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Sharda Cropchem Ltd.

BSE: 538666 Sector: Agri and agri inputs
NSE: SHARDACROP ISIN Code: INE221J01015
BSE 00:00 | 03 Dec 311.80 0.05
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312.90

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316.60

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311.15

NSE 00:00 | 03 Dec 312.55 1.10
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OPEN 312.90
PREVIOUS CLOSE 311.75
VOLUME 3845
52-Week high 387.05
52-Week low 230.75
P/E 11.34
Mkt Cap.(Rs cr) 2,813
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 312.90
CLOSE 311.75
VOLUME 3845
52-Week high 387.05
52-Week low 230.75
P/E 11.34
Mkt Cap.(Rs cr) 2,813
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 financialstatements (Standalone & Consolidated) for the year ended March 31 2021.

FINANCIAL PERFORMANCE:

(Rs in Lakhs)

Particulars Standalone Consolidated
FY 2021 FY 2020 FY 2021 FY 2020
Revenue from operations (net) 203261.95 161606.55 239560.77 200301.82
Other income 8092.02 13032.14 4593.56 4311.27
Total Income 211353.97 174638.69 244154.33 204613.09
Expenses excluding interest depreciation and amortisation expenses 165647.41 139873.67 195887.67 172222.16
Earnings before interest tax depreciation and amortization (EBITDA) 45706.56 34765.02 48266.66 32390.93
Depreciation and amortization expenses 17039.34 13707.89 17044.00 13712.28
Finance Cost 199.00 176.69 277.21 191.72
Profit before tax (PBT) 28468.22 20880.44 30945.45 18486.93
Tax Expense 7488.88 1691.91 8023.68 2017.76
Net Profit for the year 20979.34 19188.53 22921.77 16469.17
Other Comprehensive Income 6.10 (2.76) 37.64 835.36
Total Comprehensive Income 20985.44 19185.77 22959.41 17304.53

OPERATIONAL PERFORMANCE & FUTURE OUTLOOK:

Your Company achieved an all-time high in terms of performance of operating revenuesand profitability despite of many challenges in pandemic situation. The Company'sconsolidated revenue from operations increased by 19.60% to Rs 239560.77 Lakhs in FY2021. This was possible on account of strong growth in Europe NAFTA & LATAM regionsdue to growth in existing business and new business driven by new registrations. YourCompany has 2543 product registrations as at March 31 2021.

In FY 2021 Gross margins were higher by 23.64 % and EBITDA margins were higher by49.01 %. Depreciation and amortisation expense were higher due to high capital expenditureon intangible assets. PAT increased by 39.18% from last year. The Company declared aConsolidated PAT of Rs 22921.77 Lakhs.

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 lies in obtaining early productregistrations due to the high entry barrier for new entrants.

CHANGE IN NATURE OF BUSINESS:

There is no change in the business activity of the Company. The Company continue tofocus on agrochemicals & non-agrichemical business.

MATERIAL CHANGES OR COMMITMENTS:

There are no material changes or commitments that took place after the closure of FY2020-21 till date which will have any material or significant impact on the financials ofthe Company.

TRANSFER TO RESERVE:

We do not propose to transfer any amount to general reserve on declaration of finaldividend. The closing balance of the retained earnings of the company for FY-2021 afterall appropriation was Rs 141245.86 lakhs.

DIVIDEND:

During the year the Board of Directors declared an Interim Dividend of Rs 2.00 pershare in their meeting dated 28th October 2020 on the paid-up equityshares of the Company. The Directors have recommended a final dividend of Rs 3.00 pershare on the paid-up equity shares of the Company for the

Financial Year ended March 31 2021 which if approved at the ensuing Annual GeneralMeeting of the Company will be paid to all those equity shareholders of the Company whosenames appear in the register of members as on the record date.

The aggregate gross amount of Interim Dividend Distributed is Rs 1804.41 Lakhs subjectto TDS as applicable.

The final dividend on equity shares if approved by the members would involve a cashoutflow of Rs 2706.61 Lakhs subject to TDS as applicable. The total dividend on equityshares for FY 20-21 amounts to Rs 5.00 per share and would involve a total cash outflow ofRs 4511.02 Lakhs subject to TDS as applicable.

DIVIDEND DISTRIBUTIION POLICY:

The Dividend Distribution Policy in terms of Regulation 43A of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 ("LODR") is availableon the website of the Company viz.: http://www.shardacropchem.com/policy.html

SHARE CAPITAL:

The paid up equity share capital of the Company as on March 31 2021 was Rs 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 buy-back nor sweat equity shares and does not have any scheme to fundits employees to purchase the shares of the Company.

