To The Members,
SHREE HARI CHEMICALS EXPORT LIMITED
The Directors have pleasure in presenting the Thirty-Eighth Annual
Report together with the Audited Financial Statements of the Company for the financial
year ended on March 31,2025.
FINANCIAL RESULTS:
The summary of financial performance of the Company for the year under
review is given below:
(Rs. in Lakhs)
| Particulars |
Standalone |
Consolidated |
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
| Revenue from Operations |
14119.58 |
13832.64 |
14119.58 |
|
| Other Income |
87.12 |
435.54 |
87.12 |
|
| Profit/ (Loss) Before Depreciation & Tax |
910.25 |
549.44 |
907.61 |
|
| Less: Depreciation |
214.76 |
227.77 |
214.76 |
|
| Profit/(Loss) Before Tax |
695.49 |
321.67 |
692.85 |
|
| Less: Provision for Taxation |
- |
- |
- |
N.A. |
| Current Tax |
- |
- |
- |
|
| Deferred Tax |
183.10 |
92.20 |
183.10 |
|
| Short/Excess provision of Income Tax |
- |
- |
- |
|
| Profit/(Loss) After Tax |
512.40 |
229.46 |
509.75 |
|
| Other Comprehensive Income |
3.14 |
5.04 |
3.14 |
|
| Total Comprehensive Income for the Year |
515.54 |
234.50 |
512.89 |
|
OPERATIONS/ STATE OF COMPANY'S AFFAIRS
During the year under review, revenue from operations were Rs. 14119.58
Lakhs as against Rs. 13832.64 Lakhs during the corresponding previous year resulting in a
profit of Rs. 512.39 Lakhs as against profit of Rs. 229.46 Lakhs for the previous year.
The Company has prepared consolidated financial statements
incorporating the accounts of Shakambhari Dyechem Private Limited and Shakambhari Chemtech
Private Limited, wholly owned subsidiaries of the Company which were incorporated on April
24, 2024 and March 02, 2025 respectively. However, there were no operations in the
aforesaid subsidiaries and hence, there is no impact on the consolidated financial
statements under review.
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 2024-25.
ZERO COUPON COMPULSORILY CONVERTIBLE DEBENTURES
The Board of Directors at its meeting held on August 28, 2024 and the
shareholders at the Annual General Meeting held on September 27, 2024 had approved the
issue of upto 18,66,580 Zero Coupon Compulsorily Convertible Debentures ("CCDs")
of face value Rs.79/- each, aggregating to Rs. 14,74,59,820/- (Rupees Fourteen Crores
Seventy-Four Lakhs Fifty-Nine Thousand Eight Hundred and Twenty only), convertible into
18,66,580 Equity Shares of the Company of face value Rs.10/- each at a premium of Rs.69/-
per share, in one or more tranches on a preferential basis to the allottees belonging to
promoter and/or promoter group. The said CCDs were allotted on November 15, 2024 by the
Committee of Directors.
Further, the Committee of Directors at its meeting held on March 15,
2025 had allotted 4,86,140 Equity Shares upon conversion of equal number of CCDs one of
the allottee. The listing approval for the aforementioned Equity Shares is awaited from
BSE Limited.
MATERIAL CHANGES AND COMMITMENTS OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR AND DATEOFTHEREPORT
There have been no other material changes and commitments, affecting
the financial position of the Company, which have occurred between the end of the
financial year dated 31st March, 2025 and the date of the report.
NUMBER OF MEETINGS OF BOARD OF DIRECTORS
7 (Seven) 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 Sarthak Agarwal (DIN: 03613314) and Shri Nihit Agarwal (DIN:
07586882), Directors of the Company, retires at the ensuing Annual General Meeting ('AGM')
and being eligible offers themselves for re-appointment.
Shri Rajkumar Dayma (DIN: 02421337), Smt. Varsha Agarwal (DIN:
10712890) were appointed as 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 Independent Director of the Company for a period of five years with effect from
August 28, 2024. Their appointment was approved at the 37th AGM of the Company held on
September 27, 2024.
Shri Vikas Agarwal (DIN: 00089659) was appointed as a Director of the
Company with effect from August 12, 2024. His appointment was approved at the 37th AGM of
the Company held on September 27, 2024.
Based on the recommendations of Nomination and Remuneration Committee,
the Board of Directors at their meeting held on March 25, 2025 appointed Shri Prashant
Bhandarkar (DIN: 02949193) as an Additional Director and an Independent Director on the
Board of the Company, not liable to retire by rotation, for a period of five years w.e.f.
