To
The Members,
SHREE HARI CHEMICALS EXPORT LIMITED
The Directors have pleasure in presenting the Thirty-Sixth Annual Report together with
the Audited Financial Statements of the Company forthefinancialyear ended on March
31,2023.
FINANCIALRESULTS:
The summary of financial performance of the Company forthe year under review is given
below:
(Rs. in Lakhs)
Particulars |
2022-2023 |
2021-2022 |
Revenue from Operations |
10257.50 |
7644.50 |
Other Income |
95.04 |
363.61 |
Profit/ (Loss) Before Depreciation & Tax |
-2432.43 |
247.27 |
Less: Depreciation |
212.48 |
140.87 |
Profit/(Loss) Before Tax |
-2644.91 |
106.40 |
Less: Provision forTaxation |
|
|
CurrentTax |
- |
- |
Deferred Tax |
-664.70 |
38.62 |
Short/Excess provision of Income Tax |
- |
- |
Profit/(Loss) After T ax |
-1980.21 |
67.78 |
Other Comprehensive Income |
19.27 |
2.20 |
Total Comprehensive Income forthe Year |
-1960.94 |
69.99 |
OPERATIONS/STATE OF COMPANYS AFFAIRS
During the year under review, sales were Rs. 10257.50 Lakhs as against Rs. 7644.50
Lakhs during the corresponding previous year resulting in a loss of Rs. 1960.94 Lakhs as
against profit of Rs. 69.99 Lakhs for the previous year.
TRANSFER TO GENERAL RESERVES
There was no transfer of amount to General Reserve.
DIVIDEND
Your directors do not recommend any dividend on the equity shares of the Company forthe
financial year 2022-23. MATERIAL CHANGESAND COMMITMENTSAFTERTHE END OFTHE FINANCIALYEAR
There have been no material changes and commitments, if any, affecting the financial
position of the Company, which have occurred between the end of the financial year dated
31st March, 2023 and the date of the report.
NUMBER OF MEETINGS OF BOARD OF DIRECTORS
4 (Four) meetings of the Board of Directors were held during the year. Details of the
Meetings of the board are referred in the Corporate Governance Report, which forms part
ofthis report.
DIRECTORSAND KEY MANAGERIAL PERSONNEL
Appointment and Cessation:
Shri Nihit Agarwal (DIN: 07586882), Director of the Company, retires at the ensuing
Annual General Meeting and being eligibleoffers himself for re-appointment.
Shri Bankesh Chandra Agrawal (DIN: 00121080) was re-appointed as Chairman &
Managing Director of the Company for a period of three years with effect from November
11,2023 to November 10,2026 at the meeting of the Board of Directors of the Company held
on May 25,2023 subject to the approval of members. The resolution seeking approval of the
members for his re-appointment and remuneration has been incorporated in the notice of
theensuing AGM.
Shri Sarthak Agarwal (DIN: 03613314) and Shri Nihit Agarwal (DIN: 07586882), were
re-appointed as Whole time Directors of the Company for a period of three years with
effect from November 11,2023 to November 10,2026 at the meeting of the Board of Directors
of the Company held on May 25, 2023 subject to the approval of members. The resolutions
seeking approval of the members for their re-appointment and remuneration has been
incorporated in the notice ofthe ensuing AGM.
None ofthe Directors ofthe Company resigned during the financial year 2022-23.
Key Managerial Personnel (KMP):
In terms ofthe provisions ofSections 2(51) and 203 ofthe Act, the following are the
KMPs ofthe Company:
Shri Bankesh Chandra Agrawal, Chairman & Managing Director
Shri Sarthak Agarwal,Whole Time Director
Shri NihitAgarwal, Whole Time Director
Shri Sanjay Kedia, Whole Time Director & CFO
Ms. Urvashi Pandya, CompanySecretary & Compliance Officer
DECLARATIONS FROM INDEPENDENT DIRECTORS
Pursuant to the provisions of Section 149 of the Act, the independent directors have
submitted declarations that each of them meet the criteria of independence as provided in
Section 149(6) ofthe Companies Act, 2013 ("the Act") along with Rules framed
thereunder and Regulation 16(1)(b) ofthe Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations"). There has been no change in the circumstances affecting their status
as independent directors ofthe Company.
In terms of Regulation 25(8) of SEBI Listing Regulations, independent directors have
confirmed that they are not aware of any circumstance or situation which exists or may be
reasonably anticipated that could impair or impact their ability todischarge their duties.
In the opinion of the Board, the independent directors possess appropriate balance of
skills, experience and knowledge, as required.
AUDITCOMMITTEE
The details pertaining to composition of audit committee are included in the Corporate
Governance Report, which forms part ofthis report.
