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Sharda Cropchem Ltd.

BSE: 538666 Sector: Industrials
NSE: SHARDACROP ISIN Code: INE221J01015
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VOLUME 178383
52-Week high 567.80
52-Week low 351.00
P/E 21.36
Mkt Cap.(Rs cr) 4,042
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 449.05
CLOSE 448.90
VOLUME 178383
52-Week high 567.80
52-Week low 351.00
P/E 21.36
Mkt Cap.(Rs cr) 4,042
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Sharda Cropchem Ltd. (SHARDACROP) - Director Report

Company director report

To

The Members of

M/s. SHARDA CROPCHEM LIMITED

Your Directors have pleasure in presenting their report and audited accounts for theyear ended March 31 2017.

FINANCIAL PERFORMANCE:
(` in Lakhs)
Standalone

Consolidated

Particulars
FY 2017 FY 2016 FY 2017 FY 2016
Revenue from operations (net) 112920.70 93447.04 139922.68 122211.55
Other income 5552.24 6311.90 1568.48 2545.30
Total Income 118472.94 99758.94 141491.16 124756.85
Expenses excluding depreciation and amortisation expenses 85861.08 70651.08 108690.08 95123.07
Earnings before interest tax depreciation and amortization
32611.86 29107.86 32801.08 29633.78
(EBITDA) and prior period adjustments
Depreciation and amortization expenses 5614.15 3493.55 5625.90 3505.32
Profit before tax (PBT) 26997.71 25614.31 27175.18 26128.46
Tax Expense 8123.14 8398.22 8138.74 8608.85
Net Profit for the year 18874.57 17216.09 19036.44 17519.61
Other Comprehensive Income (2.4) (11.97) 3.83 670.86
Total Comprehensive Income 18872.17 17204.12 19040.27 18190.47

OPERATIONAL PERFORMANCE & FUTURE OUTLOOK:

Your Company achieved an all time performance high in terms of both operating revenuesand net profit. The Company's consolidated revenue from operations increased by 14.5% to `139922.68 Lakhs in FY 2017. This was possible on account of growth across regions led bystrong growth in the NAFTA and RoW regions. Your Company received 409 new registrationsduring the year of which 191 are in the European Union region.

Gross margins and EBITDA margins (excluding foreign exchange impact) were stable at35.9% and 22.3% respectively inspite of tough market conditions. Depreciation andamortisation expense was higher due to capitalisation of new registrations. Tight controlover fixed operating and non-operating expenses enabled achieve PAT growth of 8.7%.

Your Company shall continue to focus on investment in product registrations indeveloped countries and high growth agricultural driven economies. Your Company stronglybelieves that the future of agrochemicals business is in obtaining early productregistrations due to the high entry barrier for new entrants.

DIVIDEND:

During the year your Directors declared two interim dividends of

` 2 per share each in November 2016 and March 2017 on the paid-up equity shares ofthe Company. The total Dividend for the Financial Year 2016-17 is ` 4.00 per share and theaggregate amount of Interim Dividend Distributed is ` 3608.82 Lakhs.

DIVIDEND DISTRIBUTIION POLICY:

Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements)Disclosure 2015 ("LODR") required top 500 listed companies based on the marketcapitalization to formulate Dividend Distribution Policy. In compliance of the saidrequirement the Company has formulated its Dividend Distribution Policy. The Policy isuploaded on the website of the Company viz.: www.shardacropchem.com/investor-relation.html

SHARE CAPITAL:

The paid up equity share capital of the Company as on March 31 2017 was ` 9022.05Lakhs. During the year under review the Company has not issued any shares. The Companyhas not issued shares with differential voting rights. It has neither issued employeestock options nor sweat equity shares and does not have any scheme to fund its employeesto purchase the shares of the Company.

Further during the year under review two (2) promoters have partially sold theirshareholding to the extent of 200000 shares of the Company.

DEPOSITS:

Your Company has not accepted/invited deposits from the public falling within the ambitof Section 73 of the Companies Act 2013 and The Companies (Acceptance of Deposits) Rules2014.