Further during the year under review Mrs. Sharda R. Bubna acquired 29615 shares ofthe Company. None of the other promoters acquired / sold any 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:

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 2021 the Company's total income isRs 989.86 Lakhs (Previous year: Rs 948.91 Lakhs) and Profit for the year is Rs 81.52(Previous year: Rs 33.97 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 2021 the Company's totalincome is Rs 6.01 lakhs (Previous year: NIL) and Profit for the year is Rs 3.11Lakhs (Previous Year: Loss Rs 0.45 Lakhs).

Sharda Agrochem Dooel Skopje Macedonia

Sharda Agrochem Dooel Skopje is engaged in the business of dealing in agrochemicalproducts in Mecedonia. For the year ended December 31 2020 the Company's total income isNil (Previous Year: NIL) and Loss for the year is Rs 0.10 Lakhs (Previous Year: Rs 0.09Lakhs).

Sharda Balkan Agrochemicals Limited Greece

Sharda Balkan Agrochemicals Limited is engaged in the business of dealing inagrochemical products in Greece. For the year ended December 31 2020 the Company's totalincome is Rs 12.73 Lakhs (Previous Year: Rs 9.86 Lakhs) and Profit for the year is Rs 0.23(Previous Year: Loss Rs 0.43 Lakhs).

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 2021 the Company's totalincome is Rs 16607.46 Lakhs (Previous year: Rs 10756.96 Lakhs) and Profit for the yearis Rs 297.30 Lakhs (Previous year: Rs 41.92 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. For the year ended December 31 2020 the Company's total income isRs 0.47 lakhs (Previous Year: Nil) and Profit for the year is Rs 0.28 Lakhs (PreviousYear: Loss Rs 0.28 Lakhs).

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 2020 Company's total income is Rs32.46 Lakhs (Previous Year: Rs 27.15 Lakhs) and Profit for the year is NIL (Previous year:Rs NIL).

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 312020 the Company's total income is Rs 35.78 Lakhs (Previous Year: Rs 16.06 Lakhs) andLoss for the year is Rs 4.78 Lakhs (Previous year: Profit Rs 2.80 Lakhs).

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 2020 the Company's totalincome is Rs 4.40 Lakhs (Previous Year: Rs 4.43 Lakhs) and Profit for the year is Rs 1.01Lakh (Previous year: NIL).

Sharda Hungary Kft Hungary

Sharda Hungary Kft is engaged in the business of dealing in agrochemical products inHungary and abroad. For the year ended March 31 2021 the Company's total income is Rs13365.53 (Previous year: Rs 6896.16 Lakhs) and Profit for the year is Rs 146.83 Lakhs(Previous year: Rs 149.32 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 2021 the Company's total income is Rs 34070.71Lakhs (Previous year: Rs 32856.29 Lakhs) and Profit for the year is Rs 5728.63 Lakhs(Previous year: Rs 5378.30 Lakhs).

Sharda Italia SRL Italy

Sharda Italia SRL is engaged in the business of dealing in agrochemical products inItaly. For the year ended March 31 2021 the Company's total income is Rs 6879.64 Lakhs(Previous Year: Rs 5098.95 Lakhs) and Profit for the year is Rs 345.46 Lakhs (Previousyear: Rs 322.84 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 2020 the Company's total income is Rs 38.33 Lakhs(Previous Year: Rs 21.94 Lakhs) and Profit for the year is Rs 9.13 Lakhs (Previous year:Loss Rs 6.93 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 2021 the Company's totalincome is Rs 5876.79 Lakhs (Previous year: Rs 8228.98 Lakhs) and Profit for the year isRs 187.32 Lakhs (Previous year: Rs 29.05 Lakhs).

Sharda Polska SP. ZO.O. Poland

Sharda Polska SP. ZO.O. is engaged in the business of dealing in agrochemical productsin Poland. For the year ended December 31 2020 the Company's total income is Rs 29.37Lakhs (Previous Year: Nil) and Profit for the year is Rs 19.11 Lakhs (Previous year: LossRs 10.56 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 2020 the Company's total income is Nil (PreviousYear: NIL) and Loss for the year is Rs 0.16 Lakhs (Previous year: Rs 0.24 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 2020 the Company's total income is Rs 12.44Lakhs (Previous Year: Rs 3.55 Lakhs) and Loss for the year is Rs 0.08 Lakhs (Previousyear: was Rs 0.16 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 2020 the Company's total income is NIL (PreviousYear: NIL) and Loss for the year is Rs 0.75 Lakhs (Previous year: NIL)

Sharda Ukraine LLC Ukraine

Sharda Ukraine LLC is engaged in the business of dealing in agrochemical products inUkraine. For the year ended December 31 2020 the Company's total income is Rs 10.8 Lakhs(Previous Year: Rs 8.44 Lakhs) and Profit for the year is Rs 0.01 Lakhs (Previous year: Rs0.18 Lakhs).

