs due to decrease in capacity
Utilisation and unit price realisation of all Products due to downturn
global economic scenario and recessionary trends particularly in US
and Europe. Profit before tax stood at (-)? 2,612.60 Lakhs and Profit
after tax was (-)? 2,467.98.

State of Company Affairs

Your Company is in the business of manufacture of speciality
chemical intermediates having applications in the manufacture of
Pharmaceuticals (like Paracetamol, floxacins, etc), Personal & Health
Care Products (like Hair dyes), Printing Inks & Paints (used in Laser/
Ink jet Printers, for Road markings, etc), Agrochemicals (like DDT,
etc) Insecticides/Pesticides (like Quinalphos, Mortein, Baygon, etc),
Rubber chemicals (for Leather protection), Textile dyes, Thermic
fluids (used as heating medium), etc.

The Operations of the Company had been severely impacted due to
recessionary trends in the US and Europe markets and particularly in
regard to the Products manufactured by the Company. As a result,
the revenues continue to be materially impacted. The Company
however continued to incur committed expenditure with respect to
its Employees, Plant related expenditures and other expenditures.
This has significantly impacted the profitability.

The revenue has decreased mainly on account of decrease in price
realizations and reduction in sales volume of downstream products
which were earning better margins compared to previous year.
However, Operational Expenses have increased during the year on
account of an increase in raw material cost, power & fuel cost and
especially legal expenses being incurred towards litigation. Since
March 2022, the momentum has slowed down since company
experienced further increases in raw material prices in the backdrop
of Russia-Ukraine War and lockdown in China after resurgence of
Covid. The gross margins were relatively impacted as compared to
previous year on account of volatility in raw material prices. The
company envisages the situation to improve from H2FY24 onwards.
We are taking several actions to mitigate the effect of recessionary
market trends on our business including but not limited to reduction
in unit costs and by making our operations more efficient and
nimbler, putting on hold discretionary expenses, deferring certain
capital expenditures, etc. In order to sustain operations, we also had
to take actions to cut employee costs through pay cuts, leave without
pay and reduction in workforce.

Dividend

For the year under review, given a negative profit for the year, the
Board of Directors prudently decided to not to declare dividend.

Share Capital

During the period under review there was no change in the Share
Capital of the Company.

Management Discussion & Analysis and Corporate Governance
Reports

Pursuant to Regulation 34 of the SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015 ("Listing Regulations"),
Management Discussion & Analysis and the Corporate Governance
Report are presented in a separate section forming part of the Annual
Report.

Finance, Term Loans and Working Capital

During the earlier years certain Lenders had allegedly classified the
credit facilities of the Company as Non-Performing Asset (NPA)
and initiated formal legal communication with a view to protect
their interest. The Company has contested the same in Court and
continues to defend such action by the Lenders. In accordance with
the prudential norms by the Reserve Bank of India, the lender banks/
Fl/Others have not charged interest on credit facilities extended to
the Company upon the classification of the same as NPA. Accordingly,
the Company is not making provision for interest on borrowings.
Meanwhile the Company also continues to engage with lenders with
a view to arrive at a resolution to ongoing matters. Due to ongoing
dispute with the certain lenders in relation to their failure to comply
with committed lending obligations and outstanding, the Company
has not provided for interest costs on certain loans outstanding
amounting to '2073.42 Lacs for the year ending in respect of
Operating Assets and ? 5947.75 Lacs in respect of Project Assets, for
the reporting period. Accordingly, the Principal Outstanding, Finance
Costs, Profit/(Loss) & Liabilities towards Borrowings from Banks/
Fl/Others have been reported excluding the said amounts and are
subject to confirmation from Lenders. The Company continues to
believe in the merits of the litigation, however, there continues to
remain material uncertainties in relation to the outcome of the said
litigations.

The Company manages liquidity through surplus by continuously
monitoring actual cash flows. The credit facilities from Lenders in
terms fund and non-fund based working capital lines are presently
not available to the Company due to on-going dispute with Lenders
as mentioned above. The Company monitors funding options
available in the markets with a view to maintaining financial flexibility.
Save and except as stated above, all payments are generally made
along due dates and requests for early payments are entertained
after due approval and availing early payment discounts.

Reserves & Surplus

During the period under review, there has been no transfer to the
general reserve.

