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Sudarshan Chemical Industries Ltd.

BSE: 506655 Sector: Industrials
NSE: SUDARSCHEM ISIN Code: INE659A01023
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VOLUME 15475
52-Week high 505.95
52-Week low 286.25
P/E 22.44
Mkt Cap.(Rs cr) 3,036
Buy Price 440.00
Buy Qty 47.00
Sell Price 445.00
Sell Qty 20.00
OPEN 447.40
CLOSE 442.60
VOLUME 15475
52-Week high 505.95
52-Week low 286.25
P/E 22.44
Mkt Cap.(Rs cr) 3,036
Buy Price 440.00
Buy Qty 47.00
Sell Price 445.00
Sell Qty 20.00

Sudarshan Chemical Industries Ltd. (SUDARSCHEM) - Director Report

Company director report

to the Shareholders – 2018-19

Your Directors are pleased to present the 68th Annual Reporttogether with the Audited Financial Statements of the Company for the year ended 31stMarch2019.

INDIAN ACCOUNTING STANDARDS:

The annexed Financial Statements comply in all material aspects withthe Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act2013 (the Act) Companies (Indian Accounting Standards) Rules 2015 as amended from timeto time and other relevant provisions of the Act.

1. FINANCIAL HIGHLIGHTS:

The Company's financial performance (from continuing operations)for the year ended 31st March 2019 is summarised below (Refer Notes to theAudited Standalone FinancialStatements).

(Rupees in Lakhs)
Particulars

2018-19

2017-18
Revenue from operations 140950.0 128195.3
(Refer Note No. 44 of the Standalone Financial Statements)
Earnings Before Interest 20814.9 20606.8
Tax Depreciation and Amortization (includes other non-operating income)
Less: Interest 1384.7 2330.7
Less: Depreciation 6482.2 5769.1
Add: Exceptional Income 8335.8 -
Less: Provision for Taxation 6331.9 4024.0
Profit After Tax 14951.9 8483.0
Add: Profit from discontinuing operations 203.9 319.7
Total Profit After Tax 15155.8 8802.7
Other Comprehensive Income 299.0 (59.6)
Total Comprehensive Income 15454.8 8743.1
Add: Surplus brought forward 22691.5 18364.7
Less: Transfer from OCI to 503.1 -
Hedge Reserve
Net Profit available for appropriation 37643.2 27107.8
Appropriations
1. General Reserve 1500.0 1500.0
2. Interim Dividend @ 125% - 1730.7
3. Final Dividend (pertaining to previous Financial Year) 692.3 692.3
4. Tax on Dividend 142.3 493.3
TOTAL 2334.6 4416.3
Surplus to be carried forward 35308.6 22691.5

2. (A) FINANCIALS:

Total Income from continuing operations for the year ended 31stMarch 2019 aggregated to `143865 lakhs as against `133914 lakhs achieved during theprevious year. Profit after tax from continuing operations for the year ended 31stMarch 2019 was `8653 lakhs as against `8483 lakhs earned during the previous year.

For Subsidiary Companies' performance please refer to AnnexureI.

On a Consolidated basis your Company's Total Income for the yearended 31st March 2019 stood at `148218 Lakhs up by 9% as compared to `136113Lakhs in Financial Year 2017-18.

As on the date of adoption of accounts the Agro Formulation BrandBusiness Industrial Mixing Solutions Division (IMSD) the investment in Wholly OwnedSubsidiaries Prescient Color Limited and RIECO Industries Limited have been classified as"Held for Sale / Discontinued Operations".

This is pursuant to the requirement of Ind AS 105 - ‘Non-currentassets held for sale and discontinued operations'. The results of these businesseshave been presented separately.

(B) EXPORTS:

Your Company continues to view focus on export markets. Initiatives aredirected towards engaging with overseas markets with a view to testing and demonstratinginternational competitiveness and seeking profitable opportunities for growth. TheCompany's overseas Wholly Owned Subsidiaries set up with the objective of marketingand selling Pigments continue to record improved performance. The Overseas Subsidiarieshave entered a consolidation phase and will play a crucial role in positioning the Companyas a dominant player in the Global Pigment Industry. Revenue from pigment exports for theyear ended 31st March 2019 amounted to `65803 Lakhs as against `60603 Lakhsfor the previous year.