Sharda USA LLC USA

Sharda USA LLC is engaged in the business of dealing in agrochemical products in USA.For the year ended December 31 2020 the Company's total income is Rs 2.01 Lakhs(Previous Year: NIL ) and Profit for the year is Rs 2.01 Lakhs (Previous year: NIL).

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 2020 the Company's total income is Rs 5.10 Lakhs(Previous Year: Rs 3.86 Lakhs) and Profit for the year is Rs 0.38 Lakhs (Previous year:Loss Rs 0.06 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.

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 2021 the Company's total income is Rs562.19 Lakhs (Previous Year: Rs 368.76 Lakhs) and Profit for the year is Rs 15.02 Lakhs(Previous year: Rs 4.43 Lakhs).

Sharda Maroc SARL Morocco

Sharda Maroc SARL is engaged in the business of dealing in agrochemical products inMorocco. During the year there were no operations in the Company.

SUBSIDIARY COMPANIES – INDIRECT

Euroazijski Pesticide 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 2021 the Company's total income is Rs122.14 Lakhs (Previous Year: Rs 51.93 Lakhs) and Profit for the year is Rs 8.52 Lakhs(Previous year: Rs 2.56 Lakhs).

Sharda Benelux BVBA Belgium

Sharda Benelux BVBA is engaged in the business of dealing in agrochemical products inBelgium. For the year ended December 31 2020 the Company's total income is Rs 3.42 Lakhs(Previous Year: NIL) and Profit for the year is Rs 3.03 Lakhs (Previous year: Loss Rs 0.51Lakhs).

Sharda Bolivia SRL Bolivia

Sharda Bolivia SRL is engaged in the business of dealing in agrochemical products inBolivia. For the year ended 31st December 2020 the Company's totalincome is Rs 85.96 Lakhs (Previous Year: 1.16 Lakhs) and Profit for the year is Rs 65.55Lakhs (Previous year Loss: Rs 0.05 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 2021 the Company's totalincome is Rs 952.26 Lakhs (Previous year: Rs 362.06 Lakhs) and Profit for the year is Rs35.04 Lakhs (Previous year: Rs 21.35 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 2021 theCompany's total income is Rs 8640.36 Lakhs (Previous year: Rs 7350.00 Lakhs) and Profitfor the year of Rs 387.61 Lakhs (Previous year: Loss Rs 232.56 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 2021 the Company's total income is Rs 5.21 Lakhs(Previous Year: Rs 2.24 Lakhs) and Profit for the year is Rs 2.71 Lakhs (Previous year: Rs0.15 Lakhs).

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 2021 the Company'stotal income is Rs 1709 Lakhs (Previous year: Rs 1385.47 Lakhs) and Profit for the yearis Rs 19.23 Lakhs (Previous year: Rs 60.57 Lakhs).

Sharda Malaysia SDN BHD Malaysia

Sharda Malaysia SDN BHD is engaged in the business of dealing in agrochemical productsin Malaysia. For the year ended 28 February 2021 the Company's total income is Rs 3.24Lakhs (Previous Year: Rs 1.40) and Profit for the year is Rs 0.96 Lakhs (Previous year: Rs0.012 Lakhs). Company (Sharda Malaysia SDN BHD) has been dissolved/closed during the year.

Sharpar S.A. Paraguay

Sharpar S.A. is engaged in the business of dealing in agrochemical products inParaguay. For the year ended December 31 2020 the Company's total income is Rs 10.73Lakhs (Previous Year: Rs 9.92 Lakhs) and Loss for the year is Rs 0.17 Lakhs (Previousyear: Profit Rs 0.22 Lakhs).

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 2021 the Company's totalincome is Rs 6.17 Lakhs (Previous Year: NIL) and Profit for the year is Rs 3.20 Lakhs(Previous year: Loss Rs 0.70 Lakhs).

Sharda Agrochem Limited United Kingdom

Sharda Agrochem Limited is engaged in the business of dealing in agrochemical productsin United Kingdom. This Company was formed on 11th February 2021. The Companyis yet to start its operations.

