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Directors Report of Sharda Cropchem Ltd.
Mar 31, 2025
The Board of Directors are pleased to submit the report of the business and operations of your Company ("the Company" or
"Sharda Cropchem Limited"), along with the audited financial statements, for the financial year ended 31 March, 2025. The
consolidated performance of the Company and its subsidiaries has been referred to wherever required.
FINANCIAL PERFORMANCE:
|
Particulars |
Standalone |
Consolidated |
||
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
|
|
Revenue from operations |
3,66,109.98 |
2,60,266.68 |
4,31,985.30 |
3,16,302.45 |
|
Other income |
17,476.41 |
27,078.59 |
5,953.45 |
5,976.22 |
|
Total Income |
3,83,586.39 |
2,87,345.27 |
4,37,938.75 |
3,22,278.67 |
|
Expenses excluding interest, depreciation and amortisation |
3,21,747.74 |
2,42,962.97 |
3,72,427.89 |
2,88,016.44 |
|
Earnings before interest, tax, depreciation and amortisation |
61,838.65 |
44,382.30 |
65,510.85 |
34,262.23 |
|
Finance Cost |
93.63 |
169.58 |
210.58 |
361.89 |
|
Depreciation and amortisation expenses |
27,461.19 |
26,707.83 |
27,466.39 |
26,713.18 |
|
Profit before tax (PBT) |
34,283.83 |
17,504.89 |
37,833.89 |
7,187.16 |
|
Tax Expense |
6,910.19 |
3,828.60 |
7,392.13 |
3,996.54 |
|
Net Profit for the year |
27,373.64 |
13,676.29 |
30,441.76 |
3,190.62 |
|
Other Comprehensive Income |
6.90 |
(11.26) |
1,435.82 |
54.99 |
|
Total Comprehensive Income |
27,380.54 |
13,665.03 |
31,877.58 |
3,245.61 |
|
*Adjusted EBITDA |
52,992.77 |
21,026.49 |
68,155.70 |
31,810.99 |
STANDALONE AND CONSOLIDATED FINANCIAL
STATEMENTS
The standalone and consolidated financial statements of
your Company have been prepared in accordance with the
Indian Accounting Standards (''Ind ASâ) as notified under
the Companies (Indian Accounting Standards) Rules, 2015,
as amended. The financial highlights and the results of the
operations, including major developments have been further
discussed in detail in the Management Discussion and
Analysis Report.
Further, a statement containing the salient features of the
financial statements of our subsidiaries pursuant to sub¬
section 3 of Section 129 of the Companies Act, 2013 in the
prescribed form AOC-1 is appended as Annexure 1 to the
Boardâs report. The statement also provides the details of
performance and the financial positions of each of the
subsidiaries.
OPERATIONAL PERFORMANCE & FUTURE OUTLOOK:
The Companyâs consolidated revenue from
operations increased by 36.58% on YoY basis from
'' 3,16,302.45 Lakhs to '' 4,31,985.30 Lakhs in 2024-25. The
Company has 2,964 product registrations as on 31 March,
2025.
EBITDA for FY 2024-25 stood at '' 68,155.70 Lakhs showing
substantial growth of 114% on YoY basis. EBITDA margin
stood at 15.8%. PAT for FY 2024-25 stood at '' 30,441.76
Lakhs showing remarkable growth of 854% as compared to
last year.
The Company shall continue to focus on investment in
product registrations in developed countries and high growth
agricultural driven economies. Your Company strongly
believes that the future of agrochemicals business lies in
obtaining early product registrations due to the high entry
barrier for new entrants. The Company has also invested
'' 420 Cr on product registrations during the financial year
2024-25.
CHANGE IN NATURE OF BUSINESS:
There is no change in the business activity of the Company.
The Company continue to focus on agrochemicals & non¬
agrichemical business.
MATERIAL CHANGES OR COMMITMENTS:
There are no material changes or commitments that took
place after the closure of 2024-25 till date which will have
any material or significant impact on the financials of the
Company.
TRANSFER TO RESERVE:
The Company does not propose to transfer amounts to the
general reserves.
DIVIDEND:
During the year, the Board of Directors declared an Interim
Dividend of 3.00 per share in their meeting dated 24 January,
2025 on the paid-up equity shares of the Company. The
aggregate gross amount of Interim Dividend Distributed is
'' 2,706.61 Lakhs subject to TDS as applicable. The Directors
have recommended a final dividend of '' 6.00 per share on
the paid-up equity shares of the Company for the Financial
Year ended 31 March, 2025 which, if approved at the ensuing
Annual General Meeting of the Company, will be paid to all
those equity shareholders of the Company whose names
appear in the register of members as on the record date.
The dividend on equity shares, if approved by the members,
would involve a cash outflow of '' 5,413.23 Lakhs, subject to
TDS as applicable.
TRANSFER TO INVESTOR EDUCATION AND
PROTECTION FUND (IEPF):
Pursuant to Sections 124 and 125 of the Act read with
the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF
Rules"), dividend, if not claimed for a period of seven years
from the date of transfer to Unpaid Dividend Account of the
Company, are liable to be transferred to IEPF.
Further, all the shares in respect of which dividend has
remained unclaimed for seven consecutive years or more
from the date of transfer to unpaid dividend account shall
also be transferred to IEPF Authority. The said requirement
does not apply to shares in respect of which there is a
specific order of Court, Tribunal or Statutory Authority,
restraining any transfer of the shares.
The Company sends periodical reminders to the
shareholders to claim their dividends in order to avoid
transfer of dividends/shares to IEPF Authority. Notices in this
regard are also published in the newspapers and the details
of unclaimed dividends and shareholders whose shares are
liable to be transferred to the IEPF Authority, are uploaded
on the Companyâs website https://shardacropchem.com/
unclaimed-unpaid-dividend/
In light of the aforesaid provisions, the Company has
transferred the unclaimed dividends outstanding from last
seven consecutive years to IEP Account. Further, shares
of the Company in respect of which dividend has not been
claimed for seven consecutive years or more from the date
of transfer to unpaid dividend account, have also been
transferred to the demat account of IEPF Authority.
The details of unclaimed dividends and shares transferred to
IEPF during 2024-25 are as follows:
|
Financial year |
Amount of unclaimed |
Number of shares |
|
2016-17 |
51,008 |
180 |
|
2017-18 |
37,144 |
47 |
|
Total |
88,152 |
227 |
DIVIDEND DISTRIBUTION POLICY:
The Dividend Distribution Policy, in terms of Regulation 43A of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("LODR") is available on the website of the
Company viz.: https://shardacropchem.com/wp-content/
uploads/2025/05/Dividend_Distribution_Policy.pdf
PRESERVATION OF DOCUMENTS & ARCHIVAL POLICY:
The Company has adopted a Preservation of Documents
and Archival Policy for preservation of documents as defined
under Regulation 9 of the SEBI Regulations. The said policy
is available on the website of the Company viz. https://
shardacropchem.com/wp-content/uploads/2025/05/
Policy_on_Preservation_of_Documents_Archival_Policy.pdf
SHARE CAPITAL:
The paid-up equity share capital of the Company as on
31 March, 2025 was '' 9,022.05 Lakhs. During the year
under review, the Company has not issued any shares. The
Company has not issued shares with differential voting
rights. It has neither issued employee stock options nor
buy-back nor sweat equity shares and does not have any
scheme to fund its employees to purchase the shares of the
Company.
During the year, none of the promoters acquired / sold any
shares of the Company.
DEPOSITS:
The Company has not accepted / invited deposits from
the public falling within the ambit of Section 73 of the
Companies Act, 2013 and The Companies (Acceptance of
Deposits) Rules, 2014.
SUBSIDIARY COMPANIES:
SUBSIDIARY COMPANIES - DIRECT
Indian Subsidiary
Axis Crop Science Private Limited, India
Axis Crop Science Private Limited is engaged in
marketing and distribution of agrochemicals in India.
For the year ended 31 March, 2025, the Companyâs
total income is '' 999.47 Lakhs (Previous year:
'' 882.44 Lakhs) and Profit for the year is '' 110.49 Lakhs
(Previous year: '' 53.17 Lakhs).
OVERSEAS SUBSIDIARIES
Sharda Cropchem Espana, S.L., Spain
Sharda Cropchem Espana, S.L. is engaged in the business of
distribution of agrochemical products in Spain and abroad.
For the year ended 31 March, 2025, the Companyâs total
income is '' 32,467.25 Lakhs (Previous year: '' 27,397.95
Lakhs) and Profit for the year is '' 726.86 Lakhs (Previous
year: '' 387.19 Lakhs).
Sharda Hungary Kft, Hungary
Sharda Hungary Kft is engaged in the business of
dealing in agrochemical products in Hungary and
abroad. For the year ended 31 March, 2025, the
Companyâs total income is '' 10,679.59 Lakhs (Previous
year: '' 7,527.47 Lakhs) and Profit for the year is
'' 149.86 Lakhs (Previous year: Loss of '' 438.90 Lakhs).
Sharda International FZCO, U.A.E.
Sharda International FZCO (Formerly known as Sharda
International DMCC) is engaged in trading in agrochemicals,
conveyor belts and chemicals in UAE and abroad. For the
year ended 31 March, 2025, the Companyâs total income
is '' 55,268.53 Lakhs (Previous year: '' 52,408.91 Lakhs)
and Profit for the year is '' 12,642.59 Lakhs (Previous year:
'' 11,817.59 Lakhs).
Sharda Italia SRL, Italy
Sharda Italia SRL is engaged in the business of dealing in
agrochemical products in Italy. For the year ended 31 March,
2025, the Companyâs total income is '' 19,873.85 Lakhs
(Previous Year: '' 10,931.89 Lakhs) and Profit for the year is
'' 390.85 Lakhs (Previous year: '' 203.11 Lakhs).
Sharda Poland SP. ZO.O, Poland
Sharda Poland SP ZO.O. is engaged in the business of
distribution of agrochemical products in Poland and abroad.
For the year ended 31 March, 2025, the Companyâs total
income is '' 46,305.49 Lakhs (Previous year: '' 17,052.08
Lakhs) and Profit for the year is '' 1,556.35 Lakhs (Previous
year: '' 178.07 Lakhs).
Sharda Private (Thailand) Limited, Thailand
Sharda Private (Thailand) Limited is engaged in the business
of dealing in agrochemical products in Thailand. For the
year ended 31 March, 2025, the Companyâs total income is
'' 391.58 Lakhs (Previous Year: '' 446.27 Lakhs) and Loss for
the year is '' 3.99 Lakhs (Previous year: '' 10.88 Lakhs).
Sharda Maroc SARL, Morocco
Sharda Maroc SARL is engaged in the business of dealing in
agrochemical products in Morocco. For the year ended 31
December, 2024, the Companyâs total income is '' 1,582.83
Lakhs (Previous Year: '' 1,663.71 Lakhs) and Profit for the
year is '' 9.91 Lakhs (Previous year: '' 10.07 Lakhs).
Nihon Agro Service Kabushiki Kaisha, Japan
Nihon Agro Service Kabushiki Kaisha is engaged in the
business of dealing in agrochemical products in Japan. For
the year ended 31 March, 2025, there were no operations in
the Company. However, the Loss for the year is '' 0.41 Lakhs
(Previous Year: Loss of '' 0.40 Lakhs).
Sharda Agrochem Dooel Skopje, Macedonia
Sharda Agrochem Dooel Skopje is engaged in the business
of dealing in agrochemical products in Mecedonia. During
the year, there were no operations in the Company.
Sharda Balkan Agrochemicals Limited, Greece
Sharda Balkan Agrochemicals Limited is engaged in the
business of dealing in agrochemical products in Greece.
For the year ended 31 December, 2024, the Companyâs total
income is '' 1.13 Lakhs (Previous Year: '' 1.11 Lakhs) and
Profit for the year is Nil (Previous Year: Nil).
Sharda Costa Rica SA, Costa Rica*
Sharda Costa Rica SA is engaged in the business of dealing
in agrochemical products in Costa Rica. During the year,
there were no operations in the Company.
*M/s. Sharda Costa Rica SA was closed during the financial
year 2024-25.
Sharda Cropchem Israel Limited, Israel
Sharda Cropchem Israel Limited is engaged in the business
of dealing in agrochemical products in Israel. During the
year, there were no operations in the Company.
Sharda Cropchem Tunisia SARL, Tunisia
Sharda Cropchem Tunisia SARL is engaged in the business
of dealing in agrochemical products in Tunisia. For the year
ended 31 December, 2024, the Companyâs total income is Nil
(Previous Year: '' 3.73 Lakhs) and Loss for the year is '' 0.42
Lakhs (Previous Year: Profit of '' 2.55 Lakhs).
Sharda De Guatemala, S.A., Guatemala
Sharda De Guatemala, S.A. is engaged in the business of
dealing in agrochemical products in Guatemala. During the
year, there were no operations in the Company.
Sharda Del Ecuador CIA. Ltda., Ecuador
Sharda Del Ecuador CIA. Ltda. is engaged in the business
of dealing in agrochemical products in Ecuador. For the
year ended 31 December, 2024, Companyâs total income is
'' 96.13 Lakhs (Previous Year: '' 74.30 Lakhs) and there is no
profit in the Company.
Sharda Do Brasil Comercio De Produtos Quimicos E
Agroquimicos Ltda, Brazil
Sharda Do Brasil Comercio De Produtos Quimicos E
Agroquimicos Ltda is engaged in the business of dealing in
agrochemical products in Brazil. During the year, there were
no operations in the Company.
Sharda Dominicana S.R.L., Dominican Republic
Sharda Dominicana S.R.L is engaged in the business of
dealing in agrochemical products in Dominican Republic.