(C) OPERATIONS:

Information on the operations of the Company and details on the stateof affairs of the Company are covered in the Management Discussion and Analysis Report.

(D) HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARY / ASSOCIATE / JOINT VENTURECOMPANIES:

Shareholders are requested to refer Annexure VII for highlightsof performance of abovementioned companies and their contribution to the overallperformance of the Company during the year under review.

3. (A) SALE OF INVESTEMENT IN PRESCIENT COLOR LIMITED:

The Board of Directors of the Company at its meeting held on 1stJune 2018 had decided to enter into a Share Purchase Agreement (SPA) with Americhem Inc.U.S.A. to sell the entire shareholding in its Wholly Owned Subsidiary (WOS) PrescientColor Limited for an ‘Enterprise Value' of `11700 Lakhs.

(B) TRANSFER OF AGRO FORMULATION BRAND BUSINESS:

The Company entered into a Business Transfer Agreement dated 16thJuly 2018 for transfer of its Agro Formulation Brand Business on a going concern basis.The transaction was completed on 20th September 2018 and the gain on saleamounted to `585 Lakhs.

(C) DIVESTMENT OF INDUSTRIAL MIXING SOLUTIONS DIVISION (IMSD):

The Board of Directors at its meeting held on 12thApril 2019 approved a proposal to enter into a definitive agreement with GMM PfaudlerLimited (GMMP) to divest the Industrial Mixing Solutions Division (IMSD) of the Company.The consideration for the said transaction was approx. `29 Crore which was subject toadjustment on account of trade working capital difference and related items.

On 26th April 2019 the Company completed the divestmentsubject to closing adjustments of its IMSD to GMMP on a going concern basis in terms ofthe definitive agreements executed between the parties.

4. DIVIDEND:

The Directors recommend the Final Dividend of `3.50 per EquityShare (175%) and Special Dividend of `2.50 per Equity Share (125%) for consideration ofthe shareholders at the ensuing annual general meeting.

Special Dividend has been proposed in view of the profit on sale ofinvestment in Prescient Color Limited and divestment of Agro Formulation Brand Business ofthe Company. Together the total dividend for the Financial Year 2018-19 amounts to `6.00per share (300%) on the face value of `2.00 per share. The amount of dividend and the taxthereon aggregate to `5007.6 Lakhs.

For the year ended 31st March 2018 the dividend paid was`3.50 per share of `2 each (175%) and the total dividend and the tax thereon to the extentapplicable aggregated to `2917.7 Lakhs

The Dividend Distribution Policy of the Company is provided as AnnexureIX to this Report.

5. FIXED DEPOSITS:

The Company's erstwhile Public Deposit Scheme was closed in theyear 2015. There was no failure in making repayment of Fixed Deposits on maturity and theinterest due thereon in terms of the conditions of the said scheme. During the year underreview the Company has not accepted any deposit from the public / members pursuant toSection 73 and Section 76 of the Companies Act 2013 read with the Companies (Acceptanceof Deposits) Rules 2014 as amended from time to time.

6. DIRECTORS' RESPONSIBILITY STATEMENT:

As required under Section 134(3)(c) of the Companies Act 2013Directors of the Company to the best of their knowledge and belief with respect to theFinancial Year 2018-19 state that :

i. in the preparation of the annual accounts the applicable accountingstandards have been followed with proper explanation relating to material departures;

ii. the Directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end offinancial year and of the profit and loss of the Company for that period;

iii. the Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; iv. the Directors had prepared the annualaccounts on a going concern basis;

v. the Directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls were adequate and wereoperating effectively; and

vi. the Directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and wereoperating effectively.

7. CORPORATE GOVERNANCE:

Pursuant to SEBI Listing Regulations 2015 a separate chapter titled‘Corporate Governance' has been included in this Annual Report along with thereports on the Management Discussion and Analysis and Shareholder Information.