Sharda Impex Trading LLC U.A.E

Sharda Impex Tradinc LLC is engaged in the business of dealing in agrochemical productsin UAE and abroad. This Company was formed on 17th March 2021. The Company isyet to start its operations.

MATERIAL SUBSIDIARY

The Company does not have any Material Indian Subsidiary as per the parameters laiddown by the Companies Act 2013. The Policy on Material Subsidiary is uploaded on theCompany's website viz. http://www.shardacropchem.com/policy.html. The Policy was lastupdated on January 22 2020.

RELATED PARTY TRANSACTIONS

All Related Party Transactions entered into during the Financial Year were on an 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. http://www.shardacropchem.com/policy.html. The Policy was last updated on January 222020.

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 2021 the Company has Eight (8) Directors consisting of Four (4)Independent Directors Three (3) Executive Directors and One (1) Chairman & ManagingDirector.

Appointment/Resignations from the Board of Directors

During the year the Company re-appointed Mr. Ashish Bubna (DIN: 00945147) at AnnualGeneral Meeting dated 30th September 2020 as he was retiring byrotation and being eligible offered himself for re-appointment.

The Company has received declarations from the Independent Directors confirming thatthey meet with the criteria of independence as prescribed under Section 149(6) of theCompanies Act 2013 and under Regulation 16(b) and Regulation 25 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 (hereinafter referred to as"SEBI Regulations").

Woman Director

Your Company's Board is represented by two Woman Directors Mrs. Sharda R. Bubna andMs. Sonal Desai.

Directors Retiring by Rotation

In accordance with the provision of Section 152 of the Companies Act 2013 and Articlesof Association of the Company Mrs. Sharda R. Bubna (DIN: 00136760) Executive Director ofthe Company retires by rotation at the ensuing Annual General Meeting of the Company andbeing eligible offers herself for re-appointment.

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

None of the Directors on the Board of the Company has been debarred or disqualifiedfrom being appointed or continuing as directors of Companies by the Securities andExchange Board of India Ministry of Corporate Affairs or any such statutory authority.

Appointment/Resignation of the Key Managerial Personnel

During the year Mr. Abhinav Agarwal resigned as Chief Financial Officer (CFO) of theCompany w.e.f 9th January 2021. The Board on the recommendation of theNomination & Remuneration Committee appointed Mr. Ashok Vashisht as Chief FinancialOfficer (CFO) of the Company w.e.f 27th January 2021.

In terms of Section 2(51) and Section 203 of the Companies Act the following are theKMPs of the Company as on 31st March 2021:

Mr. Ramprakash V. Bubna Chairman & Managing Director Mrs. Sharda R. BubnaWhole-time Director

Mr. Ashish R. Bubna Whole-time Director Mr. Manish R. Bubna Whole-time Director Mr.Ashok Vashisht Chief Financial Officer

Mr. Jetkin Gudhka Company Secretary & Compliance Officer

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 Four times during the FY 2020-21 viz 24th June 202013th August 2020 28th October 2020 and 25th January2021.

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.

5. Risk Management 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.

There are no observations which are carried by any of the director on evaluation ofBoard. Further in the view of previous year's observation company has taken various stepsas suggested by the directors.

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 http://www.shardacropchem.com/announcement.html

CORPORATE SOCIAL RESPONSIBILITY (CSR):

As required by Section 135 of the Companies Act 2013 the Company is required to spendRs 58014736/- towards CSR activities out of which during the year the Company hasspent Rs 64467684/- towards CSR activities. The Company had spent more than the amountwhich is required to pay.

The CSR initiatives taken up by the Company are in the areas of promoting educationmedical relief eradicating hunger empowerment of women animal welfare promotion ofOlympic sports and rural development projects. These projects are in accordance with theactivities included in Schedule VII of the Companies Act 2013 and the Company's CSRPolicy. The Annual Report on 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 Indian Accounting Standards (Ind AS).The accounting records are maintained in accordance with generally accepted accountingprinciples in India. This ensures that the financial statements reflect true and fairfinancial position of 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.:http://www.shardacropchem. com/policy.html.

NOMINATION & 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 AND BUSINESS RESPONSIBILITY:

The Management Discussion and Analysis Report & the Business Responsibility Reportfor the year under review as stipulated under SEBI Regulations forms part of the AnnualReport.

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 Whistle blowerPolicy has been posted on the Company's website at http://www.shardacropchem.com/policy.html. The Policy was last updated on January 22 2020.

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 athttp://www.shardacropchem.com/policy.html. The Policy was last updated on January 222020. The Company has not received any complaint of sexual harassment during the FinancialYear 2020-2021.

