SHREE HARI CHEMICALS EXPORT LIMITED
The Directors have pleasure in presenting the Thirty-Fourth Annual Report together withthe Audited Financial Statements of the Company for the financial year ended on March312021.
The summary of financial performance of the Company for the year under review is givenbelow:
(Rs in Lakhs)
|Particulars ||2020-2021 ||2019-2020 |
|Revenue from Operations ||5615.96 ||5710.03 |
|Other Income ||76.91 ||81.73 |
|Profit/ (Loss) Before Depreciation & Tax ||282.80 ||21.20 |
|Less: Depreciation ||159.66 ||214.65 |
|Profit/(Loss) Before Tax ||123.14 ||(193.45) |
|Less: Provision for Taxation || || |
|Current Tax ||-1 ||- |
|Deferred Tax ||38.65 ||(33.03) |
|Short/Excess provision of Income Tax ||-1 ||- |
|Profit/(Loss) After Tax ||84.49 ||(160.42) |
|Other Comprehensive Income ||1.28 ||(4.73) |
|Total Comprehensive Income for the Year ||85.77 ||(165.15) |
OPERATIONS/ STATE OF COMPANY'S AFFAIRS
During the year under review sales were Rs 5615.96 Lakhs as against Rs 5710.03Lakhs during the corresponding previous year resulting in a profit of Rs 85.77Lakhs as against loss of Rs 165.15 Lakhs for the previous year.
TRANSFER TO GENERAL RESERVES
There was no transfer of amount to General Reserve.
Your directors do not recommend any dividend on the equity shares of the Company forthe FY 2020-21.
IMPACT OF COVID-19
The outbreak of COVID-19 pandemic has affected the performance of the Companythroughout the year.
The Operations of business of the Company were also affected due to the Lockdownannounced by the Government of India to control the spread of Corona virus. The Company'sOperations were affected earlier and now have been functional as per the Guidelines issuedby Central and State Government from time to time.
The Company has taken all necessary steps to overcome the challenges and minimize theimpact on the revenue of the Company.
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 FY dated March 312021and the date of the report.
NUMBER OF MEETINGS OF BOARD OF DIRECTORS
7(Seven) 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
Appointment and Cessation:
Shri Sanjay Kedia (DIN:08556924) Director of the Company retires at the ensuingAnnual General Meeting and being eligible offers himself for re-appointment.
Shri Kishor Kharat (DIN: 07266945) was appointed as an Additional Director of theCompany with effect from January 28 2021. He holds office upto the date of ensuing AGM.He was also appointed as Independent Director of the Company for a period of five yearswith effect from January 28 2021. The resolution seeking approval of the members for hisappointment has been incorporated in the notice of the ensuing AGM.
Shri Bankesh Chandra Agrawal (DIN: 00121080) was appointed as Chairman & ManagingDirector of the Company for a period of three years with effect from November 11 2020subject to the approval by members at the general meeting. His appointment andremuneration was approved at the 33rd AGM of the Company held on December 302020.
Shri Sarthak Agarwal (DIN: 03613314) and Shri Nihit Agarwal (DIN: 07586882) wereappointed as Additional Directors of the Company with effect from October 29 2020. Theywere also appointed as Whole Time Directors of the Company for a period of three yearswith effect from November 11 2020 subject to the approval by members at the generalmeeting. Their appointment and remuneration was approved at the 33rd AGM of theCompany held on December 30 2020.
Shri Parag Agrawal (DIN: 07140561) was appointed as an Additional Director of theCompany with effect from October 29 2020. He was also appointed as Independent Directorof the Company for a period of five years with effect from October 29 2020 subject tothe approval by members at the general meeting. His appointment was approved by themembers at the 33rd AGM of the Company held on December 30 2020.
The Board of Directors of the Company noted the resignation of Shri Anup Ramuka(Managing Director) Shri Arvind Chirania (Independent Director) and Shri Vinit Kedia(Independent Director) with effect from October 29 2020. The Board of Directors places onrecord their sincere appreciation for the contributions made by Shri Anup Ramuka ShriArvind Chirania and Shri Vinit Kedia during their tenure in the Company.
Key Managerial Personnel (KMP'):
In terms of the provisions of Sections 2(51) and 203 of the Act the following are theKMPs of the Company:
Shri Bankesh Chandra Agrawal Chairman & Managing Director
Shri Sarthak Agarwal Whole Time Director
Shri Nihit Agarwal Whole Time Director
Shri Sanjay Kedia Whole Time Director & CFO
Ms. Urvashi Pandya Company Secretary & Compliance Officer
DECLARATIONS FROM INDEPENDENT DIRECTORS
Pursuant to the provisions of Section 149 of the Act the independent directors havesubmitted declarations that each of them meet the criteria of independence as provided inSection 149(6) of the Companies Act 2013 ("the Act") along with Rules framedthereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations"). There has been no change in the circumstances affecting their statusas independent directors of the Company.
In terms of Regulation 25(8) of SEBI Listing Regulations independent directors haveconfirmed that they are not aware of any circumstance or situation which exists or may bereasonably anticipated that could impair or impact their ability to discharge theirduties.