A certificate from Auditors of the Company regarding compliance ofconditions of corporate governance is given separately in this Annual Report.

8. MANAGEMENT DISCUSSION AND ANALYSIS:

A Management Discussion and Analysis Report covering a wide range ofissues relating to industry trends Company Performance Business and Operations is givenseparately in the Annual Report.

9. BUSINESS RESPONSIBILITY REPORT:

Regulation 34(2) of the SEBI Listing Regulations 2015 as amendedinter alia provides that the annual report of the top 500 listed entities based on marketcapitalization (calculated as on 31st March of every financial year) shallinclude a Business Responsibility Report (BR Report).

Since Sudarshan Chemical Industries Limited is one of the top 500listed entities as on 31st March 2019 the Company as in the previous yearshas presented its BR Report for the Financial Year 2018-19 which is part of this AnnualReport.

10. CONTRACTS AND ARRANGEMENTS WITH RELATEDPARTIES:

All transactions entered into with related parties during the financialyear were in ordinary course of business and at arm's length basis which wereapproved by the Audit Committee. The Board has approved a policy for related partytransactions which is available on the Company's website at http://www.sudarshan.com/perch/resources/related-party-transaction-policy.pdf

The particulars of contracts or arrangements made with related partiespursuant to Section 188 is covered in Notes to the Financial Statements and materialcontracts / arrangements made with related parties is given in Form AOC-2 which isattached as Annexure VI to this report.

None of the transactions with any of the related parties were inconflict with the interest of the Company. Attention of the members is drawn to thedisclosure set out in Notes to Financial Statements forming part of the Annual Report.

11. AUDIT COMMITTEEE:

Pursuant to the provisions of Section 177 of the Companies Act 2013and rules made thereunder and Regulation 18 of the SEBI Listing Regulations 2015 theCompany has in place an Audit Committee.

As on 31st March 2019 the composition of the AuditCommittee is as under –a) Mr. S. N. Inamdar – Chairman b) Mr. D. N. Damania c)Mr. S. K. Asher d) Mrs. S. A. Panse On 24th May 2019 Mr. S. N. Inamdarstepped down as a Chairman and Mrs. S. A. Panse took over as a Chairperson of the AuditCommittee with effect from the next meeting of the Committee.

All the recommendations made by the Audit Committee were deliberatedand accepted by the Board during the Financial Year 2018-19.

12. CORPORATE SOCIAL RESPONSIBILITY:

The Company has in place a Corporate Social Responsibility (CSR)Committee constituted as per the provisions of Section 135 of the Companies Act 2013 andrules made thereunder details of which are mentioned in the Corporate Governance Reportforming part of this Annual Report.

The Company has been carrying out various Corporate SocialResponsibility (CSR) activities in the areas specified in terms of Section 135 read withSchedule VII of the Companies Act 2013 and rules made thereunder.

The details of CSR activities undertaken by the Company are annexedherewith as Annexure IV. The CSR Policy of the Company is available on theCompany's website at http://www.sudarshan.com/perch/resources/csr-policy.pdf

13. RISK MANAGEMENT AND INTERNAL CONTROLS:

The Company has put in place appropriate risk assessment andminimization procedures which are reviewed by the Risk Management Committee AuditCommittee and the Board. During the year as per the requirements of SEBI ListingRegulations 2015 a Risk Management Committee was constituted with responsibilityof preparation of Risk Management Plan reviewing and monitoring the same on regularbasis to identify and review critical risks on regular basis to report key changes incritical risks to the Board on an ongoing basis to report critical risks to AuditCommittee in detail on yearly basis and such other functions as may be prescribed by theBoard. The Committee is supported by an Enterprise Risk Management (ERM) team whichprovides advice on various risks and the appropriate Governance framework and ensures thatrisks are identified measured and managed in accordance with the Companies Policies andrisk objectives. The Committee holds meetings on a need basis to review the critical risksidentified. The risks faced by the Company and their minimization procedures are assessedperiodically. Your Company has an elaborate Risk Management procedure which is based onthree pillars: Business Risk Assessment Operational Controls Assessment and PolicyCompliance processes.

