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

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)

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)

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

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

**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

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)