Deposits from Public

The Company has not accepted any deposits from public and as
such, no amount on account of principal or interest on deposits from
public was outstanding as on date of the Balance Sheet.

Directors and Key Managerial Personnel

Directors

In Accordance with the provision of the Act and the Articles
of Association of the Company, Mr. Siva Prasada Rao Buddi is
liable to retire by rotation and being eligible offered himself for
reappointment.

The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of
independence as prescribed both under the Section 149(6) of the
Act and Regulation 16 of the SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations"). In the
opinion of the Board, they fulfil the conditions of independence
as specified in the Act, and the Rules framed there under and are
independent of the management.

The brief resume and other details relating to the Directors who is
proposed to be appointed / re-appointed as required to be disclosed
under Regulation 36(3) of Listing Regulations is mentioned in the
explanatory Statement annexed to the Notice of 33rd Annual General
Meeting.

Key Managerial Personnel (KMP)

In terms of the Provisions of Section 2(51) and Section 203 of the Act,
the following are KMP of the Company

• Mr. Ashok G Rajani - Chairman & Managing Director

• Mr. Amrit Rajani - Chief Financial Officer

• Ms. Manisha Solanki - Company Secretary
Independent Directors

The Independent Directors are not liable to retire by rotation in terms
of Section 149 (13) of the Act. In accordance with Section 149 (7) of
the Act, each independent Director has given a written declaration,
to the Company confirming that he / she meets the criteria of
independence as mentioned under Section 149 (6) of the Act and the
Listing Regulations.

Performance evaluation of Board, its committees and of
Director's

The Board recognise the Importance of reviewing and improving
upon its performance. For this purpose, they discuss the effectiveness
of the functioning of the Chairman, Executive Directors, and other
Directors and to agree ways in which performance can be further
improved looking at the likely needs in future.

A structured questionnaire was prepared after taking into
consideration, various aspect of the Board's functioning, composition
of the Board and its committees, culture, execution and performance
of specific duties, obligation and governance.

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

Familiarization Programme for Independent Directors

The Company proactively keeps its directors informed of the activities
of the Company, its management and operations and provides an
overall industry perspective as well as issues being faced by the
industries.

The Details of programmes for familiarisation of Independent
Directors with the Company, their roles, rights, responsibilities
in the Company and related matters are put up on the website
of the Company under the link http://www.seya.in/wp-content/
uploads/2011/06/Familiarization-Program_for-Independent-
Directors-Seya.pdf

Governance Guidelines

The Company has adopted governance guidelines on Board
effectiveness. The governance guidelines cover aspects related to
composition and role of the Board, Chairman and Directors, Board
diversity, definition of independence, Directors' term, retirement
age and committees of the Board. It also covers aspects relating to

nomination, appointment, induction and development of Directors,
Director Remuneration, Code of Conduct, Board Effectiveness Review
and mandates of Board committees.

Procedure for Nomination and Appointment of Directors

NRC is responsible for developing competency requirements for
the Board based on the industry and strategy of the Company. The
Board composition analysis reflects in-depth understanding of the
Company, including its strategies, environment, operations, financial
conditions and compliance requirements.

NRC conducts a gap analysis to refresh the Board on a periodic basis,
including each time a Director's appointment or re-appointment
is required. The Committee is also responsible for reviewing the
profiles of potential candidates vis-a-vis the required competencies
and meeting potential candidates, prior to making recommendations
of their nomination to the Board. At the time of appointment, specific
requirements for the position, including expert knowledge expected,
is communicated to the appointee.

During the period under review, the Board has also identified the list
of core skills, expertise and competencies of the Board of Directors as
are required in the context of the business and sectors applicable to
the Company and those actually available with Board.

Policy on Directors' Appointment and Remuneration Including criteria
for determining Qualifications, Positive Attributes and Independence
of a director

The Company has in place Remuneration Policy for the Directors,
KMP and other employees pursuant to the provisions of the Act and
the listing Regulations which is set out in Annexure I which forms part
of the Board' Report.

Meetings of the Board & Committees

During FY 2022-23, Four (4) Board Meetings were held. The details
of the Board Meetings with regard to their dates and attendance
of each of the Directors thereat have been set out in the Report on
Corporate Governance.

Employee Stock Option/Sweat Equity/Preferential Allotment

The Company has not issued any Employee Stock Options/Sweat
Equity or Shares as Preferential allotment during the period under
review.