According to Section 134(5)(e) of the Companies Act 2013 the termInternal Financial Control (IFC) means the policies and procedures adopted by the companyfor ensuring the orderly and efficient conduct of its business including adherence tocompany's policies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information. The Company has a well placed proper andadequate internal financial control system which ensures that all assets are safeguardedand protected and that the transactions are authorised recorded and reported correctly.The Company's internal financial control system also comprises due compliances withCompany's policies and Standard Operating Procedures (SOPs) and audit and compliancechecksbytheStatutoryAuditorsandtheInternalAuditors.

The Internal Auditors independently evaluate the adequacy of internalcontrols and concurrently audit the majority of thetransactionsinvalueterms.Independenceoftheauditandcomplianceisensuredbydirectreporting of Internal Auditors to the AuditCommittee of the Board. To further strengthen the compliance processes the Company has aninternal compliance tool for assisting statutory compliances. This process is automatedand generate alerts for proper and timely compliance.

Risk Management Policy is available on the Company's website athttp://www.sudarshan.com/perch/resources/ risk-management-policy-2.pdf

Details of the Risk Management Committee are given in the CorporateGovernance Report.

14. REMUNERATION POLICY:

The Remuneration policy of the Company covering the appointment andremuneration of the Directors Key Managerial Personnel and Senior Management of theCompany including criteria for determining qualifications positive attributesindependence of a Director and other related matters has been provided separately as AnnexureIII.

The Succession policy of the Company for identification and selectionof new Directors Key Managerial Personnel and Senior Management in the event of vacancyis available on the website of the Company athttp://www.sudarshan.com/perch/resources/board-diversity-remuneration-and-succession-policy.pdf

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. P. R. Rathi stepped down as the Managing Director of the Companyand continues to be a Non – Executive Chairman with effect from 1st June2018.

Mr. R. B. Rathi was appointed as a Managing Director from Dy. ManagingDirector for a term of 5 (five) years with effect from 1st June 2018.

Mr. A. Vij was appointed as a Wholetime Director for a term of 5(five) years with effect from 24th May 2018.

Mr. K. L. Rathi Non–Executive Non–Independent Director ofthe Company resigned as a Director with effect from 1st June 2018. The Boardplaces on record its appreciation of the valuable contribution made by Mr. K. L.Rathi during his tenure as a Director of the Company.

Mr. A. B. Rathi Non - Executive Non – Independent Director ofthe Company resigned as a Director of the Company effective 1st May 2019 dueto personal reasons. The Board places on record its appreciation of the valuablecontribution made by Mr. A. B. Rathi during his tenure as a Director of the Company.

The Board of Directors at its meeting held on 8thFebruary 2019 co-opted Dr. Deepak Parikh as an Additional Director (Independent) witheffect from 1st April 2019 until the conclusion of the ensuing AnnualGeneral Meeting.

The Board recommends the members of the Company to approve theappointment of Dr. Deepak Parikh as an Independent Director for a period of 5 (five) yearsfrom 1st April 2019 by way of an Ordinary Resolution.

In terms of the provisions of the Companies Act 2013 and the Articlesof Association of the Company Mr. N. J. Rathi Director of the Company isretiring by rotation at the ensuing Annual General Meeting. He has expressed that hiscandidature should not be considered for re-appointment. It is therefore proposed thatMr. N. J. Rathi shall retire at the ensuing Annual General Meeting and the vacancycaused by his retirement will not be filled up. The Board places on record the excellentand enduring contribution made by Mr. N. J. Rathi during his association of morethan 50 (Fifty) years in various capacities with the Company in its evolving years.

Mr. S. N. Inamdar Mr. Dara Damania Mr. S. Padmanabhan Mr. SanjayAsher and Mrs. Rati Forbes Independent Directors on the Board of the Company are proposedto be re-appointed for a second term of 5 (five) years with effect from the date ofensuing Annual General Meeting i.e. 7th August 2019. Approval of theshareholders is requested by way of special resolution for the re-appointment ofMr. S. N. Inamdar Mr. Dara Damania Mr. S. Padmanabhan Mr. Sanjay Asher and Mrs.Rati Forbes as Independent Directors.

