Shree Hari Chemicals Export Ltd Directors Report.

To

The Members,

SHREE HARI CHEMICALS EXPORT LIMITED

The Directors have pleasure in presenting the Thirty-Second Annual Report together with the Statement of Accounts for the year ended on March 31, 2019.

FINANCIAL RESULTS : (Rs. in Lakhs)

Particulars 2018-2019 2017-2018
Revenue from Operations 5052.13 5463.74
Other Income 147.59 138.44
Profit/ (Loss) Before Depreciation & Tax 133.98 837.30
Less: Depreciation 287.44 365.56
Profit/(Loss) Before Tax (421.42) (1202.86)
Less: Provision for Taxation
Current Tax - -
Deferred Tax (64.35) (445.19)
Short/excess provision of Income Tax 0.15 117.90
Profit/(Loss) After Tax (357.23) (875.56)
Other Comprehensive Income 7.47 2.08
Total Comprehensive Income for the Year (364.70) (873.48)

OPERATIONS/ STATE OF COMPANY S AFFAIRS

During the year under review, Sales were Rs. 5052.13 Lakhs as against Rs. 5463.74 Lakhs during the corresponding previous year resulting in a Loss of Rs. 364.70 Lakhs as against loss of Rs. 873.48 Lakhs for the previous year. Export earnings were Rs. 722.86 Lakhs as against Rs. 698.33 Lakhs during the corresponding previous year.

TRANSFER TO GENERAL RESERVES

There was no transfer to General Reserve.

DIVIDEND

In view of the loss, your directors do not recommend dividend on the equity shares of the Company for the financial year 2018-2019.

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, 2019 and the date of the report.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

5 (Five) 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 Bankesh Chandra Agrawal, Director of the Company, retires at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Shri Bankesh Chandra Agrawal, re-appointed as Whole Time Director designated as Chairman and Executive Director for three years with effect from July 01, 2019 at the meeting of the Board of Directors of the Company held on May 17, 2019 subject to the approval of members. The resolution seeking approval of the members for his appointment and remuneration has been incorporated in the notice of the ensuing Annual General Meeting (AGM).

Shri Anup Ramuka was re-appointed as Managing Director for three years with effect from July 01, 2019 at the meeting of the Board of Directors of the Company held on May 17, 2019 subject to the approval of members. The resolution seeking approval of the members for his appointment and remuneration has been incorporated in the notice of the ensuing AGM.

Shri Rajesh Saini was appointed as an Additional Director of the Company with effect from March 01, 2019. He holds office upto the date of ensuing AGM. He was also appointed as Whole Time Director of the Company for a period of three years with effect from March 01, 2019. The resolution seeking approval of the members for his appointment and remuneration has been incorporated in the notice of the ensuing AGM.

Shri Virjanand Gupta, Shri Arvind Chirania and Shri Vinit Kedia were appointed as an Independent Directors at the Twenty Seventh AGM held on September 05, 2014 for a period of five years with effect from September 05, 2014. Based on the recommendation of the Nomination and Remuneration Committee, their reappointment for a second term of five years is proposed at the ensuing AGM for the approval of the Members by way of special resolution.

Smt Ekta Sultania was appointed as an Independent Director at the Twenty Eighth AGM held on September 23, 2015 for a period of five years with effect from March 26, 2015. Based on the recommendation of the Nomination and Remuneration Committee, her re-appointment for a second term of five years is proposed at the ensuing AGM for the approval of the Members by way of special resolution.

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) of the Companies Act, 2013 ( the Act ) along with Rules framed thereunder and Regulation 16(1)(b) of the 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 of the Company.

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://www.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://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 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 Profit & 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 2018-19.

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 Board s Report as Annexure I in the prescribed Form No. MGT-9. The same is available on http://www.shreeharichemicals.in/annualreturn.aspx

AUDITORS

As per the provisions of Section 139 of the Act 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 AGM to the conclusion of the Thirty-Fifth

AGM to be held in 2022, subject to ratification by shareholders at each AGM. 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 AGM has been omitted. Accordingly, the ratification of appointment of Statutory Auditors would not be required at the AGM.

The Statutory Auditors have confirmed that they are not disqualified to act as Auditors and are eligible to hold office as Statutory Auditors of the Company for the financial year 2019-20.

COST AUDIT

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. B. F. Modi & Associates, Cost Accountants, as Cost Auditors for the financial year 2019-2020.

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 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 2018-2019.

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. As regards observation made by Secretarial Auditor in their Report for the financial year ended March 31, 2019 are self-explanatory.

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

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

During the year, the Company continued to make efforts to prevent wasteful 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 2018-19
a. Foreign exchange earnings 722.87
b. Foreign exchange outgo 54.78

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 2018-19.

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://www.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. No. Per for mance Performance evaluation evaluation of performed by Criteria
1 Each Individual Nomination and directors 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 Entire Board of Directors 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 All directors committees and individual 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 Committeeand 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 2018-19.

LISTING FEES

The Company has paid the listing fees to BSE Limited for the financial year 2019-2020.

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 SEBI Listing Regulations, the Corporate Governance Report with Auditor s Certificate thereon and the Management Discussion and Analysis Report, forms part of this Annual Report.

ACKNOWLEDGEMENT

The Directors thank the Company s employees, customers, vendors and investors for their continuous support.

The Directors also thank the Government of India, Governments of various states in India, and concerned Government departments and agencies for their co-operation.

The Directors appreciate and value the contribution made by every member of the Shree Hari family.

For and on behalf of the Board
Place: Mumbai BANKESH CHANDRA AGRAWAL
Date: 17th May, 2019 Chairman & Executive Director
ANNEXURE I DIN: 00121080