During the year, there were no operations in the Company.
Sharda EL Salvador S. A. DE CV, EL Salvador
Sharda EL Salvador S.A. DE CV is engaged in the business of
dealing in agrochemical products in EL Salvador. During the
year, there were no operations in the Company.
Sharda Peru SAC, Peru
Sharda Peru SAC is engaged in the business of dealing
in agrochemical products in Peru. For the year ended 31
December, 2024, the Companyâs total income is '' 85.00
Lakhs (Previous Year: '' 37.61 Lakhs) and Loss for the year is
'' 1.96 Lakhs (Previous year: Profit of '' 1.28 Lakhs).
Sharda Spain, S.L., Spain*
Sharda Spain, S.L. is engaged in the business of dealing in
agrochemical products in Spain. During the year, there were
no operations in the Company.
*M/s. Sharda Spain S.L. was closed during the financial year
2024-25.
Sharda Swiss SARL, Switzerland
Sharda Swiss SARL is engaged in the business of dealing in
agrochemical products in Switzerland. For the year ended
31 December, 2024, the Companyâs total income is '' 5.75
Lakhs (Previous Year: '' 3.22 Lakhs) and Profit for the year is
'' 2.19 Lakhs (Previous year: Loss of '' 0.13 Lakhs).
Sharda Taiwan Limited, Taiwan
Sharda Taiwan Limited is engaged in the business of dealing
in agrochemical products in Taiwan. During the year, the
Companyâs total income is '' 0.01 Lakhs (Previous Year:
'' 0.01 Lakhs) and Profit for the year is Nil (Previous year:
'' 0.01 Lakhs).
Sharda Ukraine LLC, Ukraine
Sharda Ukraine LLC is engaged in the business of dealing
in agrochemical products in Ukraine. For the year ended
31 December, 2024, the Companyâs total income is '' 9.54
Lakhs (Previous Year: '' 9.42 Lakhs) and Profit for the year is
'' 0.01 Lakhs (Previous year: Loss of '' 0.19 Lakhs).
Sharda USA LLC, USA
Sharda USA LLC is engaged in the business of dealing in
agrochemical products in USA.
Shardacan Limited, Canada
Shardacan Limited is engaged in the business of dealing in
agrochemical products in Canada.
Shardaserb DO.O., Serbia
Shardaserb DO.O. is engaged in the business of dealing in
agrochemical products in Serbia. For the year ended 31
December, 2024, the Companyâs total income is '' 18.77
Lakhs (Previous Year: '' 16.43 Lakhs) and Profit for the year
is '' 0.07 Lakhs (Previous year: '' 0.22 Lakhs).
Sharzam Limited, Zambia*
Sharzam Limited is engaged in the business of dealing in
agrochemical products in Zambia. During the year, there
were no operations in the Company.
SUBSIDIARY COMPANIES - INDIRECT
Sharda Colombia S.A.S., Colombia
Sharda Colombia S.A.S. is engaged in the business of
distribution of agrochemical products in Colombia and
abroad. For the year ended 31 March, 2025, the Companyâs
total income is '' 591.46 Lakhs (Previous year: '' 1,178.72
Lakhs) and Profit for the year is '' 36.46 Lakhs (Previous year:
'' 42.58 Lakhs).
Sharda De Mexico S. De Rl De CV, Mexico
Sharda De Mexico S. De Rl De CV is engaged in the business
of distribution of agrochemical products in Mexico and
abroad. For the year ended 31 March, 2025, the Companyâs
total income is '' 10,119.64 Lakhs (Previous year: '' 9,820.93
Lakhs) and Profit for the year of '' 198.28 Lakhs (Previous
year: '' 36.23 Lakhs).
Sharda International Africa (Pty) Limited, South Africa
Sharda International Africa (Pty) Limited is engaged
in the business of dealing in agrochemical products in
South Africa. For the year ended 31 March, 2025, the
Companyâs total income is '' 4,261.91 Lakhs (Previous
year: '' 3,709.55 Lakhs) and Profit for the year is
'' 136.65 Lakhs (Previous year: '' 70.86 Lakhs).
Euroazijski Pesticide d.o.o., Croatia
Euroazjiski Pesticidi d.o.o. is engaged in the business of
dealing in agrochemical products in Croatia. For the year
ended 31 March, 2025, the Companyâs total income is
'' 98.24 Lakhs (Previous Year: '' 95.19 Lakhs) and Loss for
the year is Nil (Previous year: '' 23.54 Lakhs).
Sharda Benelux BVBA, Belgium
Sharda Benelux BVBA is engaged in the business of
dealing in agrochemical products in Belgium. For the
year ended 31 December, 2024, the Companyâs total
income is Nil (Previous Year: ''1.11 Lakhs) and Loss
for the year is '' 0.12 Lakhs (Previous year: Profit of
'' 0.06 Lakhs).
Sharda Bolivia SRL, Bolivia
Sharda Bolivia SRL is engaged in the business of dealing
in agrochemical products in Bolivia. For the year ended 31
December, 2024, the Companyâs total income is '' 100.60
Lakhs (Previous Year: 43.70 Lakhs) and Loss for the year is
'' 1.03 Lakhs (Previous year Profit of '' 5.78 Lakhs).
Sharda Europe BVBA, Belgium
Sharda Europe BVBA is engaged in the business of dealing
in agrochemical products in Belgium. For the year ended 31
March, 2025, the Companyâs total income is '' 1.07 Lakhs
(Previous Year: '' 3.07 Lakhs) and Loss for the year is '' 0.22
Lakhs (Previous year: Nil).
Sharpar S.A., Paraguay
Sharpar S.A. is engaged in the business of dealing in
agrochemical products in Paraguay. For the year ended 31
December, 2024, the Companyâs total income is Nil (Previous
Year: '' 4.15 Lakhs) and Loss for the year is '' 5.60 Lakhs
(Previous year: '' 1.76 Lakhs).
Siddhivinayak International Limited, U.A.E.
Siddhivinayak International Limited is engaged in the
business of trading and investments in U.A.E. and abroad.
For the year ended 31 March, 2025, the Companyâs total
income is Nil (Previous Year: '' Nil) and Loss for the year is
'' 0.07 Lakhs (Previous year: '' 0.03 Lakhs).
Sharda Agrochem Limited, United Kingdom
Sharda Agrochem Limited is engaged in the business of
dealing in agrochemical products in United Kingdom. During
the year, there were no operations in the Company.
Sharda Impex Trading LLC, U.A.E
Sharda Impex Trading LLC is engaged in the business of
dealing in agrochemical products in UAE and abroad. For the
year ended 31 March, 2025, the Companyâs total income is
'' 87.46 Lakhs (Previous Year: '' 175.76 Lakhs) and Loss for
the year is '' 18.01 Lakhs (Previous year: Profit for '' 82.46
Lakhs).
MATERIAL SUBSIDIARY
The Company does not have any Material Indian Subsidiary
as per the parameters laid down by the Companies Act,
2013. The Policy on Material Subsidiary is uploaded on the
Companyâs website viz. https://shardacropchem.com/wp-
content/uploads/2025/05/Policy-on-Material-Subsidiaries.
pdf
RELATED PARTY TRANSACTIONS
All Related Party Transactions entered into during the
Financial Year were on an armâs length basis and were in
the ordinary course of business. There are no materially
significant Related Party Transactions made by the Company
with Promoters, Directors, Key Managerial Personnel or other
designated persons which may have a potential conflict with
the interest of the Company at large.
All Related Party Transactions are placed before the Audit
Committee. The policy on Related Party Transactions as
approved by the Board is uploaded on the Companyâs
website viz. https://shardacropchem.com/wp-content/
uploads/2025/05/Policy-on-Related-Party-Transactions.
pdf
Since all the Related Party Transactions entered into by the
Company are in the ordinary course of business and on armâs
length basis, Form AOC-2 is not applicable to the Company.
None of the Directors has any pecuniary relationship or
transactions vis-a-vis the Company.
DIRECTORS
As on 31 March, 2025, the Company has Eight (8) Directors
consisting of Four (4) Independent Directors, Three (3)
Executive Directors and One (1) Chairman & Managing
Director.
Appointment / Resignations from the Board of Directors
During the year, based on the recommendation of Nomination
and Remuneration Committee, the Board of Directors &
the Shareholders of the Company has appointed Mr H. S.
Upendra Kamath (DIN: 02648119), Mr Vinod Kumar Kathuria
(DIN: 06662559) & Mr Shalin S. Divatia (DIN: 00749517) as
Non-Executive Independent Directors of the Company for
initial term of 5 (five) years with effect from 10 May, 2024.
During the year, the Company has re-appointed Mrs. Sharda
R. Bubna (DIN: 00136760) at Annual General Meeting dated
09 August, 2024 as she was retiring by rotation and being
eligible, offered herself for re-appointment.
During the year, Mr M. S. Sundara Rajan (DIN: 00169775), Mr
Shitin Desai (DIN: 00009905) & Mr Shobhan Thakore (DIN:
00031788), Non-Executive Independent Directors of the
Company, have completed their second (2) term of 5 years
in the Company on 08 August, 2024 and consequently have
ceased as Directors of the Company w.e.f. 08 August, 2024.
The Company has received declarations from the
Independent Directors confirming that they met with the
criteria of independence as prescribed under Section 149(6)
of the Companies Act, 2013 and under Regulation 16(b) and
Regulation 25 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (hereinafter referred to as
"SEBI Regulations").
Woman Director
The Companyâs Board is represented by two Woman
Directors, Mrs. Sharda R. Bubna and Ms Sonal Desai.
Directors Retiring by Rotation
In accordance with the provision of Section 152 of the
Companies Act, 2013 and Articles of Association of the
Company, Mr Manish R. Bubna (DIN: 00137394), Whole-time
Director of the Company, retires by rotation at the ensuing
Annual General Meeting of the Company and being eligible,
offers himself for re-appointment.
The information of Directors seeking appointment/re-
appointment as required pursuant to Regulation 36(3) of
the SEBI Regulations is provided in the notice covering the
Annual General Meeting of the Company.
None of the Directors on the Board of the Company has been
debarred or disqualified from being appointed or continuing
as directors of Companies by the Securities and Exchange
Board of India, Ministry of Corporate Affairs or any such
statutory authority.
Appointment/Resignation of the Key Managerial Personnel
In terms of Section 2(51) and Section 203 of the Companies
Act, the following are the KMPs of the Company as on 31st
March, 2025:
Mr Ramprakash V. Bubna, Chairman & Managing Director
Mrs Sharda R. Bubna, Whole-time Director
Mr Ashish R. Bubna, Whole-time Director
Mr Manish R. Bubna, Whole-time Director
Mr Shailesh Anant Mehendale, Chief Financial Officer
Mr Jetkin Gudhka, Company Secretary & Compliance Officer
Number of Meetings of the Board
Regular meetings of the Board are held to discuss and
decide on various business policies, strategies and other
businesses.
The Board met Four times during the 2024-25 viz 10 May,
2024, 23 July, 2024, 25 October, 2024 & 24 January, 2025.
Detailed information on the meetings of the Board are
included in the report on Corporate Governance, which
forms part of this Annual Report.
Meeting of Independent Directors
During the year under review, a separate meeting of the
Independent Directors of the Company was held on 24
January, 2025, wherein the performance of the Non¬
Independent Directors and the Board as a whole was
evaluated. The Independent Directors at their meeting also
assessed the quality, quantity and timeliness of flow of
information between the Companyâs management and the
Board of Directors.
COMMITTEES OF THE BOARD:
The Company has several committees which have been
established as a part of the best corporate governance
practices and are in compliance with the requirements of
the relevant provisions of laws and statutes applicable to the
Company.
The Company has following Committees namely:
1. Audit Committee;
2. Nomination and Remuneration Committee;
3. Stakeholdersâ Relationship Committee;
4. Corporate Social Responsibility Committee.
5. Risk Management Committee.
The details with respect to the composition, powers, roles,
terms of reference, etc. of the aforesaid committees are
given in details in the "Report on Corporate Governance" of
the Company which forms part of the Annual Report.
PERFORMANCE EVALUATION OF THE BOARD:
In compliance with the provisions of the Companies Act,
2013 and Regulation 25(4)(a) of the SEBI Regulation, annual
performance evaluation of the Board and its Directors
individually was carried out. Various parameters such
as the Boardâs functioning, composition of its Board and
Committees, execution and performance of specific duties,
obligations and governance were considered for evaluation.
The performance evaluation of the Board as a whole was
carried out by the Independent Directors. The performance
evaluation of each Independent Director was also carried out
by the Board.
There are no observations which are carried by any of the
director on evaluation of Board.
FAMILIARIZATION PROGRAMME FOR THE
INDEPENDENT DIRECTORS:
Pursuant to the SEBI regulations, the Company has worked
out a Familiarisation programme for the Independent
Directors, with a view to familiarise them with their role,
rights and responsibilities in the Company, nature of Industry
in which the Company operates, business model of the
Company, etc.
Through the Familiarisation programme, the Company
apprises the Independent Directors about the business
model, corporate strategy, business plans and operations of
the Company. Directors are also informed about the financial
performance, annual budgets, internal control system,
statutory compliances etc. They are also familiarised
with Companyâs vision, core values, ethics and corporate
governance practices.
Details of Familiarisation programme of Independent
Directors with the Company are available on the website of
the Company https://shardacropchem.com/announcement/
CORPORATE SOCIAL RESPONSIBILITY (CSR):
As required by Section 135 of the Companies Act,
2013, the Company is required to spend '' 7,17,64,185/-
towards CSR activities out of which during the
financial year 2024-25, the Company has spent
'' 7,29,80,181/- towards CSR activities. The Company had
spent more than the amount which is required to pay.