Directors' Responsibility Statement

Based on framework of the internal financial controls and compliance
systems established and maintained by the Company, work
performed by the internal, statutory, cost and secretarial auditors and
external consultant(s) including audit of internal financial controls
over financial reporting by the statutory and the reviews performed
by Management and the relevant Board Committees, including the
Audit & Risk Management Committee, the Board is of the Opinion
that the Company's internal financial controls were adequate and
effective during the financial year 2022-23. Accordingly, pursuant
to Section 134(5) of the Act, the Board of Directors, based on the
representations received from the Operating Management and to
the best of their knowledge and ability, confirms that for the year
ended March 31, 2023:

a. In the preparation of the Annual accounts the applicable
accounting standards have been followed and that there are no
material departures;

b. They 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 the Financial year
and of the Profit of the Company for that period;

c. They have taken proper and sufficient care to the best of
their knowledge and ability, for the maintenance of adequate
accounting records in accordance with the provisions the Act
for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities;

d. They have prepared annual accounts on a 'going concern basis.'

e. They have laid down internal financial controls to be followed
by the Company and that such internal financial controls are
adequate and are operating effectively; and

f. Proper system has been devised to ensure compliance with
provisions of all applicable laws and that such systems are
adequate and operating effectively.

Disqualification of Director

No Director of the Company is disqualified under any law to act as
a director.

Insider Trading Proceedings/ Enquiry

No such enquiry/proceeding has ever been initiated/pending against
the Company.

Contracts & Arrangements with Related Parties

All related party transactions (if any) entered into were on an arm's
length basis and in the ordinary course of business and were in
compliance with the applicable provisions of the Act and the Listing
Regulations. Further, there were no transactions with related parties
which qualify as material transactions under the Listing Regulations.
The policy on materiality of related party transactions and dealing
with related party transactions as approved by the Board may be
accessed on company's website at the link http://www.seya.in/wp-
content/uploads/2011/06/ Related-Party-Transactions-Policy-Seya.
pdf

The details of the transactions with related parties are provided in the
accompanying financial statements.

Corporate Social Responsibility (CSR)

The CSR committee has formulated and recommends to the Board, a
CSR Policy indicating the activities to be undertaken by the Company
as approved by the Board.

The CSR activities are being undertaken by your Company directly
and through various Implementing agency with area specific need
and focus to reach out to marginalised and deprived section of
the society and bridge the gap between the haves and have nots
by promotion of building health, livelihood and education. The
interventions of some implementing agency were spread across
India.

During FY 2022-23, your Company did not meet the applicability
criteria specified u/s. 135(1) of the Companies Act, 2013.

The CSR Policy is available on the Company's website.

Material changes and commitments, if any, affecting the financial
position of the Company

There were no material changes and commitments which adversely
affected the financial position of the Company after the end of
Financial Year to the date of report except as described in note no.
30.23 of the accompanying financial statements.

Significant or Material orders passed against the Company

Pursuant to the requirement of Section 134(3)(q) of the Companies
Act, 2013 read with Rule 8(5)(vii) of the Companies (Accounts) Rules,
2014, SEBI has passed an interim order cum show cause notice dated
March 20, 2023 under the provisions of the SEBI Act, 1992, giving
certain directions to the Company, Managing Director, Executive
Directors and Chief Financial Officer of the Company as Noticee
therein.

The company has contested and challenged the allegations and
direction contained therein and filed an appeal in Hon'ble Securities
Appellate Tribunal (SAT). Vide Order dtd June 07, 2023, SAT disposed
of the appeal with the direction to keep in abeyance Paragraph 32(b)
of SEBI's Interim Order cum SCN.

Secretarial Standards of ICSI

During the year under review, your Company is in compliance with
the Secretarial Standards on Meetings of the Board of Directors (SS-
1) and General Meetings (SS-2) issued by the Institute of Company
Secretaries of India, with respect to Meetings of Board and its
Committees and General Meetings, respectively.

Internal Financial Control

Internal Financial control systems of the Company are commensurate
with its size and the nature of its operations, these have been
designed to provide reasonable assurance with regard to recording
and providing reliable financial and operational information,
complying with applicable accounting standards and relevant status,
safeguarding assets from unauthorised use, executing transactions
with proper authorisation an ensuring compliance of corporate
policies. The Company has well defined delegation of power with
authority limits for approving revenue as well as expenditure, both
capital and revenue. The Company uses an established ERP System to
record day to day transaction for accounting and financial reporting.