The Board has made the recommendation for above appointment /re-appointment of Directors based on the recommendation of the Nomination and RemunerationCommittee (NRC). NRC has made this recommendation after ensuring that the none of theDirectors seeking appointment / re-appointment is debarred from holding the position of aDirector by virtue of any Order from Securities and Exchange Board of India (SEBI)Ministry of Corporate Affairs (MCA) or any Regulatory Authority.

Details of the Directors seeking appointment / re-appointmentincluding profile of these Directors are given in the Notice convening the 68thAnnual General Meeting of the Company.

Key Managerial Personnel:

In accordance with the provisions of Section 203 of theCompanies Act 2013 and rules made thereunder following are the Key Managerial Personnelof the Company for the year ended 31st March 2019: a. Mr. P. R. Rathi Chairman

b. Mr. R. B. Rathi Managing Director

c. Mr. A. Vij Wholetime Director

d. Mr. Vivek V. Thakur General Manager – Finance and Acting CFO

e. Mr. Mandar M. Velankar Deputy General Manager – Legal andCompany Secretary.

Mr. P. S. Raghavan Company Secretary retired from the services of theCompany on reaching the age of superannuation with effect from 9th August 2018and Mr. Mandar Velankar was appointed as a Company Secretary and Compliance Officer withthe designation ‘Deputy General Manager – Legal and Company Secretary' aKey Managerial Person (KMP) with effect from 10th August 2018.

Declaration by Independent Directors:

Pursuant to the provisions under Section 134(3)(d) of theCompanies Act 2013 with respect to statement on declaration given by IndependentDirectors under Section 149(6) of the Act the Board hereby confirms that all theIndependent Directors of the Company have given a declaration and have confirmed that theymeet the criteria of independence as provided in the said Section 149(6) of the Act andRegulation 16(1)(b) of SEBI Listing Regulations 2015.

Further the Board of Directors are of the opinion that the IndependentDirectors of the Company comply with the abovementioned provisions of the Companies Act2013 and Rules made thereunder and SEBI Listing Regulations 2015 and that theIndependent Directors are independent from the management.

Annual Evaluation of Board of Directors its Committees and IndividualDirectors:

The Board of Directors upon recommendation of Nomination andRemuneration Committee has laid down the criteria for performance evaluation of Board ofthe Company its Committees and the individual Board members including IndependentDirectors.

In compliance with SEBI LODR Regulations 2015 the performanceevaluation of all the Independent Directors has been done by the entire Board excludingthe Director being evaluated.

The Independent Directors of the Company met separately on 27thMarch 2019 without the presence of Non-Independent Directors and the members ofmanagement. The meeting was attended by all the Independent Directors. The meeting was toenable the Independent Directors to discuss matters pertaining to the Company'saffairs and put forth their combined views to the Board of Directors. The IndependentDirectors evaluated the performance of the Chairman Non-Independent Directors andthe Board as a whole. The Independent Directors also reviewed the adequacy and flow ofinformation between the Company Management and the Board.

The Directors were satisfied with the evaluation results whichreflected the overall commitment and sense of duty.

The Board has also adopted a Board Diversity Policy.

The policies of Board diversity and performance evaluation of Directorsof the Company can be accessed from the Company's website at http://www.sudarshan.com/perch/resources/board-diversity-remuneration-and-succession-policy.pdf

16. RECLASSIFICATION UNDER REGULATION 31A OF SEBI LISTING REGULATIONS2015:

During the year under review in terms of provisions of Regulation 31Aof the SEBI Listing Regulations 2015 the Company has received the following requests forreclassification from "Promoter and Promoter Group" to "Public"category;

Date of Request Name of the share- holder(s) No. of Equity Shares % to Total Equity Shares
1 8th Feb Mr. Kishor L. Rathi 6873520 9.93
2019 Mr. Aruna K. Rathi Mr. Rohit K. Rathi and La xminarayan Finance Private Limited
2 6th May Mr. Ajoy B. Rathi 4628330 6.69
2019 Mr. Ajoy B. Rathi (HUF) Mrs. Nisha A Rathi and Mr. Manan A. Rathi

The Board has analyzed these requests and the same have been put up forapproval of shareholders by way of ordinary resolutions at the ensuring Annual GeneralMeeting of the shareholders. For further details please refer to the Notice convening 68thAnnual General Meeting of the Company.