The CSR initiatives taken up by the Company are in the
areas of promoting education, medical relief, eradicating
hunger, empowerment of women, animal welfare, promotion
of Olympic sports and rural development projects. These
projects are in accordance with the activities included in
Schedule VII of the Companies Act, 2013 and the Companyâs
CSR Policy. The Annual Report on CSR activities forms a part
of this Report as Annexure - 2
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an internal control system. All these
controls were operating effectively during the year.
The Company has adequate internal financial controls.
During the year, such controls were tested to find out any
weaknesses in them. Services of professional consultants
were obtained to remove such weaknesses and ensure
robust internal financial controls and to ensure that these
controls are operating effectively.
The Company is complying with all the applicable Indian
Accounting Standards (Ind AS). The accounting records
are maintained in accordance with generally accepted
accounting principles in India. This ensures that the financial
statements reflect true and fair financial position of the
Company.
RISK MANAGEMENT POLICY:
The Company has adopted a Risk Management Policy
wherein all material risks faced by the Company are identified
and assessed. The Risk Management framework defines the
risk management approach of the Company and includes
collective identification of risks impacting the Companyâs
business and documents their process of identification,
mitigation and optimisation of such risks. The Policy is
uploaded on the website of the Company viz.: https://
shardacropchem.com/wp-content/uploads/2025/05/FY-
24-25-Q4-Risk-Management-Policy.pdf
NOMINATION & REMUNERATION POLICY:
The Companyâs Remuneration Policy has been disclosed in
the Report on Corporate Governance which forms part of the
Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS AND
BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT
(BRSR):
The Management Discussion and Analysis Report & the
Business Responsibility & Sustainability Report (BRSR) for
the year under review as stipulated under SEBI Regulations,
forms part of the Annual Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has adopted a Whistle Blower Policy to report
genuine concerns or grievances, if any, and to deal with
instances of fraud and mismanagement. The Whistle-blower
Policy has been posted on the Companyâs website at https://
shardacropchem.com/wp-content/uploads/2025/05/
Whistle-Blower-Policy.pdf
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF
WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:
The Company has in place a policy for Prevention of Sexual
Harassment in line with the requirements of The Sexual
Harassment of Women at the Workplace (Preservation,
Prohibition & Redressal) Act, 2013. Complaints Committee
has been set up to redress complaints received regarding
sexual harassment. All employees are covered under this
policy. This Policy has been uploaded on the website of the
Company at https://shardacropchem.com/wp-content/
uploads/2025/05/Policy-on-Prevention-of-Sexual-
Harassment-at-Workplace.pdf The Policy was last updated
on 24 January, 2025. The Company has not received any
complaint of sexual harassment during the Financial Year
2024-25.
AUDITORS:
a) Statutory Auditors:
Pursuant to the provisions of Section 139 of the
Companies Act, 2013 read with the Companies (Audit
and Auditors) Rules, 2014, M/s. B S R & Co LLP (Firm
No. 101248W/W-100022) Chartered Accountants, were
appointed as the Statutory Auditor of the Company
to hold office from the conclusion of the 20th Annual
General Meeting until the conclusion of the 25th Annual
General Meeting of the Company.
The Statutory Auditor have submitted a certificate
stating that their appointment is in accordance with
Section 139 read with Section 141 of the Companies
Act.
The Audit Report forms a part of the Annual Report
and the report does not contain any qualification,
reservation, adverse remark or disclaimer.
b) Internal Auditor:
Pursuant to the provisions of Section 138 of the
Companies Act and the Companies (Accounts) Rules,
2014, on the recommendation of the Audit Committee,
M/s. S H B A & CO LLP (Formerly known as Bathiya
& Associates LLP), were appointed by the Board of
Directors to conduct internal audit reviews of the
Company.
c) Secretarial Auditor:
Pursuant to the provisions of Section 204 of the
Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company had appointed
M/s. JMJA & Associates LLP, a firm of Company
Secretaries in Practice to conduct the Secretarial Audit
of the Company for the Financial Year 2024-25.
The Secretarial Audit Report is annexed as Annexure
- 3 and the report does not contain any qualification,
reservation, adverse remark or disclaimer.
CORPORATE GOVERNANCE:
The Company is committed to achieve the highest standards
of Corporate Governance and adheres to the Corporate
Governance requirements set by the Regulators. A separate
section on Corporate Governance practices followed by the
Company as stipulated under Regulation 43(3) and Schedule
V of the SEBI Regulations, together with a certificate from
M/s. JMJA & Associates LLR a firm of Company Secretaries
in Practice, confirming Compliance to the conditions as
stated in Regulation 34(3) of the SEBI Regulations forms
part of this Annual Report.
PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS:
Details of Loans, Guarantees and Investments covered
under the provisions of Section 186 of the Companies Act,
2013 and the Rules made thereunder are given in the notes
to Financial Statements.
CONSOLIDATED FINANCIAL STATEMENTS:
The Consolidated Financial Statements of the Company
prepared in accordance with the Indian Accounting
Standards ("Ind AS"), applicable Accounting Standards
notified under Section 133 of the Companies Act, 2013 and
the Companies (Accounts) Rules, 2014, as amended from
time to time, forms part of this Annual Report.
ANNUAL RETURN:
Pursuant to Section 92 and 134(3) of the Companies Act and
Rule 12 of the Companies (Management and Administration)
Rules, 2014, the draft of the form MGT-7 (Annual Return) of
the Company for the financial year ended 31st March, 2025
is uploaded on the website of the Company and can be
accessed at www.shardacropchem.com.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS:
No significant and material orders have been passed by the
Regulators or Courts or Tribunals which will impact the going
concern status of the Company and its future operations.
PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197(12)
of the Companies Act, 2013 read with Rule 5(1) and 5(2)
of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, in respect of employees
of the Company are given in Annexure - 4 and Annexure - 5
hereunder and forms part of this report.
DIRECTORS RESPONSIBILITY STATEMENT:
Based on the framework of internal financial controls and
compliance systems established and maintained by the
Company, work performed by the Internal, Statutory and
Secretarial Auditors, including audit of the internal financial
controls over financial reporting by the Statutory Auditors
and the reviews performed by the Management and the
relevant Board Committees, including the Audit Committee,
the Board if of the opinion that the Companyâs internal
financial controls were adequate and effective during
2024-25.
Accordingly, pursuant to Section 134(3)(c) and 134(5) of the
Companies Act, the Board of Directors, to the best of their
knowledge and ability, confirm that:
a. In the preparation of the Annual Accounts, the
applicable accounting standards have been followed
and that there are no material departures;
b. They have selected such accounting policies and
applied them consistently and made judgements 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;
c. They have taken proper and sufficient care for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
d. They have prepared the annual accounts on a going
concern basis;
e. They have laid down internal financial controls to
be followed by the Company and that such internal
financial controls are adequate and are operating
effectively;
f. They have devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems are adequate and operating
effectively.
STATUTORY DISCLOSURES:
1) Conservation of Energy, Technology Absorption &
Foreign Exchange Earnings and Outgo:
The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo
pursuant to Section 134(3)(m) of the Companies
Act, 2013 read with the Rule 8(3) of the Companies
(Accounts) Rules, 2014 is as follows:
A. Conservation of Energy, Technology Absorption
The provisions of Section 134(1)(m) read with Rule
8(3) of the Companies (Accounts) Rules, 2014 are not
applicable to the Company.
B. Foreign Exchange Earnings and Outgo
The foreign exchange earnings and outgo during the
year together with comparable figures of the previous
year are as stated below:
|
Particulars |
Year ended |
Year ended |
|
31 March, 2025 |
31 March, 2024 |
|
|
Foreign Exchange |
3,50,340.78 |
3,14,873.88 |
|
Foreign Exchange |
2,90,132.96 |
2,64,328.39 |
2) Maintenance of Cost Record:
Pursuant to Section 148 of the Companies Act,
the Company has maintained the Cost Accounting
Records for 2024-25. The Company has received
Cost Compliance Certificate from M/s. N. Ritesh &
Associates, Cost Accountants.
3) Secretarial Standards:
The Company has complied with the applicable
Secretarial Standards as amended from time to time.
4) Fraud Reporting:
During the year under review, no fraud has been
reported by Auditors under sub-section 12 of Section
143 of the Companies Act, 2013.
5) MOA & AOA:
During the year under review, there is no change
in the Memorandum of Association and Articles of
Association of the Company.
6) Credit Rating:
Duri ng the year under review, CRISIL has reaffirmed
the credit rating of "CRISIL A1 " on the short-term
banking facilities of the Company.
LISTING OF THE COMPANY''S EQUITY SHARES:
The equity shares of your Company are listed on The BSE
Limited and The National Stock Exchange of India Limited
There is no default in paying annual listing fees.
ACKNOWLEDGEMENT:
The Directors take this opportunity to express deep and
sincere gratitude to all the stakeholders of the Company for
their confidence and patronage.
The Directors wish to place on record their appreciation for
the support and contribution made by the employees at
all levels and also wish to thank all its customers, dealers,
agents, suppliers, investors and bankers for their continued
support and faith reposed in your Company.
For and on behalf of Board of Directors
Sd/-
RAMPRAKASH V. BUBNA
PLACE: MUMBAI CHAIRMAN & MANAGING DIRECTOR
DATE : 14 MAY, 2025 (DIN: 00136568)
Mar 31, 2024
The Board of Directors are pleased to submit the report of the business and operations of your Company ("the Company" or "Sharda Cropchem Limited"), along with the audited financial statements, for the financial year ended 31 March, 2024. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.
FINANCIAL PERFORMANCE:
|
Particulars |
Standalone |
Consolidated |
||
|
2023-24 |
2022-23 |
2023-24 |
2022-23 |
|
|
Revenue from operations |
2,60,266.68 |
3,31,273.30 |
3,16,302.45 |
4,04,515.66 |
|
Other income |
27,078.59 |
17,356.76 |
5,976.22 |
4,028.05 |
|
Total Income |
2,87,345.27 |
3,48,630.06 |
3,22,278.67 |
4,08,543.71 |
|
Expenses excluding interest, depreciation and amortisation expenses |
2,42,962.97 |
2,82,306.51 |
2,88,016.44 |
3,40,206.49 |
|
Earnings before interest, tax, depreciation and amortisation (EBITDA)* |
44,382.30 |
66,323.55 |
34,262.23 |
68,337.22 |
|
Depreciation and amortisation expenses |
26,707.83 |
24,806.46 |
26,713.18 |
24,811.74 |
|
Profit before tax (PBT) |
17,504.89 |
41,130.18 |
7,187.16 |
43,074.48 |
|
Tax Expense |
3,828.60 |
8,655.93 |
3,996.54 |
8,876.21 |
|
Net Profit for the year |
13,676.29 |
32,474.25 |
3,190.62 |
34,198.27 |
|
Other Comprehensive Income |
(11.26) |
4.06 |
54.99 |
3,302.31 |
|
Total Comprehensive Income |
13,665.03 |
32,478.31 |
3,245.61 |
37,500.58 |
|
* Adjusted EBITDA |
21,026.49 |
55,347.92 |
31,810.99 |
71,264.22 |
STANDALONE AND CONSOLIDATED FINANCIAL STATEMENTS
The standalone and consolidated financial statements of your Company have been prepared in accordance with the Indian Accounting Standards (''Ind ASâ) as notified under the Companies (Indian Accounting Standards) Rules, 2015, as amended. The financial highlights and the results of the operations, including major developments have been further discussed in detail in the Management Discussion and Analysis Report.
Further, a statement containing the salient features of the financial statements of our subsidiaries pursuant to subsection 3 of Section 129 of the Companies Act, 2013 in the prescribed form AOC-1 is appended as Annexure 1 to the Boardâs report. The statement also provides the details of performance and the financial positions of each of the subsidiaries.
OPERATIONAL PERFORMANCE & FUTURE OUTLOOK:
The Companyâs consolidated revenue from operations decreased by 21.81% on YoY basis from '' 4,04,515.66 Lakhs to '' 3,16,302.45 Lakhs in 2023-24. This was due to lower price realisation across all regions. The Company has 2,918 product registrations as on 31 March, 2024.
In 2023-24, EBITDA margins were significantly reduced by 55%. PAT decreased by 91% from last year mainly due to lower gross margin essentially due to substantial reduction in sales prices and significant decrease in product price realisation during the year.
The Company has gained a great deal from globalisation, including new customers and diverse geocentric revenue streams. Over the years, we have mastered flexibility and adopted innovative ways to grow our business overseas. The Company shall continue to focus on investment in product registrations in developed countries and high growth agricultural driven economies. Your Company strongly
believes that the future of agrochemicals business lies in obtaining early product registrations due to the high entry barrier for new entrants. The Company has also invested '' 420 Cr on product registrations during the financial year 2023-24.
CHANGE IN NATURE OF BUSINESS:
There is no change in the business activity of the Company. The Company continue to focus on agrochemicals & nonagrichemical business.
MATERIAL CHANGES OR COMMITMENTS:
There are no material changes or commitments that took place after the closure of 2023-24 till date which will have any material or significant impact on the financials of the Company.
TRANSFER TO RESERVE:
The Company does not propose to transfer amounts to the general reserves.
DIVIDEND:
The Directors have recommended a dividend of '' 3.00 per share on the paid-up equity shares of the Company for the Financial Year ended 31 March, 2024 which, if approved at the ensuing Annual General Meeting of the Company, will be paid to all those equity shareholders of the Company whose names appear in the register of members as on the record date.