SUBSIDIARY COMPANIES/ASSOCIATE COMPANIES:

Subsidiary Companies - Direct

Axis Crop Science Private Limited

Axis Crop Science Private Limited is engaged in marketing and distribution ofagrochemicals in India. For the year ended March 31 2017 the Company's total income is `1846.10 Lakhs (Previous year: ` 2903.17 Lakhs) and Loss for the year is ` 343.31 Lakhs(Previous year: ` 166.15 Lakhs).

Nihon Agro Service Kabushiki Kaisha

Nihon Agro Service Kabushiki Kaisha is engaged in the business of dealing inagrochemical products in Japan. For the year ended March 31 2017 the Company's totalincome is ` 22.75 Lakhs and Loss for the year is ` 0.36 Lakhs.

Sharda Agrochem Dooel Skopje Macedonia

Sharda Agrochem Doel Skopje is engaged in marketing and distribution of agrochemicalsin Macedonia. During the year there were no operations in the Company.

Sharda Balkan Agrochemicals Limited Greece

Sharda Balkan Agrochemicals Limited is engaged in the business of dealing inagrochemical products in Greece. During the year ended December 31 2016 the Company'stotal income is ` 4.18 Lakhs (Previous Year: ` 4.77 Lakhs) and Profit for the year is NIL.(Previous Year: ` 1.01 Lakhs).

Sharda Chile SpA Chile

Sharda Chile SpA is engaged in the business of dealing in agrochemical products inChile. During the year there were no operations in the Company.

Sharda Costa Rica SA Costa Rica

Sharda Costa Rica SA is engaged in the business of dealing in agrochemical products inCosta Rica. During the year there were no operations in the Company.

Sharda Cropchem Espana S.L. Spain

Sharda Cropchem Espana S.L. is engaged in the business of distribution of agrochemicalproducts in Spain and abroad. For the year ended March 31 2017 the Company's totalincome is

` 6274.15 Lakhs (Previous year: ` 5285.51 Lakhs) and Profit for the year is ` 19.10Lakhs (Previous year: ` 105.88 Lakhs).

Sharda Cropchem Israel Limited Israel

Sharda Cropchem Israel Limited is engaged in the business of dealing in agrochemicalproducts in Israel. During the year there were no operations in the Company.

Sharda Cropchem Tunisia SARL Tunisia

Sharda Cropchem Tunisia SARL is engaged in the business of dealing in agrochemicalproducts in Tunisia. During the year there were no operations in the Company.

Sharda De Guatemala S.A. Guatemala

Sharda De Guatemala S.A. is engaged in the business of dealing in agrochemicalproducts in Guatemala. During the year there were no operations in the Company.

Sharda Del Ecuador CIA. Ltda. Ecuador

Sharda Del Ecuador CIA. Ltda. is engaged in the business of dealing in agrochemicalproducts in Ecuador. For the year ended December 31 2016 the Company's total income is `10.75 Lakhs (Previous Year: ` 7.10 Lakhs) and Loss for the year is Nil (Previous year: `0.04 Lakhs).

Sharda Do Brasil Comercio De Produtos Quimicos E Agroquimicos Ltda Brazil

Sharda Do Brasil Comercio De Produtos Quimicos E Agroquimicos Ltda is engaged in thebusiness of dealing in agrochemical products in Brazil. During the year ended December 312016 there are no revenues and Loss for the year is ` 17.34 Lakhs (Previous year: ` 13.07Lakhs).

Sharda Dominicana S.R.L. Dominican Republic

Sharda Dominicana S.R.L is engaged in the business of dealing in agrochemical productsin Dominican Republic. During the year there were no operations in the Company.

Sharda EL Salvador S. A. DE CV EL Salvador

Sharda EL Salvador S.A. DE CV is engaged in the business of dealing in agrochemicalproducts in EL Salvador. During the year there were no operations in the Company.

