[Pursuant to Section 134(3) of the Companies Act 2013]
SHREE HARI CHEMICALS EXPORT LIMITED
The Directors have pleasure in presenting the Thirtieth Annual Report together with theStatement of Accounts for the year ended on March 31 2017:
|FINANCIAL RESULTS: || ||(Rs. in Lakhs) |
|Particulars ||2016-2017 ||2015-2016 |
|Sales ||11470.33 ||10096.43 |
|Other Income ||236.77 ||270.32 |
|PROFIT BEFORE DEPRECIATION & TAX ||112.52 ||402.06 |
|Less: Depreciation ||276.70 ||307.93 |
|PROFIT BEFORE TAX ||(164.18) ||94.13 |
|Less: Provision for Taxation || || |
|Current Tax ||- ||32.00 |
|Deferred Tax ||19.11 ||(50.35) |
|PROFIT AFTER TAX ||(183.29) ||112.48 |
|Surplus brought forward from Previous Year ||4488.93 ||4429.96 |
|PROFIT AVAILABLE FOR APPROPRIATION ||4305.64 ||4442.94 |
|Proposed Dividend ||44.46 ||44.46 |
|Tax on Proposed Dividend ||9.05 ||9.05 |
|Surplus Carried Forward ||4252.13 ||4488.93 |
OPERATIONS/ STATE OF COMPANY S AFFAIRS
During the year under review Sales were Rs. 11470.33 Lakhs as against Rs. 10096.43Lakhs during the corresponding previous year. Loss was Rs. 183.29 Lakhs as against Profitof Rs. 112.48 Lakhs for the previous year. Export earnings were Rs. 2190.09 Lakhs asagainst Rs. 701.55 Lakhs during the corresponding previous year.
TRANSFER TO GENERAL RESERVES
There was no transfer to General Reserve.
The Board of Directors are pleased to recommend a dividend of Re. 1 (Rupee One) pershare i. e. 10% on 4446300 Equity Shares of Rs. 10/- each for the year 2016-2017 out ofaccumulated profits.
MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR
There have been no material changes and commitments if any affecting the financialposition of the Company which have occurred between the end of the financial year dated31st March 2017 and the date of the report.
NUMBER OF MEETINGS OF BOARD OF DIRECTORS
6(Six) meetings of the Board of Directors were held during the year. Details of theMeetings of the board are referred in the Corporate Governance Report which forms part ofthis report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Shri Bankesh Chandra Agrawal (DIN 00121080) Chairman & Executive Director of theCompany retires at the ensuing Annual General Meeting and being eligible offers himselffor re-appointment.
During the year Company appointed Ms. Urvashi Pandya as a Company Secretary (KMP) witheffect from October 01 2016 as required under the provisions of Section 203 of the Act.
DECLARATIONS FROM INDEPENDENT DIRECTORS
Shri Virjanand Gupta Shri Arvind Chirania Shri Vinit Kedia and Smt. Ekta Sultaniawho are independent directors have submitted declarations that each of them meets thecriteria of independence as provided in sub Section (6) of Section 149 of the Act andthere has been no change in the circumstances which may affect their status as independentdirector during the year. In the opinion of the Board the independent directors possessappropriate balance of skills experience and knowledge as required.
The details pertaining to composition of audit committee are included in the CorporateGovernance Report which forms part of this report.
The Company is committed to adhere to the highest standards of ethical moral and legalconduct of business operations. To maintain these standards the Company encourages itsemployees who have concerns about suspected misconduct to come forward and express theseconcerns without fear of punishment or unfair treatment. A Vigil (Whistle Blower)mechanism formulated by the Company provides a channel to the employees and Directors toreport to the management concerns about unethical behavior actual or suspected fraud orviolation of the codes of conduct or policy. The mechanism provides for adequatesafeguards against victimization of employees and Directors to avail of the mechanism andalso provide for direct access to the Managing Director/ Chairman of the Audit Committeein exceptional cases.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND CRITERIA FOR INDEPENDENT DIRECTORS
The Remuneration Policy for directors and senior management and the Criteria forselection of candidates for appointment as directors independent directors seniormanagement are placed on the website of the Company. The weblink ishttp://shreeharichemicals.in/ policies.aspx. There has been no change in the policiessince the last fiscal year. We affirm that the remuneration paid to the directors is asper the terms laid out in the remuneration policy of the Company.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that:
(i) in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;
(ii) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the loss ofthe Company for that period;
(iii) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
(iv) they have prepared the annual accounts on a going concern basis;
(v) they have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively;
(vi) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal and statutoryauditors and external consultants and the reviews performed by management and the relevantboard committees including the audit committee the board is of the opinion that theCompany s internal financial controls were adequate and effective during the financialyear 2016-17.
