Shree Hari Chemicals Export Ltd Directors Report.

To

The Members,

SHREE HARI CHEMICALS EXPORT LIMITED

The Directors have pleasure in presenting the Thirty-First Annual Report together with the Statement of Accounts for the year ended on March 31, 2018:

TRANSITION TO INDIAN ACCOUNTING STANDARD: (IND AS)

With effect from April 1, 2017, your company was required to align its accounting policies and disclosures with new Indian Accounting Standards or Ind-AS (Ind AS) as notified under Section 133 of the Companies Act, 2013 read with Rule 3 of Companies (Indian Accounting Standards) Rules, 2016 as amended. Accordingly, the Financial Statements are prepared in accordance with the (Ind AS). Figures of the previous year have been reinstated due to adoption of Ind AS.

FINANCIAL RESULTS:

(Rs in Lakhs)

Particulars 2017-2018 2016-2017
Revenue from Operations 5463.74 11470.33
Other Income 138.44 236.77
Profit/ (Loss) Before Depreciation & Tax (837.30) 104.43
Less: Depreciation 365.56 276.70
Profit/(Loss) Before Tax (1202.86) (172.27)
Less: Provision for Taxation
Current Tax - -
Deferred Tax (445.19) 16.61
Short/excess provision of Income Tax 117.90 -
Profit/(Loss) After Tax (875.56) (188.88)
Other Comprehensive Income 2.08 2.99
Total Comprehensive Income for the Year (873.48) (185.89)

OPERATIONS/ STATE OF COMPANY S AFFAIRS

During the year under review, Sales were Rs. 5463.74 Lakhs as against Rs. 11470.33 Lakhs during the corresponding previous year resulting in a Loss of Rs.873.48 Lakhs as against loss of Rs. 185.89 Lakhs for the previous year. Export earnings were Rs. 698.33 Lakhs as against Rs. 2190.09 Lakhs during the corresponding previous year.

TRANSFER TO GENERAL RESERVES

There was no transfer to General Reserve.

DIVIDEND

In view of the loss during the financial year 2017-2018, your directors do not recommend dividend on the equity shares of the Company for the financial year 2017-2018.

MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR

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, 2018 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 of this report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Shri Hanuman Prasad Ramuka (DIN 02440114), Director of the Company, retires at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

The Board of Director of the Company at their meeting held on 8th February 2018, reapointment Shri Hanuman Prasad Ramuka (DIN No. 02440114) for a period of 3 year with effect from 30th April 2018.

DECLARATIONS FROM INDEPENDENT DIRECTORS

Shri Virjanand Gupta, Shri Arvind Chirania, Shri Vinit Kedia and Smt. Ekta Sultania, who are independent directors, have submitted declarations that each of them meets the criteria of independence as provided in sub Section (6) of Section 149 of the Act and there has been no change in the circumstances which may affect their status as independent director during the year. In the opinion of the Board, the independent directors possess appropriate balance of skills, experience and knowledge, as required.

AUDIT COMMITTEE

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

VIGIL MECHANISM

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:// shreeharichemicals.in/policies.aspx.

POLICY ON DIRECTORS APPOINTMENT 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://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 policy of 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 loss of the Company for that 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 systems were 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 that the Company s internal financial controls were adequate and effective during the financial year 2017-18.

The internal auditor also regularly reviews the adequacy of internal financial control system.

DETAILS OF SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES

The Company does not have any subsidiaries/ joint ventures/ associates.

EXTRACT OF ANNUAL RETURN

As provided under sub Section (3) of Section 92 of the Act, the extract of annual return is enclosed, which forms part of the directors report as Annexure I.

AUDITORS

As per the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. G. D. Singhvi & Co., Chartered Accountants were appointed as Statutory Auditors of the Company for a period of five years from the conclusion of the Thirtieth annual general meeting to the conclusion of the Thirty-fifth annual general meeting to be held in the year 2022, subject to ratification by shareholders at each annual general meeting. However in terms of the Notification issued by the Ministry of Corporate Affairs dated May 7, 2018, the proviso requiring ratification of the Auditors appointment by the shareholders at each annual general meeting has been omitted. Accordingly, the ratification of appointment of Statutory Auditors would not be required at the annual general meeting and M/s. G. D. Singhvi & Co., Chartered Accountants would continue to act as the statutory auditors of the Company for five years upto the conclusion of the Thirty-fifth annual general meeting to be held in the year 2022.

COST AUDIT

The Board of Directors have appointed M/s. B. F. Modi & Associates, Cost Accountants, as Cost Auditors for the financial year 2018-19.

In accordance with the requirement of the Central Government and pursuant to Section 148 of the Act, your Company carries out an annual audit of cost accounts. The due date for filing the Cost Audit Report of the Company for the Financial Year ended March 31, 2017 was September 30, 2017 and the same was filed in XBRL mode by the Cost Auditor on September 27, 2017.

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 2017-2018.

The Secretarial Auditors Report is annexed as Annexure II.

SECRETARIAL STANDARDS

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.

AUDITORS REPORT AND SECRETARIAL AUDITORS REPORT

The auditors report does not contain any qualifications, reservations or adverse remarks in their report.

The Secretarial Audit Report for the financial year ended March 31, 2018 does not contain any qualification, reservation, adverse remark. The reasons for unspent amount of CSR expenditure is explained in the Annual Report on Corporate Social Responsibilities Activities annexed to this report.

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

[Pursuant to Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014]

1. Conservation of energy: a. Steps taken / impact on conservation of energy:

During the year, 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 is in the process of assessing the feasibility of alternative 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 review are: 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 financial year), 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 2017-18
a. Foreign exchange earnings 698.33
b. Foreign exchange outgo 116.20

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 III.

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 judicial authorities that would impact the going concern status of the Company and its future operations.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company had not given any loans or guarantees or made investments pursuant to the provisions of Section 186 of the Companies Act, 2013 during the financial year 2017-18.

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 actions on a continuing basis.

CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the corporate social responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure IV of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. The policy is available on http://shreeharichemicals.in./policies.aspx.

RELATED PARTY TRANSACTIONS

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 V.

EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

An annual evaluation of the Board own performance, Board committees and individual directors 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, PROHIBITION AND REDRESSAL) ACT, 2013

The Company 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 under this policy.

The Company has not received any complaint of sexual harassment during the financial year 2017-18.

LISTING FEES

The Company has paid the listing fees to BSE Limited for the financial year 2018-2019.

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://shreeharichemicals.in/ policies.aspx

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

As per the Listing Regulations, the Corporate Governance Report, Management Discussion and Analysis Report, and the Auditor s Certificate regarding compliance with conditions of Corporate Governance, forms part of the Annual Report.

ACKNOWLEDGEMENT

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment.

The Board place on record its appreciation for the support and co-operation from its suppliers, distributors, retailers, business partners and others associated with it as its trading partners.

Your Directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

For and on behalf of the Board
Place: Mumbai BANKESH CHANDRA AGRAWAL
Date: 19th May, 2018 Chairman & Executive Director
DIN: 00121080