Sharda Hellas Agrochemicals Limited Greece

Sharda Hellas Agrochemicals Limited is engaged in the business of dealing inagrochemical products in Greece. For the year ended December 31 2016 the Company's totalincome is ` 4.18 Lakhs (Previous Year: ` 4.77 Lakhs) Profit for the year is NIL (Previousyear: ` 0.94 Lakhs).

Sharda Hungary Kft Hungary

Sharda Hungary Kft is engaged in the business of dealing in agrochemical products inHungary. For the year ended March 31 2017 the Company's total income is ` 5633.48 Lakhs(Previous year: ` 2329.04 Lakhs) and Profit for the year is ` 106.38 Lakhs (Previousyear: ` 19.64 Lakhs).

Sharda International DMCC U.A.E.

Sharda International DMCC is engaged in trading in agrochemicals conveyor belts andchemicals. For the year ended March 31 2017 the Company's total income is ` 22634.25Lakhs (Previous year:` 22109.13 Lakhs) and Profit for the year is ` 3913.59 Lakhs(Previous year: ` 3013.57 Lakhs).

Sharda Italia SRL Italy

Sharda Italia SRL is engaged in the business of dealing in agrochemical products inItaly. For the year ended December 31 2016 the Company's total income is ` 4.02 Lakhs(Previous Year: ` 3.74 Lakhs) and Profit for the year is ` 2.67 Lakhs (Previous year: `0.19 Lakhs).

Sharda Peru SAC Peru

Sharda Peru SAC is engaged in the business of dealing in agrochemical products in Peru.For the year ended December 31 2016 the Company's total income is ` 1.31 Lakhs (PreviousYear: ` 1.35 Lakhs) and Loss for the year is ` 39.35 Lakhs (Previous year: ` 31.51 Lakhs).

Sharda Poland SP. ZO.O Poland

Sharda Poland SP. ZO.O. is engaged in the business of distribution of agrochemicalproducts in Poland and abroad. For the year ended March 31 2017 the Company's totalincome is ` 3365.25 Lakhs (Previous year: ` 5314.84 Lakhs) and Loss for the year is `101.37 Lakhs (Previous year: Profit ` 22.88 Lakhs).

Sharda Polska SP. ZO.O. Poland

Sharda Polska SP. ZO.O. is engaged in the business of dealing in agrochemical productsin Poland and abroad. For the year ended December 31 2016 the Company's total income is` 3.99 Lakhs

(Previous Year: ` 4.00 Lakhs) and Profit for the year is ` 0.10 Lakhs (Previous year: `0.34 Lakhs).

Sharda Spain S.L. Spain

Sharda Spain S.L. is engaged in the business of dealing in agrochemical products inSpain. For the year ended December 31 2016 the Company's total income is ` 7.28 Lakhs(Previous Year:

` 7.69 Lakhs) and Loss for the year is ` 0.68 Lakhs (Previous year:

` 0.77 Lakhs).

Sharda Swiss SARL Switzerland

Sharda Swiss SARL is engaged in the business of dealing in agrochemical products inSwitzerland. For the year ended December 31 2016 the Company's total income is ` 1.04Lakhs (Previous Year:

` 5.46 Lakhs) and Loss for the year is ` 0.17 Lakhs (Previous year:

` Profit 4.33 Lakhs).

Sharda Taiwan Limited Taiwan

Sharda Taiwan Limited is engaged in the business of dealing in agrochemical products inTaiwan. For the year ended December 31 2016 the Company's total income is NIL (PreviousYear: ` 0.02 Lakhs) and Profit for the year is NIL (Previous year: ` 0.02 Lakhs).

Sharda Ukraine LLC Ukraine

Sharda Ukraine LLC is engaged in the business of dealing in agrochemical products inUkraine. For the year ended December 31 2016 the Company's total income is ` 3.52 Lakhs(Previous Year: ` 5.88 Lakhs) and Profit for the year is ` 0.11 Lakhs (Previous year:NIL).

Sharda USA LLC USA

Sharda USA LLC is engaged in the business of dealing in agrochemical products in USA.During the year there were no operations in the Company.