17. ISSUE OF EMPLOYEE STOCK OPTIONS:

At the 67th Annual General Meeting the shareholders hadapproved the Scheme for issue of Employee Stock Options in terms of applicableregulations. During the year under review the Company did not issue any options under theScheme approved by the shareholders.

18. INDUSTRIAL RELATIONS:

Industrial relations continue to remain cordial at Roha andMahad plants and at R & D Laboratory situated at Ambadvet (Sutarwadi) Dist. Pune. TheBoard of Directors record its appreciation of the commitment and support of employees atall levels.

19. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

The Company believes that a Board which is well informed /familiarised with the Company and its affairs can contribute significantly andeffectively discharge its role of trusteeship in a manner that fulfils stakeholders'aspirations and societal expectations. In pursuit of this the Directors of the Companyare updated on changes / developments in the domestic / global corporate and industryscenario including those pertaining to statutes / legislations & economic environmentand on matters affecting the Company to enable them to take well informed and timelydecisions. Visits to Company's facilities are also organised for the Directors.Further details may be accessed on the Company's corporate website viz.www.sudarshan.com.

The details of such familiarisation programmes are placed onhttp://www.sudarshan.com/perch/resources/ familiarisation-of-independent-directors.pdf

20. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:

Pursuant to the provisions of ‘The Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013' the Company hascomplied with the provisions relating to the constitution of the Internal ComplaintsCommittee under the said act. During the year under review no complaint was received bythe Internal Complaints Committee of the Company.

The Company has the Policy on Prevention of Sexual Harassment atWorkplace which is available on the website of the Company at http://www.sudarshan.com/perch/resources/policy-on-prevention-of-sexual-harassment-at-workplace.pdf

21. AUDITORS AND AUDITORS' REPORT :

Pursuant to the provisions of Section 139 of the Companies Act 2013and rules made thereunder B S R & Associates LLP Chartered Accountants (FirmRegn. No.: 116231W/W-100024) were appointed as Statutory Auditors of the Company for aperiod of 5 (five) years i.e. from the conclusion of 66th Annual GeneralMeeting till the conclusion of the 71st Annual General Meeting of the Companyto be held in 2022.

The Companies (Amendment) Act 2017 has amended Section 139(1) of theCompanies Act 2013 effective from 7th May 2018 whereby first proviso toSection 139(1) has been omitted which provided for ratification of appointment of Auditorsby members at every Annual General Meeting.

The notes on the Audited Financial Statements referred to in theAuditor's Report are self explanatory and hence do not call for any further comments.The Auditor's Report does not contain any qualification reservation adverse remarksor disclaimers.

22. COST AUDITOR:

Pursuant to Section 148 of the Companies Act 2013 read with theCompanies (Cost Records and Audit) Rules 2014 as amended the cost audit recordmaintained by the Company is required to be audited. The Board of Directors has on therecommendation of the Audit Committee appointed M/s Parkhi Limaye & Co. CostAccountants Pune for conducting the cost audit of the Company for Financial Year 2019-20.

As required under the Companies Act 2013 the remuneration payable tothe Cost Auditors is required to be ratified by the members of the Company. Accordinglyresolution seeking members' ratification for remuneration to be paid to Cost Auditorsis included in the Notice convening Annual General Meeting.

Further the Board hereby confirms that the maintenance of cost recordsspecified by the Central Government as per Section 148(1) of the Companies Act 2013 andrules made thereunder is required and accordingly such accounts / records havebeen made and maintained.