March 25, 2025 to March 24, 2030, subject to the approval of the shareholders. The said
appointment was approved by members of the Company by Special Resolution through Postal
Ballot on June 04, 2025.
Based on the recommendations of Nomination and Remuneration Committee,
Shri Sanjay Kedia (DIN: 08556924) was re-appointed as Whole time Director of the Company
for a period of three years with effect from November 08, 2025 at the meeting of the Board
of Directors of the Company held on May 29, 2025, 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 the ensuing AGM.
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.
During the year, Shri Vrijanand Gupta (DIN: 00042271) and Smt. Ekta
Sultania (DIN: 07134485) retired upon completion of their term of office as Independent
Directors of the Company on September 04, 2024 and March 25, 2025 respectively and ceased
to be the Independent Directors of the Company thereafter. The Board recorded the sincere
appreciation of valuable services rendered by them during their tenure as Independent
Directors of 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
(Resigned w.e.f. May 31,2025)
Ms. Sushmita Sonavane, Company Secretary & Compliance Officer
(Appointed w.e.f. August 13, 2025) 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:
https://shreeharichemicals.in/policies
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 https://shreeharichemicals.in/policies
.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 2024-25.
The internal auditor also regularly reviews the adequacy of internal
financial control system.
DETAILS OF SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES
During the year, the Company has incorporated following wholly-owned
subsidiaries:
• Shakambhari Dyechem Private Limited on April 24, 2024
• Shakambhari Chemtech Private Limited on March 02, 2025 (yet to
commence business as on the date of the report)
A Statement in Form AOC-1 containing the salient features of the
financial statements of the aforementioned subsidiaries forms part of the Annual Report.
The Audited Consolidated Financial Statements of the Company for the
financial year ended March 31, 2025, consisting of operations of the Company and its
subsidiaries have been attached with Annual Report.
The Company will also make these documents available upon request by
any Member of the Company interested in obtaining copy of the same. The separate audited
financial statements for financial year ended March 31, 2025 in respect of Shakambhari
Dyechem Private Limited and Shakambhari Chemtech Private Limited are also available on the
website of the Company at https://shreeharichemicals.in/annualreports
As required under Regulation 16(1) (c) of the Listing Regulations, the
Company has formulated the Policy on Materiality of Subsidiaries and the same is available
on the website of the Company at https://shreeharichemicals.in/policies . The
Company does not have any material subsidiary as on the date of the report.
The Company does not have any Joint Ventures / Associates.
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, 2025 is uploaded on the website of the Company at https://shreeharichemicals.in/annualreturn
STATUTORY AUDITORS AND THEIR REPORT
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 2025-26.
The Statutory 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 to the Board of Directors.
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 2025-26.
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 2024-25.
The Secretarial Auditors' Report is annexed as Annexure I. The
Secretarial Auditor's report does not contain any qualifications, reservations or adverse
remarks.
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. The company is setting-up additional 1.85 MW Solar
Power.
c. The Capital invested on energy conservation equipment: Rs. 160 Lakhs
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 |
2024-25 |
| a. Foreign exchange earnings |
- |
| b. Foreign exchange 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.
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 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 |
2024-25 |
| a. Loans |
- |
| b. Investments |
10.00 |
| c. Guarantees/ Securities |
- |
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 2024-25. 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 https://shreeharichemicals.in/policies .
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:
| 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 2024-25.
The company has complied with the provisions relating to the Maternity
Benefit Act, 1961.
LISTING FEES
The Company has paid the listing fees to BSE Limited for the financial
year 2025-26.
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
CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS
REPORT
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 extend their sincere gratitude to the Government of
India, the State Governments, and the respective departments for their continued
cooperation. We also thank our bankers, stakeholders, and all value chain partners for
their ongoing support. Above all, we deeply appreciate our esteemed customers for their
trust and patronage.
The Board places on record its appreciation for the commitment,
resilience, and hard work demonstrated by the employees of the Company. Their efforts,
especially amid challenging business conditions, enable the Company to grow stronger and
achieve continued progress.
|
For and on behalf of the Board |
|
BANKESH CHANDRA AGRAWAL |
|
Chairman & Managing Director |
| Place: Mumbai |
DIN:00121080 |
| Date: August 13, 2025 |
|