Shardacan Limited Canada

Shardacan Limited is engaged in the business of dealing in agrochemical products inCanada. During the year there were no operations in the Company.

Shardaserb DO.O. Serbia

Shardaserb DO.O. is engaged in the business of dealing in agrochemical products inSerbia. For the year ended December 31 2016 the Company's total income is ` 2.91 Lakhs(Previous Year: ` 2.74 Lakhs) and Loss for the year is ` 0.23 Lakhs (Previous year: Profit` 0.22 Lakhs).

Sharzam Limited Zambia

Sharzam Limited is engaged in the business of dealing in agrochemical products inZambia. During the year there were no operations in the Company.

Subsidiary Companies – Indirect

Euroazijski Pesticidi d.o.o. Croatia

Euroazjiski Pesticidi d.o.o. is engaged in the business of dealing in agrochemicalproducts in Croatia. For the year ended March 31 2017 the Company's total income is `57.90 Lakhs (Previous Year:

` 79.04 Lakhs) and Loss for the year is ` 14.91 Lakhs (Previous year: Profit ` 11.86Lakhs).

Sharda Benelux BVBA Belgium

Sharda Benelux BVBA is engaged in the business of dealing in agrochemical products inBelgium. For the year ended December 31 2016 there are no revenues and Loss for the yearis ` 1.28 Lakhs (Previous year: ` 1.25 Lakhs).

Sharda Bolivia SRL Bolivia

Sharda Bolivia SRL is engaged in the business of dealing in agrochemical products inBolivia. For the year ended March 31 2017 the Company's total income is NIL (Previousyear: ` 93.67 Lakhs) and Loss for the year is ` 5.37 Lakhs (Previous year: Profit

` 22.87 Lakhs).

Sharda Colombia S.A.S. Colombia

Sharda Colombia S.A.S. is engaged in the business of distribution of agrochemicalproducts in Colombia and abroad. For the year ended March 31 2017 the Company's totalincome is ` 1152.67 Lakhs (Previous year: ` 1267.22 Lakhs) and Profit for the year is `132.91 Lakhs (Previous year: ` 407.75 Lakhs).

Sharda De Mexico S. De Rl De CV Mexico

Sharda De Mexico S. De Rl De CV is engaged in the business of distribution ofagrochemical products in Mexico and abroad. For the year ended March 31 2017 theCompany's total income is ` 4331.21 Lakhs (Previous year: ` 8001.28 Lakhs) and Profitfor the year of ` 270.39 Lakhs (Previous year: ` 829.98 Lakhs).

Sharda Europe BVBA Belgium

Sharda Europe BVBA is engaged in the business of dealing in agrochemical products inBelgium. For the year ended March 31 2017 the Company's total income is Nil (PreviousYear: ` 2.60 Lakhs) and Loss for the year is ` 1.11 Lakhs (Previous year: Profit ` 0.85Lakhs).

Sharda International Africa (Pty) Limited South Africa

Sharda International Africa (Pty) Limited is engaged in the business of dealing inagrochemical products in South Africa. For the year ended March 31 2017 the Company'stotal income is ` 475.09 Lakhs (Previous year: NIL) and Loss for the year is ` 0.83 Lakhs(Previous year: NIL).

Sharda Malaysia SDN BHD Malaysia

Sharda Malaysia SDN BHD is engaged in the business of dealing in agrochemical productsin Malaysia. For the year ended March 31 2017 the Company's total income is ` 0.86 Lakhs(Previous Year: ` 1.03 Lakhs) and Loss for the year is ` 0.30 Lakhs (Previous year: Profit` 0.10 Lakhs).

Sharda Uruguay S.A. Uruguay

Sharda Uruguay S.A. is engaged in the business of dealing in agrochemical products inUruguay. For the year ended March 31 2017 the Company's total income is ` 0.52 Lakhs(Previous Year: Nil) and Profit for the year is ` 0.14 Lakhs (Previous year: Loss ` 0.81Lakhs).