In the opinion of the Board the independent directors possess appropriate balance ofskills 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. The policy is placed on website of the Company weblink: http://www.shreeharichemicals.in/policies.aspx
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND CRITERIA FOR INDEPENDENTDIRECTORS
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 web link is http://www.shreeharichemicals.in/policies.aspx .There has been no change in the policies sincethe last fiscal year. We affirm that the remuneration paid to the directors is as per theterms 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 FY and of the profit of theCompany 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 FY 2020-21.
The internal auditor also regularly reviews the adequacy of internal financial controlsystem.
DETAILS OF SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES
The Company does not have any subsidiaries/ joint ventures/ associates.
Pursuant to the provisions of Section 134(3)(a) and Section 92 of the Act read withRule 12 of the Companies (Management and Administration) Rules 2014 Annual Return of theCompany as at March 31 2021 is uploaded on the website of the Company at http://www.shreeharichemicals.in/annualreturn.aspx
As per the provisions of Section 139 of the Act read with the Companies (Audit andAuditors) Rules 2014 M/s. G. D. Singhvi & Co. Chartered Accountants were appointedas Statutory Auditors of the Company for a period of five years from the conclusion of theThirtieth AGM to the conclusion of the Thirty-Fifth AGM to be held in 2022 subject toratification by shareholders at each AGM. However in terms of the Notification issued bythe Ministry of Corporate Affairs dated May 7 2018 the proviso requiring ratification ofthe Auditors appointment by the shareholders at each AGM has been omitted. Accordinglythe ratification of appointment of Statutory Auditors would not be required at the AGM.
The Statutory Auditors have confirmed that they are not disqualified to act as Auditorsand are eligible to hold office as Statutory Auditors of the Company for the FY 2021-22.
The maintenance of cost records as specified by the Central Government undersub-section (1) of section 148 of the Companies Act 2013 is required by the Company andaccordingly such accounts and records are made and maintained. The Board of Directors haveappointed M/s. V. B. Modi & Associates Cost Accountants as Cost Auditors for the FY2021-22. In accordance with the requirement of the Central Government and pursuant toSection 148 of the Act your Company carries out an annual audit of cost accounts of theCompany.
Pursuant to the provisions of Section 204 and other applicable provisions if any ofthe Companies Act 2013 M/s. Parikh & Associates Practicing Company Secretaries wereappointed as the Secretarial Auditors for auditing the secretarial records of the Companyfor the FY 2020-2021.
The Secretarial Auditors' Report is annexed as Annexure I.
The Company has devised proper systems to ensure compliance with the provisions of allapplicable secretarial standards issued by the Institute of Company Secretaries of Indiaand that such systems are adequate and operating effectively.
AUDITORS' REPORT AND SECRETARIAL AUDITORS' REPORT
The Statutory Auditors' report and Secretarial Auditor's report does not contain anyqualifications reservations or adverse remarks. The information provided by theSecretarial Auditor in their report is self explanatory. During the year under reviewthere were no instances of fraud reported by the auditors under Section 143(12) of theCompanies Act 2013 to the Audit Committee or the Board of Directors.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
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 has started setting up solar power plants as alternate andnatural source of energy.
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: NIL
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 : NotApplicable
d. Expenditure incurred on Research and Development: NIL
3. Foreign exchange earnings and Outgo :
(Rs in Lakhs)
|Foreign exchange earnings and outgo ||2020-21 |
|a. Foreign exchange earnings ||31.39 |
|b. Foreign exchange outgo ||Nil |
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 II.
DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from public during the year.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORY/ JUDICIAL AUTHORITIES
There are no significant or material orders passed by any regulator or judicialauthorities that would impact the going concern status of the Company and its futureoperations.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
The Company had not given any loans or guarantees or made investments pursuant to theprovisions of Section 186 of the Companies Act 2013 during the FY 2020-21.
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 brief outline of the corporate social responsibility (CSR) policy of the Companyand the initiatives undertaken by the Company on CSR activities during the year are setout in Annexure III of this report in the format prescribed in the Companies (CorporateSocial Responsibility Policy) Rules 2014. For other details regarding the CSR Committeeplease refer to the Corporate Governance Report which is a part of this report. Thepolicy is available on http://www.shreeharichemicals.in/ policies.aspx
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 IV.
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. Performance No. 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 of 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 complied with provisions relating to the constitution of InternalComplaints Committee and has in place an Anti-Sexual Harassment Policy in line with therequirements of The Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. All employees (permanent contractual temporary trainees) arecovered under this policy.
The Company has not received any complaint of sexual harassment during the FY 2020-21.
The Company has paid the listing fees to BSE Limited for the FY 2021-2022.
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) Regulation 2015 and isavailable on our website. The web link is http://www.shreeharichemicals.in/policies.aspx
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS
As per SEBI Listing Regulations the Corporate Governance Report with Auditor'sCertificate thereon and the Management Discussion and Analysis Report forms part of thisAnnual Report.
Your Directors take this opportunity to thank the employees customers vendorsinvestors of the Company and the communities in which the Company operates for theirunstinted co-operation and valuable support extended during the year. Your Directors alsothank the Government of India Government of various States in India and governmentdepartments / agencies concerned for their co-operation.
| ||For and on behalf of the Board |
|Place: Mumbai ||BANKESH CHANDRA AGRAWAL |
|Date: May 31 2021 ||Chairman & Managing Director |
| ||DIN:00121080 |