Shree Hari Chemicals Export Ltd Directors Report

To

The Members,

SHREE HARI CHEMICALS EXPORT LIMITED

The Directors have pleasure in presenting the Thirty-Seventh Annual Report together with the Audited Financial Statements of the Company for the financial year ended on March 31, 2024.

FINANCIAL RESULTS:

The summary of financial performance of the Company for the year under review is given below:

(Rs. in Lakhs)

Particulars	2023-2024	2022-2023
Revenue from Operations	13832.64	10272.83
Other Income	435.54	79.71
Profit/ (Loss) Before Depreciation & Tax	549.44	-2432.43
Less: Depreciation	227.77	212.48
Profit/(Loss) Before Tax	321.67	-2644.91
Less: Provision for Taxation
Current Tax	-	-
Deferred Tax	92.20	-664.70
Short/Excess provision of Income Tax	-	-
Profit/(Loss) After Tax	229.46	-1980.21
Other Comprehensive Income	5.04	19.27
Total Comprehensive Income for the Year	234.50	-1960.94

OPERATIONS/ STATE OF COMPANY’S AFFAIRS

During the year under review, revenue from operations were Rs. 13832.64 Lakhs as against Rs. 10272.83 Lakhs during the corresponding previous year resulting in a profit of Rs. 234.50 Lakhs as against loss of Rs. 1960.94 Lakhs for the previous year.

TRANSFER TO GENERAL RESERVES

There was no transfer of amount to General Reserve.

DIVIDEND

With a view to conserve resources and to maintain sufficient funds for working capital requirements, your directors do not recommend any dividend for the financial year 2023-24.

ISSUE OF ZERO COUPON COMPULSORILY CONVERTIBLE DEBENTURES ON PREFERENTIAL BASIS

The Board of Directors at its meeting held on August 28, 2024 had approved the issue of upto 18,66,580 (Eighteen Lakhs Sixty Six Thousand Five Hundred and Eighty ) Zero Coupon Compulsorily Convertible Debentures (“CCDs”) convertible into 18,66,580 Equity Shares of the Company on a preferential basis subject to the approval of the members. The resolution seeking approval for the same have been incorporated in the notice of the ensuing AGM.

MATERIAL CHANGES AND COMMITMENTS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT

There have been no other 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, 2024 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 financial 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

Appointments and Cessations:

Shri Sanjay Kedia (DIN: 08556924), Director of the Company, retires at the ensuing Annual General Meeting (‘AGM’) and being eligible offers himself for re-appointment.

Shri Bankesh Chandra Agrawal (DIN: 00121080) was re-appointed as Chairman & Managing Director, 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. Their appointment and remuneration was approved at the 36th AGM of the Company held on September 27, 2023.

Based on the recommendations of Nomination and Remuneration Committee, Shri Rajkumar Dayma (DIN: 02421337), Smt. Varsha Agarwal (DIN: 10712890) were appointed as Additional Directors and Independent Directors of the Company for a period of five years with effect from August 12, 2024 and Shri Sanjay Gupta (DIN: 00967394) was appointed as an Additional Director and Independent Director of the Company for a period of five years with effect from August 28, 2024.

The aforesaid Additional Independent Directors were appointed subject to the approval by members at the general meeting. The resolutions seeking approval of the members for their appointment have been incorporated in the notice of the ensuing AGM.

In the opinion of the Board, Shri Rajkumar Dayma, Smt. Varsha Agarwal and Shri Sanjay Gupta, Independent Directors have the integrity, requisite expertise and experience to be appointed as Independent Directors.

Based on the recommendations of Nomination and Remuneration Committee, Shri Vikas Agarwal (DIN: 00089659) was appointed as an Additional Director of the Company with effect from August 12, 2024. The resolution seeking approval of the members for his appointment as a Non-Executive Director has been incorporated in the notice of the ensuing AGM.

None of the Directors of the Company resigned during the financial year 2023-24. Shri Parag Agrawal resigned as an Independent Director of the Company with effect from June 20, 2024 to give more time and attention to his own business. The Board placed on record his sincere appreciation for the contributions made by him during his tenure in the Company.

Key Managerial Personnel (‘KMP’):

In terms of the provisions of Sections 2(51) and 203 of the Act, the following are the KMPs of the Company: Shri Bankesh Chandra Agrawal, Chairman & Managing Director Shri Sarthak Agarwal, Whole Time Director Shri Nihit Agarwal, Whole Time Director Shri Sanjay Kedia, Whole Time Director & CFO

Ms. Urvashi Pandya, Company Secretary & 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) 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 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 to discharge their duties.

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 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 2023-24.

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

DETAILS OF SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES

The Company did not have any subsidiaries/ joint ventures/ associates as on 31st March, 2024. However, the Company has incorporated Shakambhari Dyechem Private Limited as a wholly-owned subsidiary on April 24, 2024.

ANNUAL RETURN

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, 2024 is uploaded on the website of the Company at http://www.shreeharichemicals.in/annualreturn.aspx

STATUTORY AUDITORS

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 2024-25.

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. V. B. Modi & Associates, Cost Accountants, as Cost Auditors for the financial year 2024-25.

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 2023-24.The Secretarial Auditors’ Report is annexed as

Annexure I.

STATUTORY AUDITORS’ REPORT AND SECRETARIAL AUDITORS’ REPORT

The Statutory Auditors’ report and Secretarial Auditor’s 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 to the Board of Directors.

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.

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 has successfully started 1.5 MW solar power plant as an alternate and natural source of energy.

c. The Capital 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 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	2023-24
a. Foreign exchange earnings	336.68
b. Foreign exchange outgo	Nil

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.

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 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	2023-24
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 actions on a continuing basis.

CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of Section 135 of the Companies Act, 2013 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 2023-24. Hence, the Annual Report on CSR does not form part of this Report. 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 III.

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.	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 under this policy.

The Company has not received any complaint of sexual harassment during the financial year 2023-24.

LISTING FEES

The Company has paid the listing fees to BSE Limited for the financial year 2024-25.

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 Auditor’s Certificate thereon and the Management Discussion and Analysis Report, forms part of this Annual Report.

ACKNOWLEDGEMENT

The Directors thank the Government of India, Governments of various States in India, , and concerned departments for their co-operation and also banks, shareholders, and all value chain partners for their continued support. We are grateful to our esteemed customers for their trust and patronage.

Your Directors record their appreciation for the dedication and hard work put in by employees of the Company in challenging business conditions, which has enabled the Company to continue to grow stronger

	For and on behalf of the Board
	BANKESH CHANDRA AGRAWAL
	Chairman & Managing Director
	DIN: 00121080
Place: Mumbai
Date: August 28, 2024