The Company's internal audit function monitors and assesses the
adequacy and effectiveness of the internal financial control. The
audit Committee deliberated with the members of management
considered the systems as laid down and met the internal auditors
and statutory auditors to ascertain, inter alia, their views on the
internal financial control systems. The Audit Committee satisfied itself
of the adequacy and effectiveness of the internal financial control
system as laid down and kept the Board of Directors informed.

Details of internal control system are given in the Management
Discussion and Analysis Report, which forms part of this Annual
Report.

Auditors

Statutory Auditors & Its Report

Term of M/s. A. A. Mohare & Co., Chartered Accountant (Firm
Registration No. 114152W), present statutory Auditor of the Company
is expiring with effect from ensuing Annual General Meeting.

As per provisions of Section 139, 142 and other applicable provisions
of the Companies Act, 2013, if any, read with the Companies
(Audit & Auditors) Rules, 2014, including any statutory enactment
or modification thereof, the Board of directors of the Company
proposing to appoint M/s. Thacker Butala Desai (Firm Registration
No. 110864W), as the Statutory Auditors of the Company and to hold
the office from the conclusion of this Annual General Meeting till the
conclusion of 34th Annual General Meeting at a remuneration to be
mutually agreed by the Board of Directors and the Auditors.

The Company has received a written consent and certificate from M/s.
Thacker Butala Desai (Firm Registration No. 110864W), confirming
that they satisfy the criteria provided under Section 141 of the Act
and that the appointment, if made, shall be in accordance with the
applicable provisions of the Act and rules framed thereunder.

The Statutory Auditor's report read together with relevant notes
thereon form an integral part of the Financial Statement of this
Annual Report and are self-explanatory and hence do not call for
any comments.

Cost Auditors

As per Section 148 of the Act, the Company is required to have the
audit of its cost records conducted by a Cost Accountant in practice.

The Board on Recommendation of the Audit Committee & Risk
Management has appointed Manish Shukla & Associates (Firm
Registration No. 101891) as the Cost Auditor of the Company for FY
2023-24 under Section 148 and all other applicable provisions of the
Act read with the Companies (Cost Records and Audit) Amendment
Rules, 2014.

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

The Remuneration payable to the Cost Auditors is required to be
placed before the members in a general meeting for their ratification.
Accordingly, a Resolution for seeking members ratification for the
remuneration payable to M/s. Manish Shukla & Associates is included
at the Notice Convening the AGM.

Secretarial auditor & Its Report

In terms of Section 204 of the Act and Rules made there under, M/s.
Subhash Purohit & Associates, Practising Company Secretary have
been appointed as Secretarial Auditor of the Company. The Report
of the Secretarial Auditors is enclosed as Annexure - III to this report.

Report on Secretarial Auditors for the year ended March 31, 2023,
contains few remarks, the Board of Directors would like to state
following:

Maintenance of Structural Digital Database as per Regulation 3(5) &
3(6) of SEBI (prohibition of Insider Trading) Regulation, 2015 - the
Company was under IBC and financial constrain, the Company is not
in position to purchase the high-cost software, hence, the database
is maintained in excel form. However, the Company shall make all
endeavor to Comply with the provisions in full at the earliest, once it
seems viable for the Company.

Reporting of Fraud by Auditors

During the year under review, the Statutory Auditors, Cost Auditors
and Secretarial Auditors have not reported any instances of frauds
committed in the Company by its Officers or Employees, to the Audit
Committee under Section 143(12) of the Act details of which needs
to be mentioned in this report.

Audit & Risk Management Committee

The Board has accepted the recommendations made by the Audit
& Risk Management Committee from time to time. Details about
the meetings held during the year is provided in the Corporate
Governance Report.

Risk Management

Risk management policy of the Company promotes a proactive
approach in reporting, evaluating and resolving risks associated with
the business. Mechanisms for identification and prioritisation of risks
include risk survey, business risk environment scanning, and inputs
from the Materiality Assessment Report and focused discussions in
Risk Management workshops.

Identified risks are used as one of the key inputs for the development
of strategy and business plan. The respective risk owner selects a
series of actions to align risks with the Company's risk appetite and
risk tolerance levels to reduce the potential impact of the risk should
it occur and/or to reduce the expected frequency of its occurrence.