23. SECRETARIAL AUDIT AND SECRETARIAL STANDARDS:

M/s. Rajesh Karunakaran & Co. Company Secretaries Pune wereappointed as the Secretarial Auditor of the Company for the Financial Year 2018-19 as perSection 204 of the Companies Act 2013 and rules made thereunder. The Secretarial AuditReport submitted in the prescribed form MR - 3 is attached as Annexure VIII andforms part of this report. There are no qualifications or observations or other remarks ofthe Secretarial Auditor in the Report issued for the Financial Year 2018-19 whichcalls for any explanation from the Board of Directors.

The Company is compliant with the Secretarial Standard on Meetings ofthe Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2) issuedby the Institute of Company Secretaries of India.

24. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION143(12):

During the year under review there were no frauds reported by theauditors to the Audit Committee or the Board under Section 143(12) of the CompaniesAct 2013 and rules made thereunder.

25. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITHREFERENCE TO THE FINANCIAL STATEMENTS:

Your Company has clearly laid down policies guidelines and proceduresthat form part of internal control systems which provide for checks and balances. TheCompany has maintained a proper and adequate system of internal controls. The system isdesigned to provide a reasonable degree of assurance regarding the effectiveness andefficiency of operations the reliability of financial controls and compliance withapplicable laws and regulations. The organization is well structured and the policyguidelines are well documented with pre-defined authority where monetary decision isinvolved. Structured management information and reporting systems together with anexhaustive budgetary control process for all major operational activities form part of theoverall control mechanism to ensure that requisite information related to all operationsare reported and are available for control and review. The Company has established a welllaid out policy to maintain the highest standards of environment safety and health whilemaintaining operational integrity. This policy is strictly adhered to at all locations ofthe Company. The Company's internal control systems commensurate with the nature andsize of its business operations. The Audit Committee of the Board of Directors regularlyreviews the adequacy of internal control system.

The Company with a view to encourage independent approach hasappointed a team of qualified professionals in the form of Internal Auditors dulysupported by the Finance Department who conduct operational and system audits inaccordance with an audit plan approved by the Audit Committee. Internal Auditors as partof their assignment evaluate and assess the adequacy and effectiveness of internalcontrol measures and the compliance with policies plans and statutory requirements. Theinternal audit reports are reviewed at Audit Committee Meetings and appropriate action onthe recommendations is initiated by the Management.

26. RESEARCH AND DEVELOPMENT:

The Company recognizes the need to have well equipped Research &Development (R&D) facilities to meet customer requirements and developing cutting edgeproducts. As a natural corollary your Company continues to invest in a comprehensiveR&D programme leveraging its world-class infrastructure benchmarked processesstate-of-the-art technology and a business-focused R&D strategy.

The Company has spent `1856.8 Lakhs during the year under review onR&D. Company's in-house R&D facilities are recognised by the Ministryof Science and Technology New Delhi on behalf of Government of India.

27. DISCLOSURES:

Material changes and commitments if any affecting the financialposition of the Company :

There have been no material changes and commitments affecting thefinancial position of the Company which have occurred between the end of the financialyear and the date of this report.

Annual Accounts of Subsidiary Companies:

A copy of the Audited Financial Statements for each of the SubsidiaryCompanies for the year ended 31st March 2019 will be made available to themembers of the Company seeking such information at any point of time and will also beavailable for inspection at the Registered Office of the Company during working hours tillthe date of the Annual General Meeting. The same are placed on the website atwww.sudarshan.com.

The salient features of Financial Statements of Subsidiary Companies isgiven in Annexure VII of this report.

Sudarshan Europe B. V. The Netherlands is the Material Subsidiary ofthe Company for the year ended 31st March 2019. The Company hascomplied with all the legal requirements in respect of the Material Subsidiary.

