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Seya Industries Ltd.

BSE: 524324 | NSE: SEYAIND |

Represents Equity.Intra - day transactions are permissible and normal trading is done in this category
Series: EQ | ISIN: INE573R01012 | SECTOR: Chemicals

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Annual Report

For Year :
2018 2017 2016 2015 2014 2013 2012 2011 2010

Director’s Report

The Directors hereby presents their Twenty Eighth Annual report together with the Audited Financial Statements for the Financial Year (FY) 2017-18

During the year under review, your Company undertook several initiatives to brace its Products by increasing integration of manufacturing process for select high value products which will enable your Company to further enhance profitability.

Financial Performance

Rs. in Lakhs

Financial Results

Year Ended 31-Mar-18

Year Ended 31-Mar-17

Total Revenue



Profit Before Interest, Depreciation and Exceptional items (EBIDTA)



Depreciation and Amortization



Finance Cost



Profit Before Tax






Profit After Tax



Earnings per Share (Rs.)



Indian Accounting Standards

The Ministry of Corporate Affairs (MCA) vide its notification in the official Gazette dated February 16, 2015, notified the Indian Accounting Standards (IND AS) applicable to certain classes of Companies which has replaced the existing Indian GAAP prescribed under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies Accounts Rules, 2014. Accordingly, the Company has adopted IND AS with effect from April 1, 2017 with a transition date of April 1, 2016 and IGAAP as the Previous GAAP. The Financial Statements for the year ended March 31, 2018 has been prepared in accordance with IND AS.

The reconciliations and descriptions of the effect of the transition from previous GAAP to IND AS have been set out in the notes to accounts in the Standalone Financial Statements. The Company has re-stated the value of the Land (Property) owned by the Company in-accordance with the requirements of the IND AS 16 so as to represent the same at Fair Market Value in the Balance Sheet. This restatement resulted in an increase of Rs.314.21 Crores in the Reserves/Net-worth as compared to previous year.

Performance Review

Your Company continued to deliver record performance with steady growth in volume and profitability while recording progress on several strategic initiatives, including expansion plans even amidst extremely challenging backdrop of economic environment.

Your Company clocked double-digit growth of 11% (Y-o-Y) in revenues which stood at Rs.34,894 Lakhs compared to PY Rs.31,499 Lakhs led by volume growth and better realizations due to Environmental challenges and production disruptions in China. Amplified operating margins and growth in volumes resulted in 42.40% growth in Earnings (Profit) Before Interest, Depreciation, Tax & Amortization (EBIDTA) to Rs.10,647 Lakhs from Rs.7,477 Lakhs (PY). The traction from Modernization and Upgradation initiatives taken by your Company to improve operating efficiency has been instrumental in growth in volumes and higher contribution in the overall product mix. Domestic markets supported the momentum with procurement of high volumes on the back of high visibility thereby maintaining the spread.

Profit Before Tax stood at Rs.7,352 Lakhs whereas Profit after Tax was at Rs.5,242 Lakhs, up 57% and 24% respectively (Y-o-Y) contributing to Earnings Per Share at Rs.23.32 on enhanced capital compared to Rs.28.35 per Share (PY).


For the year under review, your Directors are pleased to recommended dividend of Rs.1 per share (10%) on the Ordinary Shares (''10 face value) of the Company (previous year Rs.1 per share). If declared by the members at the ensuing Annual General meeting (AGM), the total dividend outgo during FY 2017-18 would amount to Rs.287.43 Lakhs including Dividend tax (previous year Rs. Rs.244.93 Lakhs, including Dividend Tax).

Share Capital

During the period under review the Company has issued and allotted 4,250,000 equity shares of Rs.10/- at a premium of Rs.170/ per Share on conversion of 4,250,000 convertible warrants in accordance with the provisions of Section 42 and 62 of the Companies Act, 2013 (the Act).

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.

Capacity Expansion, New Projects & Diversification

Your Company is favorably positioned to capture opportunities emerging across the chemicals and specialty chemicals value-chain. More importantly, China, which was the world''s largest supplier for multiple chemicals, has enhanced its focus on environmental protection and sustainable manufacturing processes. As a result, local Chinese producers are faced with higher cost of operations which have increased the landed cost of chemicals. This has improved the competitiveness of alternate suppliers, opening opportunities for established players like us with proven capabilities and abundant capacities.