Sharpar S.A. Paraguay

Sharpar S.A. is engaged in the business of dealing in agrochemical products inParaguay. For the year ended December 31 2016 the Company's total income is ` 12.15Lakhs (Previous Year: ` 18.01 Lakhs) and Loss for the year is ` 0.21 Lakhs (Previous year:NIL).

Siddhivinayak International Limited U.A.E.

Siddhivinayak International Limited is engaged in the business of trading andinvestments in U.A.E. and abroad. For the year ended March 31 2017 there are no revenuesand Loss for the year is ` 4.22 Lakhs (Previous year: ` 4.96 Lakhs).

Associate Companies

Sharda Private (Thailand) Limited Thailand

Sharda Private (Thailand) Limited is engaged in the business of dealing in agrochemicalproducts in Thailand. For the year ended March 31 2017 the Company's total income is `0.02 Lakhs (Previous Year: ` 0.02 Lakhs) and Loss for the year is ` 1.23 Lakhs (Previousyear: ` 0.80 Lakhs).

A statement containing the salient features of the financial position of the subsidiarycompanies in Form AOC.1 is annexed as Annexure 1.

MATERIAL SUBSIDIARY

The Company does not have any Material Indian Subsidiary as per the parameters laiddown by the Companies Act 2013.

RELATED PARTY TRANSACTIONS

All Related Party Transactions entered into during the Financial Year were on arm'slength basis and were in the ordinary course of business. There are no materiallysignificant Related Party Transactions made by the Company with Promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee. The policy onRelated Party Transactions as approved by the Board is uploaded on the Company's websiteviz. www.shardacropchem. com/investor-relation.html

Since all the Related Party Transactions entered into by the Company are in theordinary course of business and on arm's length basis Form AOC-2 is not applicable to theCompany. None of the Directors has any pecuniary relationship or transactions vis-a-visthe Company.

DIRECTORS

As on March 31 2017 the Company has Nine (9) Directors consisting of Five (5)Independent Directors Three (3) Executive Directors and Chairman & Managing Director.

Appointment/Resignations from the Board of Directors

In terms of Section 149 152 read with Schedule IV and all other applicable provisionsof the Companies Act 2013 and The

Companies (Appointment and Qualification of Directors) Rules 2014 (including anystatutory modifications or re-enactment thereof for the time being in force) theIndependent Directors are appointed for a term of five years and are not liable to retireby rotation.

The Company has received declarations from the Independent Directors confirming thatthe meet with the criteria of independence as prescribed under Section 149(6) of theCompanies Act 2013 and under Regulation 16(b) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 (hereinafter referred to as "SEBIRegulations").

Woman Director

In terms of the provisions of Section 149 of the Companies Act 2013 and Regulation 17of the SEBI Regulations a Company shall have atleast one Woman Director on the Board ofthe Company. Your Company's Board is represented by two Woman Directors' Mrs. Sharda R.Bubna and Mrs. Urvashi Saxena.

Directors Retiring by Rotation

In accordance with the provisions of section 152 of the Companies Act 2013 andArticles of Association of the Company Mrs. Sharda R. Bubna (DIN: 00136760) ExecutiveDirector of the Company retire by rotation at the forthcoming Annual General Meeting ofthe Company and being eligible offers herself for re-appointment.

The information of Directors seeking appointment/re-appointment as required pursuant toRegulation 36(3) of the SEBI Regulations is provided in the notice covering the AnnualGeneral Meeting of the Company.

Appointment/Resignation of the Key Managerial Personnel

There has been no change in the Key Managerial Personnel during the year.

Number of Meetings of the Board

Regular meetings of the Board are held to discuss and decide on various businesspolicies strategies and other businesses. Due to business exigencies certain businessdecisions are taken by the Board through circulation from time to time.

The Board met five times during the FY 2016-17 viz May 25 2016 August 04 2016November 04 2016 January 30 2017 and March 21 2017.