The dividend on equity shares, if approved by the members, would involve a cash outflow of '' 2,706.61 Lakhs, subject to TDS as applicable.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
Pursuant to Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividend, if not claimed for a period of seven years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to IEPF.
Further, all the shares in respect of which dividend has remained unclaimed for seven consecutive years or more from the date of transfer to unpaid dividend account shall also be transferred to IEPF Authority. The said requirement does not apply to shares in respect of which there is a
specific order of Court, Tribunal or Statutory Authority, restraining any transfer of the shares.
The Company sends periodical reminders to the shareholders to claim their dividends in order to avoid transfer of dividends/shares to IEPF Authority. Notices in this regard are also published in the newspapers and the details of unclaimed dividends and shareholders whose shares are liable to be transferred to the IEPF Authority, are uploaded on the Companyâs website http://www.shardacropchem.com/ unclaimed-unpaid-dividend.html
In light of the aforesaid provisions, the Company has transferred the unclaimed dividends outstanding from last seven consecutive years to IEP Account. Further, shares of the Company in respect of which dividend has not been claimed for seven consecutive years or more from the date of transfer to unpaid dividend account, have also been transferred to the demat account of IEPF Authority.
The details of unclaimed dividends and shares transferred to IEPF during 2023-24 are as follows:
|
Financial year |
Amount of unclaimed |
Number of shares |
|
dividend transferred |
transferred |
|
|
(Amt in '') |
||
|
2015-16 |
1,13,391 |
6 |
|
2016-17 |
46,174 |
24 |
|
Total |
1,59,565 |
30 |
DIVIDEND DISTRIBUTIION POLICY:
The Dividend Distribution Policy, in terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR") is available on the website of the Company viz.: http://www.shardacropchem.com/policy. html
PRESERVATION OF DOCUMENTS & ARCHIVAL POLICY:
The Company has adopted a Preservation of Documents and Archival Policy for preservation of documents as defined under Regulation 9 of the SEBI Regulations. The said policy is available on the website of the Company viz. http:// shardacropchem.com/policy.html.
SHARE CAPITAL:
The paid-up equity share capital of the Company as on 31 March, 2024 was '' 9,022.05 Lakhs. During the year under review, the Company has not issued any shares. The
Company has not issued shares with differential voting rights. It has neither issued employee stock options nor buy-back nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.
During the year, none of the promoters acquired / sold any shares of the Company.
DEPOSITS:
The Company has not accepted / invited deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.
SUBSIDIARY COMPANIES:
SUBSIDIARY COMPANIES - DIRECT Axis Crop Science Private Limited
Axis Crop Science Private Limited is engaged in marketing and distribution of agrochemicals in India. For the year ended 31 March, 2024, the Companyâs total income is '' 882.44 Lakhs (Previous year: '' 1,096.38 Lakhs) and Profit for the year is '' 53.17 Lakhs (Previous year: '' 124.62 Lakhs).
Nihon Agro Service Kabushiki Kaisha
Nihon Agro Service Kabushiki Kaisha is engaged in the business of dealing in agrochemical products in Japan. For the year ended 31 March, 2024, there were no operations in the Company. However, the Loss for the year is '' 0.40 Lakhs (Previous Year: '' 0.42 Lakhs).
Sharda Agrochem Dooel Skopje, Macedonia
Sharda Agrochem Dooel Skopje is engaged in the business of dealing in agrochemical products in Mecedonia. For the year ended 31 December, 2023, the Companyâs total income is Nil (Previous Year: Nil) and Profit for the year is Nil (Previous Year: Loss of '' 0.05 Lakhs).
Sharda Balkan Agrochemicals Limited, Greece
Sharda Balkan Agrochemicals Limited is engaged in the business of dealing in agrochemical products in Greece. For the year ended 31 December, 2023, the Companyâs total income is '' 1.11 Lakhs (Previous Year: '' 1.28 Lakhs) and Loss for the year is Nil (Previous Year: Nil).
Sharda Costa Rica SA, Costa Rica
Sharda Costa Rica SA is engaged in the business of dealing in agrochemical products in Costa Rica. During the year, there were no operations in the Company.
Sharda Cropchem Espana, S.L., Spain Sharda Cropchem Espana, S.L. is engaged in the business of distribution of agrochemical products in Spain and abroad. For the year ended 31 March, 2024, the Companyâs total income is '' 27,397.95 Lakhs (Previous year: '' 28,593.17 Lakhs) and Profit for the year is '' 387.19 Lakhs (Previous year: '' 879.32 Lakhs).
Sharda Cropchem Israel Limited, Israel
Sharda Cropchem Israel Limited is engaged in the business of dealing in agrochemical products in Israel. During the year, there were no operations in the Company.
Sharda Cropchem Tunisia SARL, Tunisia
Sharda Cropchem Tunisia SARL is engaged in the business of dealing in agrochemical products in Tunisia. For the year ended 31 December, 2023, the Companyâs total income is '' 3.73 Lakhs (Previous Year: '' 2.30 Lakhs) and Profit for the year is '' 2.55 Lakhs (Previous Year: Loss of '' 3.32 Lakhs).
Sharda De Guatemala, S.A., Guatemala Sharda De Guatemala, S.A. is engaged in the business of dealing in agrochemical products in Guatemala. During the year, there were no operations in the Company.
Sharda Del Ecuador CIA. Ltda., Ecuador
Sharda Del Ecuador CIA. Ltda. is engaged in the business of dealing in agrochemical products in Ecuador. For the year ended 31 December, 2023, Companyâs total income is '' 74.30 Lakhs (Previous Year: '' 39.06 Lakhs) and there is no profit in the Company.
Sharda Do Brasil Comercio De Produtos Quimicos E Agroquimicos Ltda, Brazil
Sharda Do Brasil Comercio De Produtos Quimicos E Agroquimicos Ltda is engaged in the business of dealing in agrochemical products in Brazil. During the year, there were no operations in the Company.
Sharda Dominicana S.R.L., Dominican Republic
Sharda Dominicana S.R.L is engaged in the business of dealing in agrochemical products in Dominican Republic. During the year, there were no operations in the Company.
Sharda EL Salvador S. A. DE CV, EL Salvador
Sharda EL Salvador S.A. DE CV is engaged in the business of dealing in agrochemical products in EL Salvador. During the year, there were no operations in the Company.
Sharda Hungary Kft, Hungary
Sharda Hungary Kft is engaged in the business of dealing in agrochemical products in Hungary and abroad. For the year ended 31 March, 2024, the Companyâs total income is '' 7,527.47 Lakhs (Previous year: '' 13,576.91 Lakhs) and Loss for the year is '' 438.90 Lakhs (Previous year: '' 86.81 Lakhs).
Sharda International DMCC, U.A.E.
Sharda International DMCC is engaged in trading in agrochemicals, conveyor belts and chemicals in UAE and abroad. For the year ended 31 March, 2024, the Companyâs total income is '' 52,408.91 Lakhs (Previous year: '' 69,971.46 Lakhs) and Profit for the year is '' 11,817.59 Lakhs (Previous year: '' 16,819.95 Lakhs).
Sharda Italia SRL, Italy
Sharda Italia SRL is engaged in the business of dealing in agrochemical products in Italy. For the year ended 31 March, 2024, the Companyâs total income is '' 10,931.89 Lakhs (Previous Year: '' 11,695.80 Lakhs) and Profit for the year is '' 203.11 Lakhs (Previous year: '' 172.55 Lakhs).
Sharda Peru SAC, Peru
Sharda Peru SAC is engaged in the business of dealing in agrochemical products in Peru. For the year ended 31 December, 2023, the Companyâs total income is '' 37.61 Lakhs (Previous Year: '' 36.06 Lakhs) and Profit for the year is '' 1.28 Lakhs (Previous year: Nil).
Sharda Poland SP. ZO.O, Poland
Sharda Poland SP ZO.O. is engaged in the business of distribution of agrochemical products in Poland and abroad. For the year ended 31 March, 2024, the Companyâs total income is '' 17,052.08 Lakhs (Previous year: '' 23,576.40 Lakhs) and Profit for the year is '' 178.07 Lakhs (Previous year: '' 184.10 Lakhs).
Sharda Spain, S.L., Spain
Sharda Spain, S.L. is engaged in the business of dealing in agrochemical products in Spain. During the year, there were no operations in the Company.
Sharda Swiss SARL, Switzerland
Sharda Swiss SARL is engaged in the business of dealing in agrochemical products in Switzerland. For the year ended 31 December, 2023, the Companyâs total income is '' 3.22 Lakhs (Previous Year: '' 2.88 Lakhs) and Loss for the year is '' 0.13 Lakhs (Previous year: '' 0.07 Lakhs).
Sharda Taiwan Limited, Taiwan
Sharda Taiwan Limited is engaged in the business of dealing in agrochemical products in Taiwan. During the year, the
Companyâs total income is '' 0.01 Lakhs (Previous Year: Nil) and Profit for the year is '' 0.01 Lakhs (Previous year: Nil).
Sharda Ukraine LLC, Ukraine
Sharda Ukraine LLC is engaged in the business of dealing in agrochemical products in Ukraine. For the year ended 31 December, 2023, the Companyâs total income is '' 9.42 Lakhs (Previous Year: '' 7.17 Lakhs) and Loss for the year is '' 0.19 Lakhs (Previous year: Profits of '' 0.21 Lakhs).
Sharda USA LLC, USA
Sharda USA LLC is engaged in the business of dealing in agrochemical products in USA. During the year, there were no operations in the Company.
Shardacan Limited, Canada
Shardacan Limited is engaged in the business of dealing in agrochemical products in Canada. During the year, there were no operations in the Company.
Shardaserb DO.O., Serbia
Shardaserb DO.O. is engaged in the business of dealing in agrochemical products in Serbia. For the year ended 31 December, 2023, the Companyâs total income is '' 16.43 Lakhs (Previous Year: '' 17.70 Lakhs) and Profit for the year is '' 0.22 Lakhs (Previous year: Nil).
Sharzam Limited, Zambia
Sharzam Limited is engaged in the business of dealing in agrochemical products in Zambia. During the year, there were no operations in the Company.
Sharda Private (Thailand) Limited, Thailand
Sharda Private (Thailand) Limited is engaged in the business of dealing in agrochemical products in Thailand. For the year ended 31 March, 2024, the Companyâs total income is '' 446.27 Lakhs (Previous Year: '' 681 Lakhs) and Loss for the year is '' 10.88 Lakhs (Previous year: Profit of '' 12.42 Lakhs).
Sharda Maroc SARL, Morocco
Sharda Maroc SARL is engaged in the business of dealing in agrochemical products in Morocco. For the year ended 31 December, 2023, the Companyâs total income is '' 1,663.71 Lakhs (Previous Year: '' 1,018.46 Lakhs) and Profit for the year is '' 10.07 Lakhs (Previous year: '' 17.97 Lakhs).
SUBSIDIARY COMPANIES - INDIRECT
Euroazijski Pesticide d.o.o., Croatia
Euroazjiski Pesticidi d.o.o. is engaged in the business of dealing in agrochemical products in Croatia. For the year ended 31 March, 2024, the Companyâs total income is '' 95.19 Lakhs (Previous Year: '' 129.35 Lakhs) and Loss for the year is '' 23.54 Lakhs (Previous year: Profit of '' 13.18 Lakhs).
Sharda Benelux BVBA, Belgium
Sharda Benelux BVBA is engaged in the business of dealing in agrochemical products in Belgium. For the year ended 31 December, 2023, the Companyâs total income is '' 1.11 Lakhs (Previous Year: '' 0.58 Lakhs) and Profit for the year is '' 0.06 Lakhs (Previous year: Loss of '' 0.07 Lakhs).
Sharda Bolivia SRL, Bolivia
Sharda Bolivia SRL is engaged in the business of dealing in agrochemical products in Bolivia. For the year ended 31 December, 2023, the Companyâs total income is '' 43.70 Lakhs (Previous Year: 21.05 Lakhs) and Profit for the year is '' 5.78 Lakhs (Previous year Profit of '' 2.50 Lakhs).
Sharda Colombia S.A.S., Colombia
Sharda Colombia S.A.S. is engaged in the business of distribution of agrochemical products in Colombia and abroad. For the year ended 31 March, 2024, the Companyâs total income is '' 1,178.72 Lakhs (Previous year: '' 357.77 Lakhs) and Profit for the year is '' 42.58 Lakhs (Previous year: Loss of '' 21.34 Lakhs).
Sharda De Mexico S. De Rl De CV, Mexico
Sharda De Mexico S. De Rl De CV is engaged in the business of distribution of agrochemical products in Mexico and abroad. For the year ended 31 March, 2024, the Companyâs total income is '' 9,820.93 Lakhs (Previous year: '' 9,114.14 Lakhs) and Profit for the year of '' 36.23 Lakhs (Previous year: '' 27.93 Lakhs).
Sharda Europe BVBA, Belgium
Sharda Europe BVBA is engaged in the business of dealing in agrochemical products in Belgium. For the year ended 31 March, 2024, the Companyâs total income is '' 3.07 Lakhs (Previous Year: '' 2.64 Lakhs) and Loss for the year is Nil (Previous year: '' 2.30 Lakhs).
Sharda International Africa (Pty) Limited, South Africa
Sharda International Africa (Pty) Limited is engaged in the business of dealing in agrochemical products in South Africa. For the year ended 31 March, 2024, the Companyâs total income is '' 3,709.55 Lakhs (Previous year: '' 3,690.71 Lakhs) and Profit for the year is '' 70.86 Lakhs (Previous year: '' 73.46 Lakhs).