Mitigation plans are finalised, owners are identified, and progress of
mitigation actions are monitored and reviewed. The risk assessment
update is provided to the Audit & Risk Management Committee
(ARMC) on periodical basis. ARMC is appointed by the Board and
comprises Directors and executives from the Company and is chaired
by an Independent Director. ARMC assists the Board of Directors in
overseeing the Company's risk management processes and controls.

Whistle Blower Policy and Vigil Mechanism

In accordance with the provisions of Section 177 (9) of the Act,
and Regulation 22 of the Listing Regulations, your Company has
a vigil mechanism which has been adopted in the form of Whistle
Blower Policy. The policy has been formulated with a view to provide
a mechanism for Directors and employees of the Company to
report genuine concerns. The Whistle Blower Policy also provides
for adequate safeguards against victimization of persons who use
vigil mechanism and for direct access to the Chairman of the Audit
Committee in appropriate or exceptional cases. The Whistle Blower
Policy is uploaded on the website of Company and the link is http://
www.seya.in/wp-content/uploads/2011/06/Whistleblower-policy_
SEYA_1.pdf

Share Registrar and Transfer Agents

The Company's Registrar & Transfer agents for shares are M/s.
Universal Capital Securities Private Limited (RTA). RTA is duly
registered with SEBI. The contact details of RTA are mentioned in the
Report of Corporate Governance.

Investors are requested to address their queries, if any, to RTA;
however, in case of difficulties, as always, they are welcome to contact
the Company's 'Investor Services Department, the contact particulars
of which are contained in the Report of Corporate Governance.

Listing

The Company's equity shares continue to be listed at BSE and NSE.
However, due to disruption of Company's Operation and resulting
Cash flows from the onset of COVID-19 pandemic and after events,
certain listing fees are pending to be paid to the Stock Exchanges.

Consolidated Financial Statements

There being no subsidiaries and associates' companies, disclosure
requirements pursuant to Regulation 33 & 34 of the Listing Regulation
are not applicable.

Subsidiaries / Joint Ventures / Associate Companies

As on March 31, 2023, the Company did not have any subsidiary, join
venture or associate company. Since the Company doesn't have any
subsidiary, a policy on material subsidiary has not been formulated.

Particulars of Loans, Guarantees or Investments under Section 186 of
the Companies Act, 2013, during FY 2021-22

During the period under review, the Company has not given any
loans, guarantees or made investments under Section 186 of the
Companies Act, 2013.

Conservation of Energy, Technology Absorption, Foreign
Exchange Earnings and Outgo

The Particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo, as required to be
disclosed pursuant to the provisions of Section 134 of the Act read
with Companies (Accounts) Rules, 2014, are provided in Annexure -
IV to this Report.

Research and Development

The Company recognizes the need to have well equipped R&D
Facilities to meet customer requirements and developing cutting
edge products. Detailed report on Research and Development
carried out by your Companies given as an Annexure IV of this report.

Investor Education and Protection Fund (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013
read with IEPF Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016 ('the Rules') all unpaid or unclaimed dividends are
required to be transferred by the Company to the IEPF established by
the Government of India, after the completion of seven years. Further,
according to the rules, the shares on which Dividend has not been
paid or claimed by the Shareholders for seven consecutive years or

more shall be transferred to the Demat account of the IEPF Authority.
No unclaimed and unpaid dividends is meeting the eligibility criteria
as on Balance sheet date and hence no amounts were required to be
transferred to IEPF.

Human Resources Management and Industrial Relations

Your Company considers human resources as the main assets of the
Company as it believes that Human resources play a very critical
role in its growth. Your Company continuously focus on training
requirements of its employee on a continuing basis. With a view to
increase the productivity, the management periodically organises
various training programmes and lectures which boosts and motives
the employee to give their best to the organisation.

During the year under review, your Company's industrial relations at
all manufacturing and other locations have remained amicable. All
these efforts are concentrated on attracting and retaining the best
talent in the industry as people are at the centre of your Company's
growth.

Particulars of Employees

The Information required under Section 197 of the Act read with
Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel), Rules, 2014 are given as Annexure V to this
Report.

None of the Company's Employees were covered by the disclosure
requirement pursuant to the provisions of Section 197 of the
Companies Act, 2013 read with Rules 5 (2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules,
2014.

