[Pursuant to Section 134(3) of the Companies Act, 2013]
To The Members, SHREE HARI CHEMICALS EXPORT LIMITED
The Directors have pleasure in presenting the Twenty Ninth Annual Report together with the Statement of Accounts for the year ended on March 31, 2016:
FINANCIAL RESULTS:
(Rs. in Lakhs)
|
Particulars
|
2015-2016
|
2014-2015
|
|
Sales
|
10096.43
|
13099.69
|
|
PROFIT BEFORE DEPRECIATION & TAX
|
402.06
|
5188.17
|
|
Less:
|
|
|
|
Depreciation
|
307.93
|
332.43
|
|
PROFIT BEFORE TAX
|
94.13
|
4855.74
|
|
Less: Provision for Taxation
|
|
|
|
Current Tax
|
32.00
|
1575.00
|
|
Deferred Tax
|
(50.35)
|
73.34
|
|
Short/excess provision of Income Tax
|
-
|
0.57
|
|
PROFIT AFTER TAX
|
112.48
|
3206.83
|
|
|
|
|
|
Surplus brought forward from Previous Year
|
4429.96
|
1516.52
|
|
|
|
|
|
PROFIT AVAILABLE FOR APPROPRIATION
|
|
|
|
Transfer to General Reserve
|
-
|
160.00
|
|
Proposed Dividend
|
44.46
|
111.16
|
|
Tax on Proposed Dividend
|
9.05
|
22.23
|
|
Surplus Carried Forward
|
4488.93
|
4429.96
|
OPERATIONS:
During the year under review, a sale for the year was Rs. 10096.43 Lakhs as against Rs. 13099.69 Lakhs for the previous year. Profit after tax was Rs.112.48 Lakhs as against Profit of Rs. 3206.83 Lakhs for the previous year. Export earnings were Rs. 689.37 Lakhs as against Rs. 707.59 Lakhs for the previous year.
Profit of the Company declined due to sharp fall in the international price of the products.
TRANSFER TO GENERAL RESERVES
There was no transfer of profits to General Reserve during the year
DIVIDEND
The Board of Directors are pleased to recommend a dividend of Re. 1/- (Rupee one per share i. e. 10 % on 4446300 Equity Shares of Rs. 10/- each for the year 2015-2016.
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 2016 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, please refer to 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.
Shri Kishori Lal Ramuka resigned as Chairman & Executive Director and Director of the Company with effect from July 1, 2016. The Board expresses its appreciation to Shri Kishori Lal Ramuka for the services rendered by him during his tenure with the Company.
Shri Bankesh Chandra Agrawal resigned as Managing Director and appointed as Chairman and Executive Director with effect from July 1, 2016.
Shri Anup Ramuka appointed as an Additional Director of the Company with effect from July 1, 2016. He holds office upto the date of ensuing Annual General Meeting. The Company has received notice along with requisite deposit proposing his canditure for the office of Directorship.
Shri Anup Ramuka also appointed as the Managing Director of the Company for a period of three years with effect from July 1, 2016. The resolution seeking approval of the members for appointment and remuneration of Shri Anup Ramuka has been incorporated in the notice of the ensuing Annual General Meeting of the Company.
Smt. Priyanka Ajmera Company Secretary of the Company, resigned with effect from April 11, 2016.
DECLARATION 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.
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 web link 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 2015-16.
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 subsidiary/ 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
M/s. Kailash Chand Jain & Co, Chartered Accountants (ICAI Registration No. 112318W), the Auditors of the Company who would retire at the ensuing Annual General Meeting offer themselves for re-appointment. M/s. Kailash Chand Jain & Co, Chartered Accountants, the existing auditors have furnished a certificate, confirming that if re-appointed for the financial year 2016-2017 their re-appointment will be in accordance with Section 139 read with Section 141 of the Companies Act, 2013.
You are requested to appoint Auditors and to fix their remuneration.
COST AUDIT
As per Section 148 and other applicable provisions of the Companies Act, 2013, the Board of Directors based on the recommendation of the Audit Committee had appointed M/s. B. F. Modi & Associates, Cost Accountants, as Cost Auditors to carry out the audit of the Cost Records of the Company for the Financial
Years 2015-16. M/s. B. F. Modi & Associates, Cost Accountants, have also been appointed as Cost Auditors to carry out the audit of the Cost Records of the Company for the Financial Year 2016-17. The necessary resolution for seeking ratification of payment of remuneration to them is included in the notice of the ensuing annual general meeting.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013, M/s. Parikh Parekh & Associates, Practicing Company Secretaries were appointed as the Secretarial Auditors for auditing the secretarial records of the Company for the financial year 2015-2016.
The Secretarial Auditors Report is annexed as Annexure II.
AUDITORS REPORT AND SECRETARIAL AUDITORS REPORT
The auditor s report does not contain any qualifications, reservations or adverse remarks.
The Secretarial Audit Report for the financial year ended March 31, 2016 do 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 utilizing alternate sources of energy including waste generated:
The Company is planning to set a Solar Power Plant in order to minimize the cost of electrical consumption.
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: Not Applicable
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
|
2015-16
|
|
a.
|
Foreign exchange earnings
|
689.37
|
|
b.
|
Foreign exchange outgo
|
1015.95
|
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 AUTHORITY
The Company had received a notice vide letter dated 17th June, 2015, from the Regional Officer, Mahad, Maharashtra Pollution Control Board ("Board") directing to close the manufacturing activities of the company s factory and hence manufacturing activities were closed. However, the same was restarted vide order dated 10th July, 2015 received from the said Board.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The Company has not given any loans or guarantees or made investments during the year ended March 31, 2016.
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 Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which is approved by the Board. The CSR policy of the Company is placed on the website of the Company web link http://www. Shreeharichemicals.in/policies. aspx.
In accordance with the provisions of Section 135 of the Companies Act, 2013, an abstract on Company s CSR activities is furnished as Annexure IV.
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.
|
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 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.
LISTING AGREEMENT AND LISTING FEES
The Company has entered into Listing Agreement with BSE Limited in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has paid the listing fees to BSE Limited for the year 2016-2017.
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 www. 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 convey their gratitude to the State Bank of India and every official, customers, suppliers, other associates of the company for their continued assistance and support. The Directors also wish to place on record their appreciation of the hard work put in by the staff of the Company. The Directors are also grateful to you, the Shareholders, for the confidence you continue to repose in the Company.
For and on behalf of the Board
Place: Mumbai Bankesh Chandra Agrawal
Date: 1st August, 2016 Chairman & Executive Director
|