VIGILMECHANISM
The Company is committed to adhere to the highest standards of ethical, moral and legal
conduct of business operations. To maintain these standards, the Company encourages its
employees who have concerns about suspected misconduct to come forward and express these
concerns without fear of punishment or unfair treatment. A Vigil (Whistle Blower)
Mechanism formulated by the Company provides a channel to the employees and Directors to
report to the management concerns about unethical behavior, actual or suspected fraud or
violation of the codes of conduct or policy. The mechanism provides for adequate
safeguards against victimization of employees and Directors to avail of the mechanism and
also provide for direct access to the Managing Director/ Chairman of the Audit Committee
in exceptional cases. The policy is placed on website of the Company weblink:
http://www.shreeharichemicals.in/policies.aspx
POLICY ON DIRECTORSAPPOINTMENT AND REMUNERATION AND CRITERIA FOR INDEPENDENT DIRECTORS
The Remuneration Policy for directors and senior management and the Criteria for
selection of candidates for appointment as directors, independent directors, senior
management 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
since the last fiscal year. We affirm that the remuneration paid to the directors is as
per the terms laid out in the remuneration policyof the Company.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the
best of their knowledge and ability, confirm that:
(I) in the preparation of the annual accounts, the applicable accounting standards have
been followed and there are no material departures;
(ii) they have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company at the end of the financial year and of the profit
of the Company forthat period;
(iii) they have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets 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 and
such internal financial controls are adequate and operating effectively;
(vi) they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systemswere adequate and operating effectively.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, work performed by the internal and statutory
auditors and external consultants and the reviews performed by management and the relevant
board committees, including the audit committee, the board is of the opinion thatthe
Companys internal financial controls were adequate and effective during the financial
year 2021 -22.
The internal auditor also regularly reviews the adequacy of internal financial control
system.
DETAILS OFSUBSIDIARIES/JOINT VENTURES/ASSOCIATES
The Company does not have any subsidiaries/joint ventures/associates.
ANNUALRETURN
Pursuant to the provisions of Section 134(3)(a) and Section 92 of the Act read with
Rule 12 of the Companies (Management and Administration) Rules, 2014 Annual Return of the
Company as at 31st March, 2023 is uploaded on the website of the Company at
http://www.shreeharichemicals.in/annualreturn.aspx
STATUTORYAUDITORS
As per the provisions of Section 139 of the Act read with the Companies (Audit and
Auditors) Rules, 2014, /s. Kailash Chand Jain & Co., Chartered Accountants, Mumbai,
(FRN No. 112318W) were appointed as Statutory Auditors of the Company for a period of five
years from the conclusion of the Thirty-Fifth AGM till the conclusion of the Fortieth AGM
to be held in 2027.
The Statutory Auditors have confirmed that they are not disqualified to act as Auditors
and are eligible to hold office as Statutory Auditors of the Company for the financial
year 2023-24.
COSTAUDIT
The maintenance of cost records as specified by the Central Government under
sub-section (1) of section 148 of the Companies Act, 2013, is required by the Company and
accordingly such accounts and records are made and maintained.
The Board of Directors have appointed M/s. V. B. Modi & Associates, Cost
Accountants, as Cost Auditors for the financial year 2023-24.
In accordance with the requirement of the Central Government and pursuant to Section
148 of the Act, your Company carries out an annual audit ofcost accounts of the Company.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 and other applicable provisions, if any, of
the Companies Act, 2013, M/s. Parikh & Associates, Practicing Company Secretaries were
appointed as the Secretarial Auditors for auditing the secretarial records of the Company
for the financial year 2022-23.The Secretarial Auditors Report is annexed as AnnexureI.
STATUTORY AUDITORSREPORT AND SECRETARIALAUDITORSREPORT
The Statutory Auditors report and Secretarial Auditors report does not contain any
qualifications, reservations or adverse remarks. During the year under review, there were
no instances of fraud reported by the auditors, under Section 143(12) of the Companies
Act, 2013 to the Audit Committee or the Board of Directors.
SECRETARIALSTANDARDS
The company has devised proper systems to ensure compliance with the provisions of all
applicable secretarial standards issued by the Institute of Company Secretaries of India
and that such systems are adequate and operating effectively.