Environment, Health and Safety

Employee's Health, Safety and Environmental protection are core
business values within your Company. The Company's Management
believes that environment and safety of all its stakeholders including
those who associated with the projects sites and manufacturing
facilities is of prime importance. We believe that it's our responsibility
to protect our employees, property and environment in which it
operates. As your Company deals in Chemicals, it has to make sure
that the highest degree of safety measures is maintained in order
to avoid any risk at the workplace. It strives towards excellence and
aligns its growth path to make tomorrow safer, cleaner, greener
and more sustainable. Your Company is committed to maintain
its operations and workplace free from incidents and significant
risk to the health and safety of its stake holders through improved
engineering practices, strong channels of communication, safety
awareness, robust checking systems and sound training practices.
Your Company has well-equipped Occupational Health Centres
at all its manufacturing locations to monitor health of employees
on regular basis. It also monitors employees for any indications of
lifestyle or work-style related diseases and provides counselling. Your
Company regularly monitors the occupational health of employees
working in designated hazardous areas with respect to exposure to
hazardous chemicals and processes.

The employees are continuously educated and trained to improve
their awareness and skills. Environment, Health and Safety (EHS)
targets assigned to each division to reduce resource consumption
and are regularly monitored through an EHS scorecard which is
reviewed at monthly business review meetings. The manufacturing
location of your Company have a well-defined Environment
Management System. It follows well mapped procedure in order
to select projects, assess impacts on society and environment and
mitigate any adverse impacts. EHS initiatives have been strengthened
further due to formation of a core group for exchange of knowledge
and standardising of systems and procedures. This core group also
assess the Plants' Safety and Environment protection improvement
activities. Periodic audits were conducted by the core group to
ensure compliance with the statutory requirements.

Special emphasis is given on resource conservation and process
innovations to convert waste streams into saleable products and
minimise use of water in processing. Your Company proactively fulfils
the environmental requirements of customers by delivering products
that match international standards. Your Company continues to focus
on proper treatment of effluents and reduction of pollution as a part
of its Green and eco-friendly initiatives. This has made your Company
a safe and healthy place to work.

Management System at all manufacturing plants and corporate office
have been assessed and have certifications like ISO 9001:2015, ISO
14001:2015 & OHSAS 18001:2007. All raw materials and products
within supply chain framework of your Company are transported in
a secure manner, for the safety of its customers, carriers, suppliers,
distributors and contractors. Your Company takes utmost care during
transportation and ensures that it complies with all the regulations.

All safety statutory requirements like licenses, mock drills under
emergency conditions and testing of manufacturing equipments etc.
are being complied with. Requirements of environmental acts and
regulations are complied with. Effluent treatment of waste streams
and suppression of fugitive emissions through sprinklers is also
carried out effectively. Massive tree plantation has been undertaken
to improve the greenery all around the plant.

Green Initiatives

Electronic copies of the Annual Report and Notice of General
Meetings are sent to all the Members whose email addresses are
registered with the Company for communication purposes.

Prevention of Sexual Harassment at Workplace

The Company is conscious about gender diversity and promotes
equal opportunity employment to have a work where employees
hold their head high with dignity.

Your Company has zero tolerance towards any act which may fall
under the ambit of Sexual Harassment at workplace and has adopted
a Policy on prevention, prohibition and redressal of sexual harassment
at work place in line with the provisions of Sexual Harassment of
Women at workplace (Prevention, Prohibition and Redressal) Act,
2013 and the Rules.

The following is the summary of the Complaints received and
disposed-off during the financial year 2022-23:

No. of Complaints received : 0

No. of Complaints Disposed-off : 0

Annual Return

Pursuant to Section 134(3)(a) and 92(3) of the Act, the Annual return
has been placed on the website of the Company www.seya.in

General

The Notes forming part of the Accounts are self-explanatory or to the
extent, necessary, have been dealt with in the preceding paragraphs,
of the Report.

Acknowledgement

The Board of Directors places on record its sincere appreciation for
the dedicated services rendered by the employees of the Company
at all levels and the cooperation extended by them. Your directors
would like to express their appreciation for the assistance and
support by all Shareholders, Government Authorities, Auditors,
financial institutions, employees, Customers, suppliers and other
business associates.

For & on behalf of the Board of Directors
Seya Industries Ltd

ASHOK G RAJANI

Palghar, August 29, 2023 Chairman & Managing Director