The internal auditor also regularly reviews the adequacy of internal financial controlsystem.
DETAILS OF SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES
The Company does not have any subsidiary/ joint ventures/ associates.
EXTRACT OF ANNUAL RETURN
As provided under sub Section (3) of Section 92 of the Act the extract of annualreturn is enclosed which forms part of the directors report as Annexure I.
As per Section 139 of the Companies Act 2013 read with the Companies (Audit andAuditors) Rules 2014 the term of M/s. Kailash Chand Jain & Co. CharteredAccountants (ICAI Registration No. 112318W) Mumbai as the Statutory Auditors of theCompany expires at the conclusion of the ensuing Annual General Meeting of the Company.The Board place on record its appreciation for the services rendered by M/s. Kailash ChandJain & Co. as the Statutory Auditors during its long association with the Company.
The Board of Directors of the Company at their meeting on the recommendation of theAudit Committee have made its recommendation for appointment of M/s. G. D. Singhvi &Co. Chartered Accountants Mumbai (FRN No. 11028W) as the Statutory Auditors of theCompany by the Members at the 30th Annual General Meeting of the Company for a term of 5years. Accordingly a resolution proposing appointment of M/s. G. D. Singhvi & Co.Chartered Accountants as the Statutory Auditors of the Company for a term of fiveconsecutive years i.e. from the conclusion of 30th Annual General Meeting till theconclusion of 35th Annual General Meeting of the Company to be held in 2022 pursuant toSection 139 of the Companies Act 2013 forms part of the Notice of the 30th AnnualGeneral Meeting of the Company. The Company has received their written consent and acertificate that they satisfy the criteria provided under Section 141 of the Act and thatthe appointment if made shall be in accordance with the applicable provisions of the Actand rules framed thereunder.
You are requested to appoint Auditors and to fix their remuneration.
As per Section 148 of the Companies Act 2013 (Act) the Company is required to havethe audit of its cost records conducted by a Cost Accountant in practice. In thisconnection the Board of Directors of the Company has on the recommendation of the AuditCommittee approved the appointment of M/s. B. F. Modi & Associatesas the costauditors of the Company for the year ending March 31 2018. In accordance with theprovisions of Section 148(3) of the Act read with Rule 14 of the Companies (Audit andAuditors) Rules 2014 the remuneration payable to the Cost Auditors as recommended by theAudit Committee and approved by the Board has to be ratified by the members of theCompany. Accordingly appropriate resolution forms part of the Notice convening the AGM.The Board seeks your support in approving the proposed remuneration of Rs. 0.25 lakh plusout-of-pocket expenses payable to the Cost Auditors for the Financial Year ending March31 2018. M/s. B. F. Modi & Associates have vast experience in the field of costaudit and have conducted the audit of the cost records of the Company for the past twoyears under the provisions of the Companies Act 2013.
Pursuant to the provisions of Section 204 and other applicable provisions if any ofthe Companies Act 2013 M/s. Parikh Parekh & Associates Practicing CompanySecretaries were appointed as the Secretarial Auditors for auditing the secretarialrecords of the Company for the financial year 2016-2017.
The Secretarial Auditors Report is annexed as Annexure II.
AUDITORS REPORT AND SECRETARIAL AUDITORS REPORT
The auditor s report does not contain any qualifications reservations or adverseremarks.
The Secretarial Audit Report for the financial year ended March 31 2017 does notcontain any qualification reservation adverse remark. The reasons for unspent amount ofCSR expenditure is explained in the Annual Report on Corporate Social ResponsibilitiesActivities annexed to this report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
[Pursuant to Section 134 of the Companies Act 2013 read with Companies (Accounts)Rules 2014]
1. Conservation of energy:
a. Steps taken / impact on conservation of energy:
During the year the Company continued to make efforts to prevent wasteful electricalconsumption.
b. Steps taken by the company for utilising alternate sources of energy including wastegenerated:
The Company is in the process of assessing the feasibility of alternative source ofenergy.
c. The Capital invested on energy conservation equipment: NIL
2. Technology absorption :
a. Efforts in brief made towards technology absorption during the year under revieware: Not Applicable
b. Benefits derived as a result of the above efforts e.g. product improvement costreduction product development import substitution etc.: Not Applicable
c. In case of imported technology (imported during the last 3 years reckoned from thebeginning of the financial year) following information may be furnished : Not Applicable
d. Expenditure incurred on Research and Development: NIL
|3. Foreign exchange earnings and Outgo : ||(Rs. in Lakhs) |
|Foreign exchange earnings and outgo ||2016-17 |
|a. Foreign exchange earnings ||2190.09 |
|b. Foreign exchange outgo ||492.87 |
PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are annexedas Annexure III.
DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from public during the year.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORY/ JUDICIAL AUTHORITY
There are no significant or material orders passed by any regulator or court that wouldimpact the going concern status of the Company and its future operations.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
The Company has not given any loans or guarantees or made investments in contraventionof the provisions of the Section 186 of the Companies Act 2013. The details of the loansand guarantees given and investments made by the Company are provided as under:
Loans: Rs. Nil
Investments: Rs. 71595/-
Guarantees/ securities: Rs. Nil
RISK MANAGEMENT POLICY
The Board of Directors of the Company has framed a risk management policy and isresponsible for reviewing the risk management plan and ensuring its effectiveness. Theaudit committee has additional oversight in the area of financial risks and controls.Major risks identified by the businesses and functions are systematically addressedthrough mitigating actions on a continuing basis.
CORPORATE SOCIAL RESPONSIBILITY
The Corporate Social Responsibility Committee has formulated and recommended to theBoard a Corporate Social Responsibility Policy (CSR Policy) indicating the activities tobe undertaken by the Company which is approved by the Board. The CSR policy of theCompany is placed on the website of the Company. The weblink is http://shreeharichemicals.in/policies.aspx. In accordance with the provisions of Section 135 ofthe Companies Act 2013 an abstract on Company s CSR activities is furnished as AnnexureIV.
RELATED PARTY TRANSACTIONS
Particulars of transactions with related parties pursuant to Section 134(3)(h) of theAct read with rule 8(2) of the Companies (Accounts) Rules 2014 are given in Form AOC-2and the same forms part of this report as Annexure V.
EVALUATION OF BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS
An annual evaluation of the Board own performance Board committees and individualdirectors was carried out pursuant to the provisions of the Act in the following manner:
|Sr. No. ||Performance evaluation of ||Performance evaluation performed by ||Criteria |
|1 ||Each Individual directors ||Nomination and Remuneration Committee ||Attendance Contribution to the Board and committee meetings like preparedness on the issues to be discussed meaningful and constructive contribution and guidance provided key performance aspects in case of executive directors etc. |
|2 ||Independent directors ||Entire Board of Directors excluding the director who is being evaluated ||Attendance Contribution to the Board and committee meetings like preparedness on the issues to be discussed meaningful and constructive contribution and guidance provided etc. |
|3 ||Board its committees and individual directors ||All directors ||Board composition and structure; effectiveness of Board processes information and functioning performance of specific duties and obligations timely flow of information etc. |
| || || ||The assessment committees based on the terms of reference of the committees |
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. All employees (permanent contractual temporary trainees) are covered underthis policy.
The Company has paid the listing fees to BSE Limited for the year 2017-2018.
INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE
The Board of Directors has adopted the Code of Practices and Procedures for FairDisclosure of Unpublished Price Sensitive Information and Code of Internal Procedures andConduct for Regulating Monitoring and Reporting of Trading by Insiders in accordance withthe requirements of the SEBI (Prohibition of Insider Trading) Regulations 2015 and isavailable on our website. The weblink is http://shreeharichemicals.in/ policies.aspx.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS
As per the Listing Regulations the Corporate Governance Report Management Discussionand Analysis Report and the Auditor s Certificate regarding compliance with conditions ofCorporate Governance forms part of the Annual Report.
Your Directors convey their gratitude to the State Bank of India and every officialcustomers suppliers other associates of the company for their continued assistance andsupport. The Directors also wish to place on record their appreciation of the hard workput in by the staff of the Company. The Directors are also grateful to you theShareholders for the confidence you continue to repose in the Company.
| ||For and on behalf of the Board |
|Place: Mumbai ||BANKESH CHANDRA AGRAWAL |
|Date: 25th May 2017 ||Chairman & Executive Director |
| ||DIN: 00121080 |