Detailed information on the meetings of the Board are included in the report onCorporate Governance which forms part of this Annual Report.

COMMITTEES OF THE BOARD

Your Company has several committees which have been established as a part of the bestcorporate governance practices and are in compliance with the requirements of the relevantprovisions of laws and statutes applicable to the Company.

The Company has following Committees namely:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders' Relationship Committee;

4. Corporate Social Responsibility Committee.

The details with respect to the composition powers roles terms of reference etc. ofthe aforesaid committees are given in details in the "Report on CorporateGovernance" of the Company which forms part of the Annual Report.

PERFORMANCE EVALUATION OF THE BOARD

In compliance with the provisions of the Companies Act 2013 and Regulation 25(4)(a) ofthe SEBI Regulation annual performance evaluation of the Board and its Directorsindividually was carried out. Various parameters such as the Board's functioningcomposition of its Board and Committees execution and performance of specific dutiesobligations and governance were considered for evaluation.

The performance evaluation of the Board as a whole was carried out by the IndependentDirectors. The performance evaluation of each Independent Director was also carried out bythe Board.

The Board of Directors expressed their satisfaction with the evaluation process.

FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

Pursuant to the SEBI regulations the Company has worked out a Familiarizationprogramme for the Independent Directors with a view to familiarize them with their rolerights and responsibilities in the Company nature of Industry in which the Companyoperates business model of the Company etc.

Through the Familiarization programme the Company apprises the independent directorsabout the business model corporate strategy business plans and operations of theCompany. Directors are also informed about the financial performance annual budgetsinternal control system statutory compliances etc. They are also familiarized withCompany's vision core values ethics and corporate governance practices.

Details of Familiarization programme of Independent Directors with the Company areavailable on the website of the Company www. shardacropchem.com/investor-relation.html

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year the CSR expenditure incurred by the Company was

` 36945563/-.

The CSR initiatives taken up by the Company are in the areas of promoting educationeradicating hunger empowerment of women animal welfare promotion of Olympic sports andrural development projects. These projects are in accordance with the activities includedin Schedule VII of the Companies Act 2013 and the Company's CSR Policy. The Annual Reporton CSR activities forms a part of this Report as Annexure - 2

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an internal control system. All these controls were operatingeffectively during the year.

The Company has adequate internal financial controls. During the year such controlswere tested to find out any weaknesses in them. Services of professional consultants wereobtained to remove such weaknesses and ensure robust internal financial controls and toensure that these controls are operating effectively.

The Company is complying with all the applicable Accounting Standards. The accountingrecords are maintained in accordance with generally accepted accounting principles inIndia. This ensures that the financial statements reflect true and fair financial positionof the Company.

RISK MANAGEMENT POLICY

The Company has adopted a Risk Management Policy wherein all material risks faced bythe Company are identified and assessed. The Risk Management framework defines the riskmanagement approach of the Company and includes collective identification of risksimpacting the Company's business and documents their process of identification mitigationand optimization of such risks. The Policy is uploaded on the website of the Company viz.:www. shardacropchem.com/investor-relation.html

REMUNERATION POLICY

The Company's Remuneration Policy has been disclosed in the Report on CorporateGovernance which forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34(e) of the SEBI Regulations is presented as a separate section formingpart of this Annual Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy to report genuine concerns orgrievances and to deal with instances of fraud and mismanagement. The Whistleblower Policyhas been posted on the Company's website at www.shardacropchem.com/investor-relation. html

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTIONPROHIBITOON AND REDRESSAL) ACT 2013

The Company has in place a policy for Prevention of Sexual Harassment in line with therequirements of The Sexual Harassment of Women at the Workplace (Preservation Prohibition& Redressal) Act 2013. Complaints Committee has been set up to redress complaintsreceived regarding sexual harassment. All employees are covered under this policy. ThisPolicy has been uploaded on the website of the Company. The Company has not received anycomplaint of sexual harassment during the Financial Year 2016-2017.