Sharpar S.A., Paraguay
Sharpar S.A. is engaged in the business of dealing in agrochemical products in Paraguay. For the year ended 31 December, 2023, the Companyâs total income is '' 4.15 Lakhs (Previous Year: '' 7.63 Lakhs) and Loss for the year is '' 1.76 Lakhs (Previous year: Profit of '' 0.10 Lakhs).
Siddhivinayak International Limited, U.A.E.
Siddhivinayak International Limited is engaged in the business of trading and investments in U.A.E. and abroad. For the year ended 31 March, 2024, the Companyâs total income is Nil (Previous Year: '' Nil) and Loss for the year is '' 0.03 Lakhs (Previous year: '' 0.56 Lakhs).
Sharda Agrochem Limited, United Kingdom
Sharda Agrochem Limited is engaged in the business of dealing in agrochemical products in United Kingdom. During the year, there were no operations in the Company.
Sharda Impex Trading LLC, U.A.E
Sharda Impex Trading LLC is engaged in the business of dealing in agrochemical products in UAE and abroad. For the year ended 31 March, 2024, the Companyâs total income is '' 175.76 Lakhs (Previous Year:
'' 32.81 Lakhs) and Profit for the year is '' 82.46 Lakhs (Previous year: Loss for '' 48.78 Lakhs).
MATERIAL SUBSIDIARY
The Company does not have any Material Indian Subsidiary as per the parameters laid down by the Companies Act, 2013. The Policy on Material Subsidiary is uploaded on the Companyâs website viz. http://www.shardacropchem.com/ policy.html. The Policy was last updated on 22 January, 2020.
RELATED PARTY TRANSACTIONS
All Related Party Transactions entered into during the Financial Year were on an armâs length basis and were in the ordinary course of business. There are no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.
All Related Party Transactions are placed before the Audit Committee. The policy on Related Party Transactions as approved by the Board is uploaded on the Companyâs website viz. http://www.shardacropchem.com/policy.html. The Policy was last updated on 22 January, 2022.
Since all the Related Party Transactions entered into by the Company are in the ordinary course of business and on armâs length basis, Form AOC-2 is not applicable to the Company. None of the Directors has any pecuniary relationship or transactions vis-a-vis the Company.
DIRECTORS
As on 31 March, 2024, the Company has Eight (8) Directors
consisting of Four (4) Independent Directors, Three (3) Executive Directors and One (!) Chairman & Managing Director.
Appointment / Resignations from the Board of Directors
During the year, based on the recommendation of Nomination and Remuneration Committee, the Board of Directors & the Shareholders of the Company has re-appointed Mr Ramprakash V. Bubna (DIN: 00136568) as the Chairman and Managing Director, Mrs Sharda R. Bubna (DIN: 00136760), Mr Ashish R. Bubna (DIN: 00945147) & Mr Manish R. Bubna, as the Whole-Time Director(s) of the Company for a period of 5 (five) years with effect from 1 January, 2024 upto 31 December, 2028 upon the terms and conditions as set out in the Agreement.
During the year, the members, through postal ballot, has re-appointed Ms Sonal Desai (DIN: 08095343) as an Independent Director for a second term of five years from 1 April, 2024 to 31 March, 2029.
During the year, the Company has re-appointed Mr Ashish R. Bubna (DIN: 00945147) at Annual General Meeting dated 8 August, 2023 as he was retiring by rotation and being eligible, offered herself for re-appointment.
The Company has received declarations from the Independent Directors confirming that they met with the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and under Regulation 16(b) and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "SEBI Regulations").
Woman Director
The Companyâs Board is represented by two Woman Directors, Mrs Sharda R. Bubna and Ms Sonal Desai.
Directors Retiring by Rotation
In accordance with the provision of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mrs Sharda R. Bubna (DIN: 00136760), Wholetime Director of the Company, retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers herself for re-appointment.
The information of Directors seeking appointment/re-appointment as required pursuant to Regulation 36(3) of the SEBI Regulations is provided in the notice covering the Annual General Meeting of the Company.
None of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as directors of Companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such
statutory authority.
Appointment/Resignation of the Key Managerial Personnel
During the year, Mr Ashok Vashisht resigned as Chief Financial Officer (CFO) of the Company w.e.f. 7 June, 2023. The Board, on the recommendation of the Nomination & Remuneration Committee, appointed Mr Shailesh Anant Mehendale as Chief Financial Officer (CFO) of the Company w.e.f 6 December, 2023.
In terms of Section 2(51) and Section 203 of the Companies Act, the following are the KMPs of the Company as on 31 March, 2024:
Mr Ramprakash V. Bubna, Chairman & Managing Director Mrs Sharda R. Bubna, Whole-time Director Mr Ashish R. Bubna, Whole-time Director Mr Manish R. Bubna, Whole-time Director Mr Shailesh Anant Mehendale, Chief Financial Officer Mr Jetkin Gudhka, Company Secretary & Compliance Officer On the recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company at its meeting held on 10 May, 2024, subject to the approval of the members at the forthcoming Annual General Meeting of the Company, appointed Mr H. S. Upendra Kamath (DIN:02648119), Mr Vinod Kumar Kathuria (DIN: 06662559) and Mr Shalin S. Divatia (DIN: 00749517) as an Additional Director (Non-Executive & Independent Director) of the Company to hold office upto the forthcoming Annual General Meeting of the Company. Requisite proposal seeking members approval for appointment as an Independent Director of the Company forms part of the Notice convening the Annual General Meeting of the Company.
Number of Meetings of the Board
Regular meetings of the Board are held to discuss and decide on various business policies, strategies and other businesses.
The Board met Five times during the 2023-24 viz 12 May, 2023, 24 July, 2023, 21 October, 2023, 6 December, 2023 & 24 January, 2024.
Detailed information on the meetings of the Board are included in the report on Corporate Governance, which forms part of this Annual Report.
Meeting of Independent Directors
During the year under review, a separate meeting of the Independent Directors of the Company was held on 24 January, 2024, wherein the performance of the NonIndependent Directors and the Board as a whole was
evaluated. The Independent Directors at their meeting also assessed the quality, quantity and timeliness of flow of information between the Companyâs management and the Board of Directors.
COMMITTEES OF THE BOARD:
The Company has several committees which have been established as a part of the best corporate governance practices and are in compliance with the requirements of the relevant provisions of laws and statutes applicable to the Company.
The Company has following Committees namely:
1. Audit Committee;
2. Nomination and Remuneration Committee;
3. Stakeholdersâ Relationship Committee;
4. Corporate Social Responsibility Committee.
5. Risk Management Committee.
The details with respect to the composition, powers, roles, terms of reference, etc. of the aforesaid committees are given in details in the "Report on Corporate Governance" of the Company which forms part of the Annual Report.
PERFORMANCE EVALUATION OF THE BOARD:
In compliance with the provisions of the Companies Act, 2013 and Regulation 25(4)(a) of the SEBI Regulation, annual performance evaluation of the Board and its Directors individually was carried out. Various parameters such as the Boardâs functioning, composition of its Board and Committees, execution and performance of specific duties, obligations and governance were considered for evaluation. The performance evaluation of the Board as a whole was carried out by the Independent Directors. The performance evaluation of each Independent Director was also carried out by the Board.
There are no observations which are carried by any of the director on evaluation of Board.
FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS:
Pursuant to the SEBI regulations, the Company has worked out a Familiarisation programme for the Independent Directors, with a view to familiarise them with their role, rights and responsibilities in the Company, nature of Industry in which the Company operates, business model of the Company, etc.
Through the Familiarisation programme, the Company apprises the Independent Directors about the business model, corporate strategy, business plans and operations of
the Company. Directors are also informed about the financial performance, annual budgets, internal control system, statutory compliances etc. They are also familiarised with Companyâs vision, core values, ethics and corporate governance practices.
Details of Familiarisation programme of Independent Directors with the Company are available on the website of the Company http://www.shardacropchem.com/ announcement.html
CORPORATE SOCIAL RESPONSIBILITY (CSR):
As required by Section 135 of the Companies Act, 2013, the Company is required to spend '' 7,98,49,978/- towards CSR activities out of which during the financial year 2023-24, the Company has spent '' 8,10,72,446/- towards CSR activities. The Company had spent more than the amount which is required to pay.
The CSR initiatives taken up by the Company are in the areas of promoting education, medical relief, eradicating hunger, empowerment of women, animal welfare, promotion of Olympic sports and rural development projects. These projects are in accordance with the activities included in Schedule VII of the Companies Act, 2013 and the Companyâs CSR Policy. The Annual Report on CSR activities forms a part of this Report as Annexure - 2
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an internal control system. All these controls were operating effectively during the year.
The Company has adequate internal financial controls. During the year, such controls were tested to find out any weaknesses in them. Services of professional consultants were obtained to remove such weaknesses and ensure robust internal financial controls and to ensure that these controls are operating effectively.
The Company is complying with all the applicable Indian Accounting Standards (Ind AS). The accounting records are maintained in accordance with generally accepted accounting principles in India. This ensures that the financial statements reflect true and fair financial position of the Company.
RISK MANAGEMENT POLICY:
The Company has adopted a Risk Management Policy wherein all material risks faced by the Company are identified and assessed. The Risk Management framework defines the risk management approach of the Company and includes collective identification of risks impacting the Companyâs business and documents their process of identification, mitigation and optimisation of such risks. The Policy is
uploaded on the website of the Company viz.: http://www. shardacropchem.com/policy.html.
NOMINATION & REMUNERATION POLICY:
The Companyâs Remuneration Policy has been disclosed in the Report on Corporate Governance which forms part of the Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS AND BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR):
The Management Discussion and Analysis Report & the Business Responsibility & Sustainability Report (BRSR) for the year under review as stipulated under SEBI Regulations, forms part of the Annual Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has adopted a Whistle Blower Policy to report genuine concerns or grievances and to deal with instances of fraud and mismanagement. The Whistle-blower Policy has been posted on the Companyâs website at http://www. shardacropchem.com/policy.html. The Policy was last updated on 22 January, 2020.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITOON AND REDRESSAL) ACT, 2013:
The Company has in place a policy for Prevention of Sexual Harassment in line with the requirements of The Sexual Harassment of Women at the Workplace (Preservation, Prohibition & Redressal) Act, 2013. Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy. This Policy has been uploaded on the website of the Company at http://www.shardacropchem.com/policy. html. The Policy was last updated on 22 January, 2020. The Company has not received any complaint of sexual harassment during the Financial Year 2023-24.
AUDITORS:
a) Statutory Auditors:
Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. B S R & Co LLP (Firm No. 101248W/W-100022) Chartered Accountants, were appointed as the Statutory Auditor of the Company to hold office from the Conclusion of the 20th Annual General Meeting until the conclusion of the 25th Annual General Meeting of the Company.
The Statutory Auditor have submitted a certificate stating that their appointment is in accordance with Section 139 read with Section 141 of the Companies Act.
The Audit Report forms a part of the Annual Report and the report does not contain any qualification, reservation, adverse remark or disclaimer.
b) Internal Auditor:
Pursuant to the provisions of Section 138 of the Companies Act and the Companies (Accounts) Rules, 2014, on the recommendation of the Audit Committee, M/s. Bathiya & Associates LLP, were appointed by the Board of Directors to conduct internal audit reviews of the Company.
c) Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. KJB & CO LLP a firm of Company Secretaries in Practice to conduct the Secretarial Audit of the Company for the Financial Year 2023-24. The Secretarial Audit Report is annexed to this report as Annexure - 3.
Reply to the qualification in Secretarial Report: Qualification:
Q1: Pursuant to the Regulation 18(1)(d) of the Securities and Exchange Board of India (Listing Obligation) Regulations, 2015, The absence of the Chairman of the audit committee at the annual general meeting was due to his unavoidable reasons, presence of chairman of audit committee is mandated under regulation 18(1)(d) of LODR regulations, in conjunction with standard 4.1.1 of secretarial standard 2 issued by the Institute of Company Secretaries of India (ICSI). However, other member of the audit committee was authorised to address shareholdersâ queries in his absence. Q2: Pursuant to the Regulation 47(3) of the Securities and Exchange Board of India (Listing Obligation) Regulations, 2015, The publication of unaudited financial results in the newspaper (both standalone and consolidated) for the quarter and half year ended 30 September 2023, on 24 October, 2023, was delayed beyond the stipulated period of 48 hours following the conclusion of the board of directorsâ meeting held on 21 October, 2023 as required by regulation 47(3) of LODR regulations. However, the financial results were uploaded on the Stock Exchange within the stipulated time frame.
Q3: Pursuant to the Regulation 26(A)(2) of the Securities and Exchange Board of India (Listing Obligation) Regulations, 2015, The appointment of the Chief Financial Officer (CFO) as on 6 December, 2023, pursuant to regulation 26(A)(2) of the LODR regulations effective from 15 July, 2023, was delayed beyond the stipulated period of three months of the resignation of the previous Chief Financial Officer as on 7 June, 2023. Further, due to the vacancy, the Company was unable to obtain the required certification from the Chief Financial Officer under regulation 33(2)(a) of LODR regulations for the quarters ending June 2023 and September 2023.
Reply:
R1: The Chairman of the Audit Committee was absent at the Annual General Meeting of the Company due to his unavoidable reasons. However, other member of the audit committee was authorised to address shareholders queries in his absence.
R2: Our Board Meeting was held on Saturday i.e. 21 October, 2023. The next day was Sunday and we confirmed the financial publication to the agency on Monday i.e. 23 October, 2023 and the same was published on Tuesday i.e. 24 October, 2023.