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. B S R & Associates (Firm No.116231W/W-100024) Chartered Accountants were appointed as the Statutory Auditor of theCompany to hold office from the Conclusion of the 15th Annual General Meetinguntil the conclusion of the 20th Annual General Meeting of the Company.

The Statutory Auditor have submitted a certificate stating that their appointment is inaccordance with Section 139 read with Section 141 of the Companies Act.

The Audit Report forms a part of the Annual Report and the report does not contain anyqualification reservation adverse remark or disclaimer.

b) Internal Auditor:

Pursuant to the provisions of Section 138 of the Companies Act and the Companies(Accounts) Rules 2014 on the recommendation of the Audit Committee M/s. Bathiya &Associates LLP were appointed by the Board of Directors to conduct internal audit reviewsof the Company.

c) 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. KJB & CO LLP a firm of Company Secretaries in Practice to conductthe Secretarial Audit of the Company for the Financial Year 2020-21. The Secretarial AuditReport is annexed to this report as Annexure – 3.

Reply to the qualification in Secretarial Report:

While informing the Stock Exchange on October 19 2020 that Board Meeting will be heldon October 28 2020 we Inadvertently missed to communicate that the Board will alsoconsider distribution of Interim Dividend if any.

Later on we informed the Stock Exchange about the same on October 27 2020.

This was considered as non – compliance by SE under Regulation 29(2) / 29(3) ofSEBI (LODR) Regulations 2015 and they have imposed a fine of Rs 10000/- each and thesame was paid to BSE Limited & NSE Limited respectively.

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 sectionon Corporate Governance practices followed by the Company as stipulated under Regulation43(3) and Schedule V of the SEBI Regulations together with a certificate from M/s. KJB& CO LLP a firm of Company Secretaries in Practice confirming Compliance to theconditions as stated in Regulation 34(3) of the SEBI Regulations forms part of this AnnualReport.

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 Accounting Standards ("Ind AS") applicable Accounting Standards notifiedunder Section 133 of the Companies Act 2013 and the Companies (Accounts) Rules 2014 asamended from time to time forms part of this Annual Report.

EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92 and 134(3) of the Companies Act and Rule 12 of the Companies(Management and Administration) Rules 2014 the extract of Annual Return in Form MGT-9 isattached as Annexure - 4.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

No significant and material orders have been passed by the Regulators or Courts orTribunals which will 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 Annexure -5 and Annexure - 6 hereunder and forms part of this report.

DIRECTORS RESPONSIBILITY STATEMENT:

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the Internal Statutory andSecretarial Auditors including audit of the internal financial controls over financialreporting by the Statutory Auditors and the reviews performed by the Management and therelevant Board Committees including the Audit Committee the Board if of the opinion thatthe Company's internal financial controls were adequate and effective during FY 2020-2021.

Accordingly pursuant to Section 134(3)(c) and 134(5) of the Companies Act the Boardof Directors to the best of their knowledge and ability confirm that:

a. In the preparation of the Annual Accounts the applicable accounting standards havebeen followed and that there are no material departures;

b. They have selected such accounting policies and applied them consistently and madejudgements and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for that period;

c. They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d. They have prepared the annual accounts on a going concern basis;

e. They have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and are operating effectively;

f. They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

STATUTORY DISCLOSURES:

1) Conservation of Energy Technology Absorption & Foreign Exchange Earningsand Outgo:

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:

(Rs in Lakhs)
Particulars Year ended Year ended
31-Mar-21 31-Mar-20
Foreign Exchange 209043.37 171895.09
Earnings
Foreign Exchange 145310.40 118537.88
Outgo

2) Maintenance of Cost Record:

Pursuant to Section 148 of the Companies Act the Company has maintained the CostAccounting Records for FY 2020-21. The Company has received Cost Compliance Certificatefrom M/s. N. Ritesh & Associates Cost Accountants.

3) Secretarial Standards:

The Company has complied with the applicable Secretarial Standards as amended from timeto time.

4) Fraud Reporting:

During the year under review no fraud has been reported by Auditors under sub-section12 of Section 143 of the Companies Act 2013.

5) MO A & AOA:

During the year under review there is no change in the Memorandum of Association andArticles of Association of the Company.

6) Credit Rating:

During the year under review CRISIL has given the credit rating of "CRISILA1+" on the short-term banking facilities of the Company.

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 and on behalf of Board of Directors

RAMPRAKASH V. BUBNA
PLACE : MUMBAI CHAIRMAN & MANAGING DIRECTOR
DATE : MAY 26 2021 (DIN: 00136568)

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