AUDITORS

a) Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act 2013 read with TheCompanies (Audit and Auditors) Rules 2014 M/s. S R B C & CO LLP (Firm No. 324982E/E300003) Chartered Accountants were appointed as the Statutory Auditor of the Company tohold office from the Conclusion of the Twelfth Annual General Meeting until the conclusionof the Fifteenth Annual General Meeting of the Company subject to ratification of theirappointment at every Annual General Meeting.

The Statutory Auditor has given an un-modified audit report for the Financial Yearended March 31 2017.

b) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhad appointed M/s. C. J. Goswami & Associates a firm of Company Secretaries inPractice to conduct the Secretarial Audit of the Company for the Financial Year 2016-17.The Secretarial Audit Report is annexed to this report as Annexure – 3.

CORPORATE GOVERNANCE

Your Company is committed to achieve the highest standards of Corporate Governance andadheres to the Corporate Governance requirements set by the Regulators.

A separate section on Corporate Governance practices followed by the Company asstipulated under Regulation 43(3) and Schedule V of the SEBI Regulations together with acertificate from M/s. C. J. Goswami & Associates a firm of Company Secretaries inPractice confirming Compliance to the conditions as stated in Regulation 34(3) of theSEBI Regulations forms part of this Annual Report.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 and the Rules made thereunder are given in the notes toFinancial Statements.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company prepared in accordance with theIndian GAAP applicable Accounting Standards notified under Section 133 of the CompaniesAct 2013 and The Companies (Accounts) Rules 2014 form part of this Annual Report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of Annual Return in Form MGT-9 as requiredunder Section 92 of Companies Act 2013 forms an integral part of this Report as Annexure– 4.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant material orders have been passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company and its futureoperations.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) of the Companies Act 2013 readwith Rule 5(1) and 5(2) of The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 in respect of employees of the Company are given in Annexures 5 and6 hereunder and forms part of this report.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanation obtained by them the Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:

(a) That in preparation of the Annual Financial Statements for the year ended March 312017; the applicable accounting standards have been followed alongwith proper explanationrelating to material departures if any.

(b) That such accounting policies as mentioned in the notes to the Financial Statementshave been selected and applied consistently and judgements and estimates have been madethat are reasonable and prudent so as to give true and fair view of the Statement ofAffairs of the Company as at March 31 2017 and of the Profit of the Company for the yearended on that date.

(c) That proper and sufficient care has been taken for maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.

(d) That the Annual Financial Statements have been prepared on a going concern basis.

(e) That proper Internal Financial Controls were in place and that the FinancialControls were adequate and were operating effectively.

(f) That systems to ensure compliance with the provisions of all applicable laws werein place and were adequate and operating effectively.

STATUTORY DISCLOSURES

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo pursuant to Section 134(3)(m) of the Companies Act 2013 read with theRule 8(3) of The Companies (Accounts) Rules 2014 is as follows:

A. Conservation of Energy Technology Absorption

The provisions of Section 134(1)(m) read with Rule 8(3) of The Companies (Accounts)Rules 2014 are not applicable to the Company.

B. Foreign Exchange Earnings and Outgo

The foreign exchange earnings and outgo during the year together with comparablefigures of the previous year are as stated below:

(` in Lakhs)
Year ended Year ended
Particulars
31-Mar-17 31-Mar-16
Foreign Exchange Earnings 121071.49 99424.98
Foreign Exchange Outgo 102986.83 78568.51

LISTING OF THE COMPANY'S EQUITY SHARES

The equity shares of your Company are listed on The BSE Ltd. and The National StockExchange of India Ltd. There is no default in paying annual listing fees.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express deep and sincere gratitude to all thestakeholders of the Company for their confidence and patronage.

Your Directors wish to place on record their appreciation for the support andcontribution made by the employees at all levels and also wish to thank all its customersdealers agents suppliers investors and bankers for their continued support and faithreposed in your Company.

For Sharda Cropchem Limited
Ramprakash V. Bubna
Date : May 22 2017 Chairman & Managing Director
Place : Mumbai (DIN: 00136568)