R3: Our Chief Financial Officer (CFO) was relieved on 7th June, 2023. At that time, LODR provision was to appoint a CFO within a period of 6 months. On 15th July, 2023, LODR provisions were amended for appointment of Chief Financial Officer from 6 months to 3 months. It is an important position. It takes time to call for application from candidates, have personal interviews and several meetings to shortlist the candidate. After finalisation, the candidate is also obliged to serve the notice period of normally 3 months in his pervious job. In this way it is very diffictul to complete the process within a period of 3 months. We did our best to fill up this vacancy as early as possible. There was no intentional delay. The Company had appointed Chief Financial Officer of the Company on 6th December, 2023.
CORPORATE GOVERNANCE:
The Company is committed to achieve the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set by the Regulators. A separate section on Corporate Governance practices followed by the Company as stipulated under Regulation 43(3) and Schedule V of the SEBI Regulations, together with a certificate from M/s. KJB & CO LLR a firm of Company Secretaries in Practice, confirming Compliance to the conditions as stated in Regulation 34(3) of the SEBI Regulations forms part of this Annual Report.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act,
2013 and the Rules made thereunder are given in the notes to Financial Statements.
CONSOLIDATED FINANCIAL STATEMENTS:
The Consolidated Financial Statements of the Company prepared in accordance with the Indian Accounting Standards ("Ind AS"), applicable Accounting Standards notified under Section 133 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, as amended from time to time, forms part of this Annual Report.
ANNUAL RETURN:
Pursuant to Section 92 and 134(3) of the Companies Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the draft of the form MGT-7 (Annual Return) of the Company for the financial year ended 31 March, 2024 is uploaded on the website of the Company and can be accessed at www.shardacropchem.com.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
No significant and material orders have been passed by the Regulators or Courts or Tribunals which will impact the going concern status of the Company and its future operations.
PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company are given in Annexure - 4 and Annexure - 5 hereunder and forms part of this report.
DIRECTORS RESPONSIBILITY STATEMENT:
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors, including audit of the internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by the Management and the relevant Board Committees, including the Audit Committee, the Board if of the opinion that the Companyâs internal financial controls were adequate and effective during 202324.
Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Companies Act, the Board of Directors, to the best of their knowledge and ability, confirm that:
a. In the preparation of the Annual Accounts, the applicable accounting standards have been followed and that there are no material departures;
b. They have selected such accounting policies and applied them consistently and made judgements 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;
c. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. They have prepared the annual accounts on a going concern basis;
e. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;
f. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
STATUTORY DISCLOSURES:
1) Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and Outgo:
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is as follows:
A. Conservation of Energy, Technology Absorption
The provisions of Section 134(1)(m) read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable to the Company.
B. Foreign Exchange Earnings and Outgo
The foreign exchange earnings and outgo during the year together with comparable figures of the previous year are as stated below:
|
Particulars |
Year ended 31 March, 2024 |
Year ended 31 March, 2023 |
|
Foreign Exchange Earnings |
3,14,873.88 |
3,12,355.18 |
|
Foreign Exchange Outgo |
2,64,328.39 |
2,81,798.76 |
2) Maintenance of Cost Record:
Pursuant to Section 148 of the Companies Act, the Company has maintained the Cost Accounting Records for 2023-24. The Company has received Cost Compliance Certificate from M/s. N. Ritesh & Associates, Cost Accountants.
3) Secretarial Standards:
The Company has complied with the applicable Secretarial Standards as amended from time to time.
4) Fraud Reporting:
During the year under review, no fraud has been reported by Auditors under sub-section 12 of Section 143 of the Companies Act, 2013.
5) MOA & AOA:
During the year under review, there is no change in the Memorandum of Association and Articles of Association of the Company.
6) Credit Rating:
During the year under review, CRISIL has maintained the credit rating of "CRISIL A1 " on the short-term banking facilities of the Company.
LISTING OF THE COMPANY''S EQUITY SHARES:
The equity shares of your Company are listed on The BSE Limited and The National Stock Exchange of India Limited There is no default in paying annual listing fees.
ACKNOWLEDGEMENT:
The Directors take this opportunity to express deep and sincere gratitude to all the stakeholders of the Company for their confidence and patronage.
The Directors wish to place on record their appreciation for the support and contribution made by the employees at all levels and also wish to thank all its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in your Company.
For and on behalf of Board of Directors
Sd/-
RAMPRAKASH V. BUBNA
PLACE : MUMBAI CHAIRMAN & MANAGING DIRECTOR DATE : 10 MAY, 2024 (DIN: 00136568)
Mar 31, 2023
The Board of Directors are pleased to submit the report of the business and operations of your Company ("the Company" or "Sharda Cropchem Limited"), along with the audited financial statements, for the financial year ended 31 March, 2023. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.
FINANCIAL PERFORMANCE:
|
(Rs. in Lakhs) |
||||
|
Particulars |
Standalone |
Consolidated |
||
|
FY 2022-23 |
FY 2021-22 |
FY 2022-23 |
FY 2021-22 |
|
|
Revenue from operations |
3,31,273.30 |
2,94,643.58 |
4,04,515.66 |
3,57,976.68 |
|
Other income |
17,356.76 |
4,840.88 |
4,028.05 |
2,887.77 |
|
Total Income |
3,48,630.06 |
2,99,484.46 |
4,08,543.71 |
3,60,864.45 |
|
Expenses excluding interest, depreciation and amortisation expenses |
2,82,306.51 |
2,35,548.94 |
3,40,206.49 |
2,89,685.80 |
|
Earnings before interest, tax, depreciation and amortisation (EBITDA)* |
66,324.09 |
63,935.52 |
68,337.22 |
71,178.65 |
|
Depreciation and amortisation expenses |
24,806.46 |
24,529.26 |
24,811.74 |
24,533.49 |
|
Finance Cost |
386.91 |
162.69 |
451.00 |
221.29 |
|
Profit before tax (PBT) |
41,130.18 |
39,243.57 |
43,074.48 |
46,423.87 |
|
Tax Expense |
8,655.93 |
10,954.49 |
8,876.21 |
11,496.13 |
|
Net Profit for the year |
32,474.25 |
28,289.08 |
34,198.27 |
34,927.74 |
|
Other Comprehensive Income |
4.06 |
15.18 |
3,302.31 |
305.12 |
|
Total Comprehensive Income |
32,478.31 |
28,304.26 |
37,500.58 |
35,232.86 |
|
* Adjusted EBITDA |
55,347.92 |
63,621.05 |
71,264.22 |
72,859.69 |
STANDALONE AND CONSOLIDATED FINANCIAL STATEMENTS
The standalone and consolidated financial statements of your Company have been prepared in accordance with the Indian Accounting Standards (''Ind ASâ) as notified under the Companies (Indian Accounting Standards) Rules, 2015, as amended. The financial highlights and the results of the operations, including major developments have been further discussed in detail in the Management Discussion and Analysis Report.
Further, a statement containing the salient features of the financial statements of our subsidiaries pursuant to subsection 3 of Section 129 of the Companies Act, 2013 in the prescribed form AOC-1 is appended as Annexure 1 to the Boardâs report. The statement also provides the details of performance and the financial positions of each of the subsidiaries.
OPERATIONAL PERFORMANCE & FUTURE OUTLOOK:
The Companyâs consolidated revenue from operations increased by 13% on YoY basis to '' 404,515.66 Lakhs in 2022-23. This was driven by strong growth in Europe, NAFTA & ROW regions in existing business as well as new business. The Company has 2,821 product registrations as on 31 March, 2023.
In 2022-2023, EBITDA margins were marginally lower by 2%. PAT decreased by 2% from last year mainly due to lower gross margin essentially because of challenging macro environment in the first half of the year. All the major currencies had depreciated against US$. The financial performance of the Company was impacted in the first half of the year due to depreciation of Euro against US$, as the Company drives nearly 50% of the revenue in Euro currency. The Company had taken various measures to mitigate this impact and the situation has improved from Q4 2022-23 onwards.
The Company has gained a great deal from globalisation, including new customers and diverse geocentric revenue streams. Over the years, we have mastered flexibility and adopted innovative ways to grow our business overseas.
The Company shall continue to focus on investment in product registrations in developed countries and high growth agricultural driven economies. Your Company strongly believes that the future of agrochemicals business lies in obtaining early product registrations due to the high entry barrier for new entrants. The Company has also invested '' 355 Cr on product registrations during the financial year 2022-23.
There is no change in the business activity of the Company. The Company continue to focus on agrochemicals & nonagrichemical business.
MATERIAL CHANGES OR COMMITMENTS:
There are no material changes or commitments that took place after the closure of 2022-23 till date which will have any material or significant impact on the financials of the Company.
The Company does not propose to transfer amounts to the general reserves.
During the year, the Board of Directors declared an Interim Dividend of '' 3.00 per share in their meeting dated 24 January, 2023 on the paid-up equity shares of the Company. The aggregate gross amount of Interim Dividend Distributed is '' 2,706.61 Lakhs subject to TDS as applicable. The Directors have recommended a final dividend of '' 3.00 per share on the paid-up equity shares of the Company for the Financial Year ended 31 March, 2023 which, if approved at the ensuing Annual General Meeting of the Company, will be paid to all those equity shareholders of the Company whose names appear in the register of members as on the record date.
The final dividend on equity shares, if approved by the members, would involve a cash outflow of '' 2,706.61 Lakhs, subject to TDS as applicable.
The total dividend on equity shares for 2022-23 amounts to '' 6.00 per share and would involve a total cash outflow of '' 5,413.23 Lakhs, subject to TDS as applicable.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
Pursuant to Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividend, if not claimed for a period of seven years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to IEPF.
Further, all the shares in respect of which dividend has remained unclaimed for seven consecutive years or more from the date of transfer to unpaid dividend account shall also be transferred to IEPF Authority. The said requirement does not apply to shares in respect of which there is a specific order of Court, Tribunal or Statutory Authority, restraining any transfer of the shares.
The Company sends periodical reminders to the shareholders to claim their dividends in order to avoid transfer of dividends/shares to IEPF Authority. Notices in this regard are also published in the newspapers and the details of unclaimed dividends and shareholders whose shares are liable to be transferred to the IEPF Authority, are uploaded on the Companyâs website http://www.shardacropchem.com/ unclaimed-unpaid-dividend.html
In light of the aforesaid provisions, the Company has transferred the unclaimed dividends outstanding from last seven consecutive years to IEP Account. Further, shares of the Company in respect of which dividend has not been claimed for seven consecutive years or more from the date of transfer to unpaid dividend account, have also been transferred to the demat account of IEPF Authority.
The details of unclaimed dividends and shares transferred to IEPF during 2022-23 are as follows:
|
Financial year |
Amount of unclaimed dividend transferred (Amt in '') |
Number of shares transferred |
|
2014-15 |
24,810 |
467 |
|
2015-16 |
1,13,391 |
6 |
|
Total |
1,38,201 |
473 |
DIVIDEND DISTRIBUTIION POLICY:
The Dividend Distribution Policy, in terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR") is available on the website of the Company viz.: http://www.shardacropchem.com/policy.html
PRESERVATION OF DOCUMENTS & ARCHIVAL POLICY:
The Company has adopted a Preservation of Documents and Archival Policy for preservation of documents as defined under Regulation 9 of the SEBI Regulations. The said policy is available on the website of the Company viz. http://shardacropchem.com/policy.html.
The paid-up equity share capital of the Company as on 31 March, 2023 was '' 9,022.05 Lakhs. During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor buy-back nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.
During the year, none of the promoters acquired / sold any shares of the Company.
The Company has not accepted / invited deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.
SUBSIDIARY COMPANIES - DIRECT Axis Crop Science Private Limited
Axis Crop Science Private Limited is engaged in marketing and distribution of agrochemicals in India. For the year ended 31 March, 2023, the Companyâs total income is '' 1,096.38 Lakhs (Previous year: '' 937.35 Lakhs) and Profit for the year is '' 124.62 Lakhs (Previous year: '' 85.30 Lakhs).
Nihon Agro Service Kabushiki Kaisha
Nihon Agro Service Kabushiki Kaisha is engaged in the business of dealing in agrochemical products in Japan. For the year ended 31 March, 2023, there were no operations in the Company. However, the Loss for the year is '' 0.42 Lakhs (Previous Year: '' 0.47 Lakhs).
Sharda Agrochem Dooel Skopje, Macedonia
Sharda Agrochem Dooel Skopje is engaged in the business of dealing in agrochemical products in Mecedonia. For the year ended 31 December, 2022, the Companyâs total income is Nil (Previous Year: '' 0.50 Lakhs) and Loss for the year is '' 0.05 Lakhs (Previous Year: Profit of '' 0.44 Lakhs).
Sharda Balkan Agrochemicals Limited, Greece
Sharda Balkan Agrochemicals Limited is engaged in the business of dealing in agrochemical products in Greece. For the year ended 31 December, 2022, the Companyâs total income is '' 1.28 Lakhs (Previous Year: '' 0.92 Lakhs) and Loss for the year is Nil (Previous Year: '' 0.51 Lakhs).
Sharda Costa Rica SA, Costa Rica
Sharda Costa Rica SA is engaged in the business of dealing in agrochemical products in Costa Rica. During the year, there were no operations in the Company.
Sharda Cropchem Espana, S.L., Spain Sharda Cropchem Espana, S.L. is engaged in the business of distribution of agrochemical products in Spain and abroad. For the year ended 31 March, 2023, the Companyâs total income is '' 28,593.17 Lakhs (Previous year: '' 19,865.57 Lakhs) and Profit for the year is '' 879.32 Lakhs (Previous year: '' 626.21 Lakhs).