Capacity Expansions: Company is in process of doubling the capacity of one of its high value and high margin product in FY19, which presently contributes ~20% to its revenues. The brownfield expansion is expected to be commercialized in Q4FY19 and contribute additional growth of ~5% in top-line and bottom line in Q4FY19 and 15% - 20% in FY20.

De-bottlenecking and Improvement of Efficiencies at Existing Capacities: Company is upgrading and debottlenecking all product plants by setting up parallel capacities for select products and replacing machineries for some products to align the production plants and processes on new Technologies. In addition to this, keeping up its commitment as a responsible corporate citizen, Company is upgrading its Effluent Treatment Plant to support its capacity expansions. The de-bottlenecking and efficiency improvement exercises under implementation are expected to boost production volumes, revenues and margins through FY19 and H1FY20 by at least 15% - 20%. The estimated capital expenditure for above Capital expansion and de-bottlenecking project is Rs.70 - 75 Crores which is being funded through internal accruals and almost 40% of the estimated amount has been incurred until Q1FY19. Modernisation and upgradation Project of its Nitro Chlorobenzene manufacturing plant in FY17 has further resulted in Increase in Raw material efficiency, Improvement product quality, Reduction in Utilities consumption and Increase in ease of operation. The expansion of Select high value and high margin products will further enhance the profitability by contributing to the Top & Bottom line.

Mega Green-Field Project Under Implementation: Last year your Company had announced setting-up of a Greenfield forward and backward integration project to be self-reliant for most of its Raw materials, Reduce Cost of Energy, Diversify into Specialised High Value & High Margin products, Value addition to By-Products by reusing the same for manufacturing of high margin products and expansion in capacity of its captive use products. With a clearly defined vision to emerge as an Integrated Global producer for Speciality Chemicals and having invested Rs.4.41Bn in Capex in last 5 years, your Company took its next step forward to start next round of expansion at cost of Rs.7.35Bn, to be commissioned and commercialized in H2FY20 with additional installed capacity of 527,900 MTPA. The project is expected to contribute additional Rs.10-12Bn in Revenue at an estimated capacity utilization of 80% and EBIDTA margins on similar lines of present manufacturing operations. The project is located in close vicinity of Seya''s existing manufacturing operations at MIDC Tarapur, Boisar in State of Maharashtra and is being funded at 1:1 Debt-Equity. The financial closure for the Project was achieved in Q1FY18 and the work for the same had started in Q3FY18.

The Equity has been fully introduced by the Promoters and is forming part of present Share Capital/Equity Structure of the Company. The Project is being built under the supervision of highly experienced and reputed EPC contractors, German Technology Suppliers and PMC''s holding successful track-record of more than 105 years backed by performance guarantee. It involves latest state-of-the-art, cutting edge, continuous, fully automated process technology which will enable Seya to be the lowest cost producer in the World for the products under set-up. The installed capacities of proposed products under set-up will be the largest in the world at a single location.

Seya has safeguarded any copy of the Technology by executing confidentiality and copyright agreements with its technology suppliers restricting sale of technology acquired, for next 20 years. The License, Process Know-how and Engineering package for patented technology have been delivered by the technology suppliers in H2FY18 and the proprietary plant and machinery has been delivered in Q1FY19

With this, your Company will address the opportunity offered by the supply deficit in the domestic market which is majorly being met by imports. In addition to competitiveness on cost due to supplying the domestic markets from a plant located in India, your Company will leverage on the latest manufacturing technologies in its state-of-the art plant which will reduce wastage and is more efficient in utilisation of inputs and energy. With an objective of developing working relationships with major clients across India as well as establishing strong marketing and distribution channels, your company has been doing seed marketing of the proposed products to understand and penetrate in the market.

Working Capital

The Company continued to enjoy working capital facilities under Consortium banking arrangements with public sector Banks and the company has been regular in servicing these debts.

Credit Rating

Credit Rating agencies have upgraded the ratings to A- (A Minus) with stable outlook ratings for the long-term loan facilities availed by the company and A2 (A Two) for short-term facilities enjoyed by the Company.