In conformity with the provisions of the SEBI ListingRegulations 2015 the Board has formulated a policy for determining "materialsubsidiaries". The Policy can be accessed from the Company's website athttp://www.sudarshan.com/perch/resources/material-subsidiary-policy.pdf ConsolidatedFinancial Statements:

Your Company's Board of Directors is responsible for thepreparation of the Consolidated Financial Statements of your Company & itsSubsidiaries (‘the Group') in terms of the requirements of the Companies Act2013 and in accordance with the accounting principles generally accepted in Indiaincluding the Indian Accounting Standards specified under Section 133 of the Act. Therespective Board of Directors of the companies included in the Group are responsible formaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets and for preventing and detecting frauds and otherirregularities the selection and application of appropriate accounting policies makingjudgments and estimates that are reasonable and prudent and the design implementationand maintenance of adequate internal financial controls that were operating effectivelyfor ensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the financial statements that give a true and fair viewand are free from material misstatement whether due to fraud or error which have beenused for the purpose of preparation of the Consolidated Financial Statements by theDirectors of your Company as aforestated.

The Consolidated Financial Statements of the Company and itssubsidiaries is provided separately and forms part of the Annual Report.

Vigil Mechanism / Whistle Blower Policy:

Your Company's Whistle blower Policy encourages Directors andemployees and business associates to bring to the Company's attention instances ofunethical behaviour actual or suspected incidents of fraud or violation of the Code ofConduct that could adversely impact your Company's operations business performanceand / or reputation. The Policy provides that the Company investigates such incidentswhen reported in an impartial manner and takes appropriate action to ensure thatrequisite standards of professional and ethical conduct are always upheld. It is yourCompany's Policy to ensure that no employee is victimised or harassed for bringingsuch incidents to the attention of the Company. The practice of the Whistle Blower Policyis overseen by the Audit Committee and no employee has been denied access to theCommittee. The vigil mechanism / whistle blower policy is available on the Company'swebsite at http://www.sudarshan.com/perch/resources/whistle-blower-vigil-mechanism-policy.pdf

Annual Return:

The extract of the Annual Return as provided under Section 92(3) of theCompanies Act 2013 and rules made thereunder in the prescribed form MGT-9 isannexed to this report. Annexure V.

Meetings of the Board:

During the Financial Year 2018-19 7 (seven) Board Meetings wereheld the details of which are given in the Corporate Governance Report.

Particulars of loans guarantees or investments under Section 186:

Information regarding loans guarantees and investments covered underthe provisions of section 186 of the Companies Act 2013 are detailed in the AuditedFinancial Statements.

Energy Conservation Technology Absorption and Foreign ExchangeEarnings and Outgo:

Information regarding conservation of energy technology absorption andforeign exchange earnings and outgo stipulated under Section 134(3)(m) of the CompaniesAct 2013 and Rule 8 of the Companies (Accounts) Rules 2014 is attached to this Reportvide

AnnexureI.

Particulars of Employees and Related Disclosures:

The information required pursuant to Section 197(12) of the CompaniesAct 2013 read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as amended has been provided as Annexure I and II.

Significant and Material Orders passed by the Regulators or Courts:

There are no significant material orders passed by the regulators orcourts which would impact the going concern status of the Company and its futureoperations.

Restriction on purchase by Company or giving of loans by it forpurchase of its shares:

Pursuant to the provisions of Section 67(3)(c) of the Companies Act2013 and rules made thereunder the Company has not given any loan exceeding the limitmentioned therein to persons in the employment of the Company other than its Directors orKey Managerial Personnel for purchase or subscribe shares of the Company.

28. RECOGNITION:

Details of the awards received during the year under review aredisclosed separately in this Annual Report.

29. APPRECIATION:

Your Directors place on record their gratitude to Bank of MaharashtraState Bank of India ICICI Bank Limited HDFC Bank Limited The Hongkong and ShanghaiBanking Corporation Limited Standard Chartered Bank Citi Bank N.A. IDFC First BankKotak Mahindra Bank Limited Yes Bank and Export Import Bank of India for theirco-operation and assistance. Your Directors also place on record their appreciation of theservices rendered by BMGI. The Board is also grateful to the Government AuthoritiesMembers Customers Suppliers Business Associates and Employees of the Company for theircontinued co-operation and support.

For and on behalf of the Board of Directors For SUDARSHANCHEMICAL INDUSTRIES LIMITED

Date: 24th May 2019 P. R. RATHI
Place: Pune CHAIRMAN