CONSERVATION OF ENERGY,TECHNOLOGY, ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
1. Conservation of energy:
a. Steps taken / impact on conservation of energy:
During theyear, the Company continued to make efforts to prevent wasteful electrical
consumption.
b. Steps taken by the company for utilising alternate sources of energy including waste
generated:
The Company has successfully started 1.5 MW solar power plant as an alternate and
natural source of energy.
c. TheCapital invested on energy conservation equipment: None
2. Technology absorption:
a. Efforts, in brief, made towards technology absorption during the year under review: NIL
b. Benefits derived as a result of the above efforts, e.g., product improvement, cost
reduction, product development, import substitution, etc.: Not Applicable
c. In case of imported technology (imported during the last 3 years reckoned from the
beginning of the financialyear), following information may be furnished: Not
Applicable
d. Expenditure incurred on Research and Development: NIL
3. Foreign exchange earnings and Outgo:
(Rs. in Lakhs)
Foreign exchange earnings and outgo |
2022-23 |
a. Foreignexchange earnings |
- |
b. Foreignexchange outgo |
- |
PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Act read with rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed
as Annexure II.
DEPOSITSFROMPUBLIC
The Company has not accepted any deposits from public during the year.
SIGNIFICANT&MATERIAL ORDERS PASSED BYTHE REGULATORY/JUDICIAL AUTHORITIES
There are no significant or material orders passed by any regulator or judicial
authorities that would impact the going concern status of the Company and its future
operations.
PARTICULARS OF LOANS, GUARANTEESAND INVESTMENTS
The Company has not given any loans or guarantees or made investments in contravention
of the provisions of the Section 186 of the Companies Act, 2013. The details of the loans
and guarantees given and investments made by the Company are provided as under:
(Rs. in Lakhs) |
Particulars |
2022-23 |
a. Loans |
Nil |
b. Investments |
Nil |
c. Guarantees/Securities |
Nil |
RISK MANAGEMENT POLICY
The Board of Directors of the Company has framed a Risk Management Policy and is
responsible for reviewing the risk management plan and ensuring its effectiveness. The
Audit Committee has additional oversight in the area of financial risks and controls.
Major risks identified by the businesses and functions are systematically addressed
through mitigating actionson a continuing basis.
CORPORATESOCIALRESPONSIBILITY
As per the provisions of Section 135 of the Companies Act, 2013 ("the Act")
read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company was
not required to spend any amount towards CSR Activities and there was no previous unspent
amount required to be spent during the financial year 2022-23. For other details regarding
the CSR Committee, please refer to the Corporate Governance Report, which is a part of
this report. The policyis available on http://www.shreeharichemicals.in/policies.aspx.
RELATED PARTYTRANSACTIONS
Particulars of transactions with related parties pursuant to Section 134(3)(h) of the
Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2
and the same forms part of this report as Annexure III.
EVALUATION OF BOARD, ITS COMMITTEESAND INDIVIDUAL DIRECTORS
An annual evaluation of the Board own performance, Board committees and individual
directors was carried out pursuanttothe provisions of the Act in the following manner:
Sr. No. |
Performance evaluation of |
Performance evaluation performed by |
Criteria |
1 |
Each Individual directors |
Nomination and Remuneration
Committee |
Attendance, Contribution to the Board and committee meetings like
preparedness on the issues to be discussed, meaningful and constructive contribution and
guidance provided, key performance aspects in case of executive directors etc. |
2 |
Independent directors |
Entire Board of Directors excluding the director who is being evaluated |
Attendance, Contribution to the Board and committee meetings like
preparedness on the issues to be discussed, meaningful and constructive contribution, and
guidance provided etc. |
3 |
Board, its committees and individual directors |
All directors |
Board composition and structure; effectiveness of Board processes,
information and functioning, performance of specific duties and obligations, timely flow
of information etc. The assessment of committees based on the terms of reference of the
committees |
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
The Company has complied with provisions relating to the constitution of Internal
Complaints Committee and has in place an Anti-Sexual Harassment Policy in line with the
requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are
covered underthis policy.
The Company has not received any complaint of sexual harassment during the financial
year 2022-23. LISTINGFEES
The Company has paid the listing fees to BSE Limited for the financial year 2023-24.
INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE
The Board of Directors has adopted the Code of Practices and Procedures for Fair
Disclosure of Unpublished Price Sensitive Information and Code of Internal Procedures and
Conduct for Regulating, Monitoring and Reporting of Trading by Insiders in accordance with
the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and is
available 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 Auditors
Certificate thereon and the Management Discussion and Analysis Report, forms part ofthis
Annual Report.
ACKNOWLEDGEMENT
We thank our customers, vendors, dealers, investors, business associates and bankers
for their continued support during the year. We place on record our appreciation of the
contribution made by employees at all levels. Our resilience to meet challenges was made
possible by theirhard work, solidarity, co-operation and support.
We thank the Government of India and the State Governments where we have operations and
other regulatory authorities and government agencies fortheir support and look forward to
their continued support in the future.
|
For and on behalf of the Board |
|
BANKESH CHANDRA AGRAWAL |
Place. Mumbai |
Chairman & Managing Director |
Date: May 25, 2023 |
DIN:00121080 |
+91-9892691696