Your Company obeys to austere guiding principles to efficiently manage its working capital level and maintain its debt at a reasonable level. During the year under review, the debt pertaining to the manufacturing operations of your Company decreased due to scheduled repayments and improved working capital management. However, as your Company is setting-up its Mega Greenfield expansion project, on a consolidated level the total debt has enhanced. These levels would normalise as your Company generate revenues from the new projects. Modest increase in Interest cost was due to enhanced working capital drawdown mandated by increased scale of operation. Depreciation increased due to regular growth and maintenance Capex; despite this your Company''s enhanced financials have tractioned advancement of financial parameters. Your Company endures its emphasis to effectively manage its cash flows through prudent regulators to reduce the overall interest costs. Robust Cash flow, Repayment of Term loan and Effective management of working capital have leveraged Debt/Equity ratio at 0.27x with a Net Debt/ EBITDA of 2.29x, propounding much more financial flexibility for Upcoming Projects.

Reserves & Surplus

The Reserves, at the beginning of the year were Rs.27,514.14 Lakhs and the Reserves at the end of the year are Rs.71,271.19 Lakhs representing an increase by Rs.43,757.04 Lakhs (increase of Rs.31,421.00 Lakhs due to IND-AS16). During the period under review no amount is transferred to General Reserves.


The Company has neither accepted nor renewed any deposits during the year under review. The Company does not have any deposits which are not in compliance with the requirements of Chapter V of the Act

IT Initiatives

The Company''s Information Technology (IT) infrastructure is continuously reviewed and renewed in line with the development in technology and its requirements.

Directors and Key Managerial Personnel Directors

In Accordance with the provision of the Act and the Articles of Association of the Company, Mr. Asit Kumar Bhowmik is liable to retire by rotation and being eligible offered himself for reappointment.

Based on the recommendations of the Nomination and Remuneration Committee (NRC), the Board of Directors has at its meeting held on May 28, 2018 re-appointed Mr. Ashok G Rajani as Managing Director of the Company for a period of 5 years commencing from September 25, 2019 to September 24, 2024. His re-appointment and remuneration payable to him are subject to the approval of the Members at the ensuing AGM.

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 fulfill 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 Director 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 28th Annual General Meeting.

Key Managerial Personnel (KMP)

Mr. Ashok G Rajani, Managing Director, Mr. Asit Kumar Bhowmik, Executive Director and Ms. Manisha Solanki, Company Secretary are the KMP as per the definition under Section 2(51) and Section 203 of the Act.

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.

First Five years term of Mr. Anand Taggarsi is getting expired on September 26, 2019, Board have proposed his re-appointment as Independent Director for further period of Five year in ensuing Annual General Meeting.

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

The Nomination and Remuneration (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.

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

The details of the number of meetings of the Board of Directors held during the Financial Year 2017-18 forms part of the Corporate Governance Report.

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 2017-18. 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:

a. In the preparation of the Annual accounts for the financial year ended March 31, 2018, the applicable accounting standards have been followed and that there are no material departures;

b. The Directors have, in selection of the accounting policies, consulted the Statutory Auditors and have applied their recommendations 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 as at March 31, 2018 and of the profit of the Company for the year ended on that date;

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.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2017-18.

Declaration by Independent Directors

The Company has received declaration from all of its Independent Directors under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013.

Redemption of Shares/ Debentures

The Company has not redeemed any Shares or Debentures.

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 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 recommended 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 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 2017-18, your Company has spent ''58.75 Lakhs on CSR activities, against the requirement of ''57.91 Lakhs , being 2% of average of the net profits for the preceding three years.

The Company''s overall CSR initiative focuses on the following sectors and issues:

- Poverty alleviation, livelihood enhancement and infrastructure support, including programs on agriculture growth animal husbandry development and promotion of social enterprises.

- Education and vocational skill development

- Environment sustainability by investing in bio-diversity, natural resource management, awareness and environment education, and mitigation of climate change impact.

- Health Care, nutrition, sanitation and safe drinking water.

- Women empowerment

- Responding to any disasters, depending upon where they occur and its ability to respond to meaningfully.

The CSR Policy is available on the Company''s website. The Annual Report on CSR activities is enclosed as Annexure - II

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

No material changes and commitments affecting the financial Position of the Company occurred between the ends of the financial year to which this financial statement relate on the date of this report.