Sharda Cropchem Israel Limited, Israel
Sharda Cropchem Israel Limited is engaged in the business of dealing in agrochemical products in Israel. During the year, there were no operations in the Company.
Sharda Cropchem Tunisia SARL, Tunisia
Sharda Cropchem Tunisia SARL is engaged in the business of dealing in agrochemical products in Tunisia. For the year ended 31 December, 2022, the Companyâs total income is '' 2.30 Lakhs (Previous Year: '' 6.99 Lakhs) and Loss for the year is '' 3.32 Lakhs (Previous Year: Profit of '' 5.83 Lakhs).
Sharda De Guatemala, S.A., Guatemala Sharda De Guatemala, S.A. is engaged in the business of dealing in agrochemical products in Guatemala. During the year, there were no operations in the Company.
Sharda Del Ecuador CIA. Ltda., Ecuador
Sharda Del Ecuador CIA. Ltda. is engaged in the business of dealing in agrochemical products in Ecuador. For the year ended 31 December, 2022, Companyâs total income is '' 39.06 Lakhs (Previous Year: '' 44.86 Lakhs) and there is no profit in the Company.
Sharda Do Brasil Comercio De Produtos Quimicos E Agroquimicos Ltda, Brazil
Sharda Do Brasil Comercio De Produtos Quimicos E Agroquimicos Ltda is engaged in the business of dealing
in agrochemical products in Brazil. During the year ended 31 December, 2022, the Companyâs total income is Nil (Previous Year: '' 23.19 Lakhs) and Profit for the year is Nil (Previous year: '' 23.19 Lakhs).
Sharda Dominicana S.R.L., Dominican Republic
Sharda Dominicana S.R.L is engaged in the business of dealing in agrochemical products in Dominican Republic. During the year, there were no operations in the Company.
Sharda EL Salvador S. A. DE CV, EL Salvador
Sharda EL Salvador S.A. DE CV is engaged in the business of dealing in agrochemical products in EL Salvador. During the year, there were no operations in the Company.
Sharda Hellas Agrochemicals Limited, Greece *
Sharda Hellas Agrochemicals Limited is engaged in the business of dealing in agrochemical products in Greece. For the period ended 18 April, 2022, the Companyâs total income is Nil (Previous Year: '' 1.31 Lakhs) and Loss for the period is Nil (Previous year: '' 1.79 Lakhs).
* M/s. Sharda Hellas Agrochemicals Limited was closed during the year 2022-23.
Sharda Hungary Kft, Hungary
Sharda Hungary Kft is engaged in the business of dealing in agrochemical products in Hungary and abroad. For the year ended 31 March, 2023, the Companyâs total income is '' 13,576.91 Lakhs (Previous year: '' 16,098.92 Lakhs) and Loss for the year is '' 86.81 Lakhs (Previous year: '' 65.78 Lakhs).
Sharda International DMCC, U.A.E.
Sharda International DMCC is engaged in trading in agrochemicals, conveyor belts and chemicals in UAE and abroad. For the year ended 31 March, 2023, the Companyâs total income is '' 69,971.46 Lakhs (Previous year: '' 58,202.08 Lakhs) and Profit for the year is '' 16,819.95 Lakhs (Previous year: '' 7,528.50 Lakhs).
Sharda Italia SRL is engaged in the business of dealing in agrochemical products in Italy. For the year ended 31 March, 2023, the Companyâs total income is '' 1 1,695.80 Lakhs (Previous Year: '' 7,730.17 Lakhs) and Profit for the year is '' 172.55 Lakhs (Previous year: '' 265.98 Lakhs).
Sharda Peru SAC is engaged in the business of dealing in agrochemical products in Peru. For the year ended 31 December, 2022, the Companyâs total income is '' 36.06 Lakhs (Previous Year: '' 26.25 Lakhs) and Profit for the year is Nil (Previous year: '' 0.09 Lakhs).
Sharda Poland SP. ZO.O, Poland
Sharda Poland SP ZO.O. is engaged in the business of distribution of agrochemical products in Poland and abroad. For the year ended 31 March, 2023, the Companyâs total income is '' 23,576.40 Lakhs (Previous year: '' 8,562.56 Lakhs) and Profit for the year is '' 184.10 Lakhs (Previous year: Loss of '' 95.39 Lakhs).
*Sharda Polska SP. ZO.O., Poland
Sharda Polska SP. ZO.O. is engaged in the business of dealing in agrochemical products in Poland.
*Sharda Polska SP ZO.O. got merged with Sharda Poland SP ZO.O w.e.f 1 March, 2022 pursuant to court order.
Sharda Spain, S.L. is engaged in the business of dealing in agrochemical products in Spain. For the year ended 31 December, 2022, the Companyâs total income is Nil (Previous Year: '' 0.26 Lakhs) and Loss for the year is Nil (Previous year: '' 0.23 Lakhs).
Sharda Swiss SARL, Switzerland
Sharda Swiss SARL is engaged in the business of dealing in agrochemical products in Switzerland. For the year ended 31 December, 2022, the Companyâs total income is '' 2.88 Lakhs (Previous Year: NIL) and Loss for the year is '' 0.07 Lakhs (Previous year: '' 0.07 Lakhs).
Sharda Taiwan Limited, Taiwan
Sharda Taiwan Limited is engaged in the business of dealing in agrochemical products in Taiwan. During the year, there were no operations in the Company.
Sharda Ukraine LLC, Ukraine
Sharda Ukraine LLC is engaged in the business of dealing in agrochemical products in Ukraine. For the year ended 31 December, 2022, the Companyâs total income is '' 7.17 Lakhs (Previous Year: '' 12.17 Lakhs) and Profit for the year is '' 0.21 Lakhs (Previous year: Loss of '' 0.32 Lakhs).
Sharda USA LLC is engaged in the business of dealing in agrochemical products in USA. For the year ended 31 December, 2022, the Companyâs total income is NIL (Previous Year: NIL) and Loss for the year is Nil (Previous year: Loss of '' 0.04 Lakhs).
Shardacan Limited is engaged in the business of dealing in agrochemical products in Canada. During the year, there were no operations in the Company.
Shardaserb DO.O. is engaged in the business of dealing in agrochemical products in Serbia. For the year ended 31 December, 2022, the Companyâs total income is '' 17.70 Lakhs (Previous Year: '' 5.15 Lakhs) and Loss for the year is Nil (Previous year: Loss of '' 0.01 Lakhs).
Sharzam Limited, Zambia
Sharzam Limited is engaged in the business of dealing in agrochemical products in Zambia. During the year, there were no operations in the Company.
Sharda Private (Thailand) Limited, Thailand
Sharda Private (Thailand) Limited is engaged in the business of dealing in agrochemical products in Thailand. For the year ended 31 March, 2023, the Companyâs total income is '' 681 Lakhs (Previous Year: '' 566.13 Lakhs) and Profit for the year is '' 12.42 Lakhs (Previous year: '' 2.93 Lakhs).
Sharda Maroc SARL is engaged in the business of dealing in agrochemical products in Morocco. For the year ended 31 December, 2022, the Companyâs total income is '' 1,018.46 Lakhs (Previous Year: '' 1,012.41 Lakhs) and Profit for the year is '' 17.97 Lakhs (Previous year: Loss of '' 5.54 Lakhs).
SUBSIDIARY COMPANIES - INDIRECTEuroazijski Pesticide d.o.o., Croatia
Euroazjiski Pesticidi d.o.o. is engaged in the business of dealing in agrochemical products in Croatia. For the year ended 31 March, 2023, the Companyâs total income is '' 129.35 Lakhs (Previous Year: '' 139.39 Lakhs) and Profit for the year is '' 13.18 Lakhs (Previous year: Loss of '' 6.79 Lakhs).
Sharda Benelux BVBA is engaged in the business of dealing in agrochemical products in Belgium. For the year ended 31 December, 2022, the Companyâs total income is '' 0.58 Lakhs (Previous Year: '' 1.76 Lakhs) and Loss for the year is '' 0.07 Lakhs (Previous year: Profit of '' 0.79 Lakhs).
Sharda Bolivia SRL is engaged in the business of dealing in agrochemical products in Bolivia. For the year ended 31 December, 2022, the Companyâs total income is '' 21.05 Lakhs (Previous Year: 0.34 Lakhs) and Profit for the year is '' 2.50 Lakhs (Previous year Profit of '' 4.81 Lakhs).
Sharda Colombia S.A.S., Colombia
Sharda Colombia S.A.S. is engaged in the business of distribution of agrochemical products in Colombia and abroad. For the year ended 31 March, 2023, the Companyâs total income is '' 357.77 Lakhs (Previous year: '' 217.22 Lakhs) and Loss for the year is '' 21.34 Lakhs (Previous year: '' 70.66 Lakhs).
Sharda De Mexico S. De Rl De CV, Mexico
Sharda De Mexico S. De Rl De CV is engaged in the business of distribution of agrochemical products in Mexico and abroad. For the year ended 31 March, 2023, the Companyâs total income is '' 9,114.14 Lakhs (Previous year: '' 9,051.40 Lakhs) and Profit for the year of '' 27.93 Lakhs (Previous year: Loss of '' 301.25 Lakhs).
Sharda Europe BVBA, Belgium
Sharda Europe BVBA is engaged in the business of dealing in agrochemical products in Belgium. For the year ended 31 March, 2023, the Companyâs total income is '' 2.64 Lakhs (Previous Year: '' 2.13 Lakhs) and Loss for the year is '' 2.30 Lakhs (Previous year: '' 0.28 Lakhs).
Sharda International Africa (Pty) Limited, South Africa
Sharda International Africa (Pty) Limited is engaged in the business of dealing in agrochemical products in South Africa. For the year ended 31 March, 2023, the Companyâs total income is '' 3,690.71 Lakhs (Previous year: '' 2,892.22 Lakhs) and Profit for the year is '' 73.46 Lakhs (Previous year: '' 279.31 Lakhs).
Sharpar S.A. is engaged in the business of dealing in agrochemical products in Paraguay. For the year ended 31 December, 2022, the Companyâs total income is '' 7.63 Lakhs (Previous Year: '' 8.79 Lakhs) and Profit for the year is '' 0.10 Lakhs (Previous year: '' 0.09 Lakhs).
Siddhivinayak International Limited, U.A.E.
Siddhivinayak International Limited is engaged in the business of trading and investments in U.A.E. and abroad. For the year ended 31 March, 2023, the Companyâs total income is Nil (Previous Year: '' 5.07 Lakhs) and Loss for the year is '' 0.56 Lakhs (Previous year: Profit of '' 4.40 Lakhs).
Sharda Agrochem Limited, United Kingdom
Sharda Agrochem Limited is engaged in the business of dealing in agrochemical products in United Kingdom. During the year, there were no operations in the Company.
Sharda Impex Trading LLC, U.A.E
Sharda Impex Tradinc LLC is engaged in the business of dealing in agrochemical products in UAE and abroad. The Companyâs total income is '' 32.81 Lakhs (Previous Year: NIL) and Loss for the year is '' 48.78 Lakhs (Previous year: '' 55.29 Lakhs).
The Company does not have any Material Indian Subsidiary as per the parameters laid down by the Companies Act, 2013. The Policy on Material Subsidiary is uploaded on the Companyâs website viz. http://www.shardacropchem.com/ policy.html. The Policy was last updated on 22 January, 2020.
All Related Party Transactions entered into during the Financial Year were on an armâs length basis and were in the ordinary course of business. There are no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.
All Related Party Transactions are placed before the Audit Committee. The policy on Related Party Transactions as approved by the Board is uploaded on the Companyâs website viz. http://www.shardacropchem.com/policy.html. The Policy was last updated on 22 January, 2022.
Since all the Related Party Transactions entered into by the Company are in the ordinary course of business and on armâs length basis, Form AOC-2 is not applicable to the Company. None of the Directors has any pecuniary relationship or transactions vis-a-vis the Company.
As on 31 March, 2023, the Company has Eight (8) Directors consisting of Four (4) Independent Directors, Three (3) Executive Directors and One (1) Chairman & Managing Director.
Appointment / Resignations from the Board of Directors
During the year, the Company has re-appointed Mr Manish R. Bubna (DIN: 00137394) at Annual General Meeting dated 2 August, 2022 as he was retiring by rotation and being eligible, offered herself for re-appointment.
The Company has received declarations from the Independent Directors confirming that they met with the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and under Regulation 16(b) and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "SEBI Regulations").
The Companyâs Board is represented by two Woman Directors, Mrs. Sharda R. Bubna and Ms Sonal Desai.
Directors Retiring by Rotation
In accordance with the provision of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr Ashish R. Bubna (DIN: 00945147), Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment.
The information of Directors seeking appointment/re-appointment as required pursuant to Regulation 36(3) of the SEBI Regulations is provided in the notice covering the Annual General Meeting of the Company.
None of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as directors of Companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such statutory authority.
Appointment/Resignation of the Key Managerial Personnel
In terms of Section 2(51) and Section 203 of the Companies Act, the following are the KMPs of the Company as on 31 March, 2023:
Mr Ramprakash V. Bubna, Chairman & Managing Director
Mrs Sharda R. Bubna, Whole-time Director
Mr Ashish R. Bubna, Whole-time Director
Mr Manish R. Bubna, Whole-time Director
Mr Ashok Vashisht, Chief Financial Officer
Mr Jetkin Gudhka, Company Secretary & Compliance Officer
On the recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company at its meeting held on 12 May, 2023, subject to the approval of the members of the Company, re-appointed Mr Ramprakash V. Bubna (DIN: 00136568) as the Chairman and Managing Director, Mrs. Sharda R. Bubna (DIN: 00136760), Mr Ashish R. Bubna (DIN: 00945147) & Mr Manish R. Bubna, as the WholeTime Director(s) of the Company for a period of 5 (five) years with effect from 1 January, 2024 upto 31 December, 2028 upon the terms and conditions as set out in the Agreement. Requisite proposal seeking their approval for re-appointment and payment of remuneration forms part of the Notice convening the 20th Annual General Meeting of the Company.