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, it is confirmed that during FY 2017-18 there were no significant or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and your Company''s operations in future.

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.


Statutory Auditors & Its Report

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, M/s. Anil Chauhan & Associates, Chartered Accountant, (Firm Registration No. 140786W) be and is hereby appointed as the Statutory Auditors of the Company and to hold the office from the conclusion of this Annual General Meeting till the conclusion of 29th Annual General Meeting of the Company, at a remuneration to be decided by the Board of Directors in consultation with the Auditors plus applicable service tax and reimbursement of travelling and out of pocket expenses incurred by them for the purpose of audit.

The Company has received a written consent and certificate from M/s. Anil Chauhan & Associates, 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. There is no qualification, reservation, adverse remark or disclaimer by the Statutory Auditors in their Report.

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 D.C. Dave & Co., Cost Accountants (Firm Registration No. 000611) as the Cost Auditor of the Company for FY 2018-19 under Section 148 and all other applicable provisions of the Act read with the Companies (Cost Records and Audit) Amendment Rules, 2014.

M/s. D C Dave & Co. 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. D C Dave & Co. is included at Item No. 7 of the Notice Convening the AGM.

Secretarial auditor & Its Report

In terms of Section 204 of the Act and Rules made there under, M/s. Dipali Kapadia & 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. With Respect to comment on CFO, your Directors would like to place on record that the Board had appointed one candidate as CFO, however, before company could assess his skills and knowledge, he left the organisation due to some personal reasons. This is crucial position which requires proper due diligence before appointing anyone on this position, there has been a delay in appointing CFO. Interviews are in process and the Company shall appoint CFO very soon. At present, responsibility of CFO is carried out by the Managing Director of the Company.

Reporting of Fraud by Auditors

There is no instance of fraud reported by the Auditors during the FY 2017-18.

Secretarial Standards of ICSI

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 and approved by the Central Government.

Audit & Risk Management Committee

The Company has an Audit & Risk Management committee comprising Mr. Anand Taggarsi, Mr. Ashok G Rajani, and Ms. Kalpana Tirpude. 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.

Quality Initiatives

Sustained commitment to highest levels of quality, best-in-class service management, robust information security practices and mature business continuity processes helped the Company attain significant milestones during the year.


The Company''s equity shares continue to be listed at BSE. We confirm that the Listing fee for the financial year 2017-2018 and 2018-19 has been paid to BSE. The stock code of the company at BSE is 524324.

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, 2018, 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 2017-18

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 yet meeting the eligibility criteria and hence no amounts were 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.

Statement of Company''s Affairs

The statement of Company''s affairs is given under the various headings in this Report and in the Management Discussion and Analysis Report.


All the insurable interests of your Company including inventories, buildings, plant and machinery are adequately insured against risk of fire and other risks.

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 its 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. All the manufacturing locations 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.

Your Company is signatory to the ''Responsible Care'' initiatives and Responsible care logo holding organisation. Management System at all manufacturing plants and corporate office have been assessed and are equivalent to ISO 9001, ISO 14001 & OHSAS 18001. 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. For members who have not registered their email addresses, physical copies of the Notices and Annual Report are sent in the permitted mode. Members requiring physical copies can send a request to the Company.

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.

You Company has zero tolerance towards any act which may fall under the ambit of Sexual Harassment at work place 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 2017-18:

No. of Complaints received: NIL

No. of Complaints Disposed-off: NIL

Extract of the Annual Return

Pursuant to Section 92(3) of the Act and Rules 12(1) of the Companies (Management and Administration) Rules, 2014 extract of annual return in form MGT-9 is enclosed as Annexure VI to this Report.


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.


Your Directors wish to express their gratitude and appreciation to all of the Company''s employees at all its locations who through their competence, tremendous personal efforts as well as their collective dedication have contributed to the Company''s performance.

Your Directors acknowledge with sincere gratitude the co-operation and assistance extended by the Banks, Financial Institutions, Suppliers, Vendors, Customers and all the Central and State Government authorities and all other Business associates.

The Board also takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders.

For & on behalf of the Board of Directors


Chairman & Managing Director

Mumbai, May 28, 2018

Director’s Report