Number of Meetings of the Board
Regular meetings of the Board are held to discuss and decide on various business policies, strategies and other businesses.
The Board met Four times during the 2022-23 viz 13 May, 2022, 25 July, 2022, 21 October, 2022 and 24 January, 2023.
Detailed information on the meetings of the Board are included in the report on Corporate Governance, which forms part of this Annual Report.
Meeting of Independent Directors
During the year under review, a separate meeting of the Independent Directors of the Company was held on 24 January, 2023, wherein the performance of the NonIndependent Directors and the Board as a whole was evaluated. The Independent Directors at their meeting also assessed the quality, quantity and timeliness of flow of information between the Companyâs management and the Board of Directors.
The Company has several committees which have been established as a part of the best corporate governance practices and are in compliance with the requirements of the relevant provisions of laws and statutes applicable to the Company.
The Company has following Committees namely:
1. Audit Committee;
2. Nomination and Remuneration Committee;
3. Stakeholdersâ Relationship Committee;
4. Corporate Social Responsibility Committee.
5. Risk Management Committee.
The details with respect to the composition, powers, roles, terms of reference, etc. of the aforesaid committees are given in details in the "Report on Corporate Governance" of the Company which forms part of the Annual Report.
PERFORMANCE EVALUATION OF THE BOARD:
In compliance with the provisions of the Companies Act, 2013 and Regulation 25(4)(a) of the SEBI Regulation, annual performance evaluation of the Board and its Directors individually was carried out. Various parameters such as the Boardâs functioning, composition of its Board and Committees, execution and performance of specific duties, obligations and governance were considered for evaluation.
The performance evaluation of the Board as a whole was carried out by the Independent Directors. The performance evaluation of each Independent Director was also carried out by the Board.
There are no observations which are carried by any of the director on evaluation of Board.
FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS:
Pursuant to the SEBI regulations, the Company has worked out a Familiarisation programme for the Independent Directors, with a view to familiarise them with their role, rights and responsibilities in the Company, nature of Industry in which the Company operates, business model of the Company, etc.
Through the Familiarisation programme, the Company apprises the Independent Directors about the business
model, corporate strategy, business plans and operations of the Company. Directors are also informed about the financial performance, annual budgets, internal control system, statutory compliances etc. They are also familiarised with Companyâs vision, core values, ethics and corporate governance practices.
Details of Familiarisation programme of Independent Directors with the Company are available on the website of the Company http://www.shardacropchem.com/ announcement.html
CORPORATE SOCIAL RESPONSIBILITY (CSR):
As required by Section 135 of the Companies Act, 2013, the Company is required to spend '' 67,660,805/- towards CSR activities out of which during the year, the Company has spent '' 86,615,340/- towards CSR activities. The Company had spent more than the amount which is required to pay.
The CSR initiatives taken up by the Company are in the areas of promoting education, medical relief, eradicating hunger, empowerment of women, animal welfare, promotion of Olympic sports and rural development projects. These projects are in accordance with the activities included in Schedule VII of the Companies Act, 2013 and the Companyâs CSR Policy. The Annual Report on CSR activities forms a part of this Report as Annexure - 2
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an internal control system. All these controls were operating effectively during the year.
The Company has adequate internal financial controls. During the year, such controls were tested to find out any weaknesses in them. Services of professional consultants were obtained to remove such weaknesses and ensure robust internal financial controls and to ensure that these controls are operating effectively.
The Company is complying with all the applicable Indian Accounting Standards (Ind AS). The accounting records are maintained in accordance with generally accepted accounting principles in India. This ensures that the financial statements reflect true and fair financial position of the Company.
The Company has adopted a Risk Management Policy wherein all material risks faced by the Company are identified
and assessed. The Risk Management framework defines the risk management approach of the Company and includes collective identification of risks impacting the Companyâs business and documents their process of identification, mitigation and optimisation of such risks. The Policy is uploaded on the website of the Company viz.: http://www. shardacropchem.com/policy.html.
NOMINATION & REMUNERATION POLICY:
The Companyâs Remuneration Policy has been disclosed in the Report on Corporate Governance which forms part of the Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS AND BUSINESS RESPONSIBILITY:
The Management Discussion and Analysis Report & the Business Responsibility Report for the year under review as stipulated under SEBI Regulations, forms part of the Annual Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has adopted a Whistle Blower Policy to report genuine concerns or grievances and to deal with instances of fraud and mismanagement. The Whistle-blower Policy has been posted on the Companyâs website at http://www. shardacropchem.com/policy.html. The Policy was last updated on 22 January, 2020.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITOON AND REDRESSAL) ACT, 2013:
The Company has in place a policy for Prevention of Sexual Harassment in line with the requirements of The Sexual Harassment of Women at the Workplace (Preservation, Prohibition & Redressal) Act, 2013. Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy. This Policy has been uploaded on the website of the Company at http://www.shardacropchem.com/policy. html. The Policy was last updated on 22 January, 2020. The Company has not received any complaint of sexual harassment during the Financial Year 2022-23.
AUDITORS:a) Statutory Auditors:
The Company has appointed M/s. B S R & Associates LLP Chartered Accountants, (Firm Registration No
1 16231W/W-100024) as the Statutory Auditors of the Company till the conclusion of 20th Annual General Meeting of the Company.
M/s. B S R & Associates LLP have expressed their unwillingness to continue as the Statutory Auditors of the Company.
The Company proposes to appoint M/s. M/s. B S R & Co. LLP Chartered Accountants, (Firm Registration No 101248W/W-100022) as the Statutory Auditors of the Company for a term of five years, to hold office from the conclusion of the forthcoming 20th Annual General Meeting until the conclusion of the 25th Annual General Meeting of the Company to be held in the year 2028, to examine and audit the accounts of the Company.
The requisite resolution for approval by the members of the Company has been set out in the Notice of the 20th AGM of your Company.
M/s. B S R & Co. LLP, have given their consent to act as the Auditors of the Company and have confirmed that the said appointment, if made, will be in accordance with the conditions prescribed under Sections 139 and 141 of the Act.
The Auditorâs Report on Standalone and Consolidated financial statements is a part of this Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.
Pursuant to the provisions of Section 138 of the Companies Act and the Companies (Accounts) Rules, 2014, on the recommendation of the Audit Committee, M/s. Bathiya & Associates LLP were appointed by the Board of Directors to conduct internal audit reviews of the Company.
ursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. KJB & CO LLP, a firm of Company Secretaries in Practice to conduct the Secretarial Audit of the Company for the Financial Year 2022-23. The Secretarial Audit Report is annexed to this report as Annexure - 3.
Reply to the qualification in Secretarial Report:
Qualification: Pursuant to the Regulation 3(5) and 3(6) of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, The Company has upgraded to web-based System Driven Disclosure system in place of Microsoft excel based system during the year under review. The same has already been disclosed by the Company to the stock exchanges in its periodical filings.
Further, we are unable to express our opinion in respect of compliance of Reg. 3(2B) of PIT Regulations the course of audit as we did not find any instance of notice given by the Company to any person to maintain confidentiality with whom any unpublished price sensitive information pursuant to ''legitimate purposeâ if any shared by the Company.
The Company has upgraded itself to the web-based System Driven Disclosure system and the above observation is self-explanatory.
The Company executes Non-Disclosure Agreement with all the parties with whom confidential / UPSI information is shared.
The Company is committed to achieve the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set by the Regulators. A separate section on Corporate Governance practices followed by the Company as stipulated under Regulation 43(3) and Schedule V of the SEBI Regulations, together with a certificate from M/s. KJB & CO LLP a firm of Company Secretaries in Practice, confirming Compliance to the conditions as stated in Regulation 34(3) of the SEBI Regulations forms part of this Annual Report.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 and the Rules made thereunder are given in the notes to Financial Statements.
CONSOLIDATED FINANCIAL STATEMENTS:
The Consolidated Financial Statements of the Company prepared in accordance with the Indian Accounting Standards ("Ind AS"), applicable Accounting Standards notified under
Section 133 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, as amended from time to time, forms part of this Annual Report.
Pursuant to Section 92 and 134(3) of the Companies Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the draft of the form MGT-7 (Annual Return) of the Company for the financial year ended 31 March, 2023 is uploaded on the website of the Company and can be accessed at www.shardacropchem.com.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
No significant and material orders have been passed by the Regulators or Courts or Tribunals which will impact the going concern status of the Company and its future operations.
The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company are given in Annexure - 4 and Annexure - 5 hereunder and forms part of this report.
DIRECTORS RESPONSIBILITY STATEMENT:
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors, including audit of the internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by the Management and the relevant Board Committees, including the Audit Committee, the Board if of the opinion that the Companyâs internal financial controls were adequate and effective during 2022-23.
Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Companies Act, the Board of Directors, to the best of their knowledge and ability, confirm that:
a. In the preparation of the Annual Accounts, the applicable accounting standards have been followed and that there are no material departures;
b. They have selected such accounting policies and applied them consistently and made judgements 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;
c. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. They have prepared the annual accounts on a going concern basis;
e. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;
f. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
1) Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and Outgo:
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is as follows:
A. Conservation of Energy, Technology Absorption
The provisions of Section 134(1)(m) read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable to the Company.
B. Foreign Exchange Earnings and Outgo
The foreign exchange earnings and outgo during the year together with comparable figures of the previous year are as stated below:
|
('' in Lakhs) |
||
|
Particulars |
Year ended |
Year ended |
|
31 March,2023 |
31March,-2022 |
|
|
Foreign Exchange Earnings |
3,12,355.18 |
2,89,300.05 |
|
Foreign Exchange Outgo |
2,81,798.76 |
2,43,882.88 |
2) Maintenance of Cost Record:
Pursuant to Section 148 of the Companies Act, the Company has maintained the Cost Accounting Records for 2022-23. The Company has received Cost Compliance Certificate from M/s. N. Ritesh & Associates, Cost Accountants.
The Company has complied with the applicable Secretarial Standards as amended from time to time.
During the year under review, no fraud has been reported by Auditors under sub-section 12 of Section 143 of the Companies Act, 2013.
During the year under review, there is no change in the Memorandum of Association and Articles of Association of the Company.
During the year under review, CRISIL has maintained the credit rating of "CRISIL A1 " on the short-term banking facilities of the Company.
LISTING OF THE COMPANY''S EQUITY SHARES:
The equity shares of your Company are listed on The BSE Limited and The National Stock Exchange of India Limited There is no default in paying annual listing fees.
The Directors take this opportunity to express deep and sincere gratitude to all the stakeholders of the Company for their confidence and patronage.
The Directors wish to place on record their appreciation for the support and contribution made by the employees at all levels and also wish to thank all its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in your Company.
Mar 31, 2022
The Board of Directors are pleased to submit the report of the business and operations of your Company ("the Company" or "Sharda Cropchem Limited"), along with the audited financial statements, for the financial year ended 31 March, 2022. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.
|
FINANCIAL PERFORMANCE: ('' in Lakhs) |
||||
|
Particulars |
Standalone |
Consolidated |
||
|
FY 2021-22 |
FY 2020-21 |
FY 2021-22 |
FY 2020-21 |
|
|
Revenue from operations |
2,94,643.58 |
2,03,261.95 |
3,57,976.68 |
2,39,560.77 |
|
Other income |
4,840.88 |
8,092.02 |
2,887.77 |
4,593.56 |
|
Total Income |
2,99,484.46 |
2,11,353.97 |
3,60,864.45 |
2,44,154.33 |
|
Expenses excluding interest, depreciation and amortisation expenses |
2,35,548.94 |
1,65,647.41 |
2,89,685.80 |
1,95,887.67 |
|
Earnings before interest, tax, depreciation and amortisation (EBITDA)* |
63,935.52 |
45,706.56 |
71,178.65 |
48,266.66 |
|
Depreciation and amortisation expenses |
24,529.26 |
17,039.34 |
24,533.49 |
17,044.00 |
|
Finance Cost |
162.69 |
199.00 |
221.29 |
277.21 |
|
Profit before tax (PBT) |
39,243.57 |
28,468.22 |
46,423.87 |
30,945.45 |
|
Tax Expense |
10,954.49 |
7,488.88 |
11,496.13 |
8,023.68 |
|
Net Profit for the year |
28,289.08 |
20,979.34 |
34,927.74 |
22,921.77 |
|
Other Comprehensive Income |
15.18 |
6.10 |
305.12 |
37.64 |
|
Total Comprehensive Income |
28,304.26 |
20,985.44 |
35,232.86 |
22,959.41 |
|
*Adjusted EBITDA |
63,621.05 |
39,848.12 |
72,859.69 |
45,516.72 |
STANDALONE AND CONSOLIDATED FINANCIAL STATEMENTS
The standalone and consolidated financial statements of your Company have been prepared in accordance with the Indian Accounting Standards (âInd AS'') as notified under the Companies (Indian Accounting Standards) Rules, 2015, as amended. The financial highlights and the results of the operations, including major developments have been further discussed in detail in the Management Discussion and Analysis Report.
Further, a statement containing the salient features of the financial statements of our subsidiaries pursuant to subsection 3 of Section 129 of the Companies Act, 2013 in the prescribed form AOC-1 is appended as Annexure 1 to the Board''s report. The statement also provides the details of performance and the financial positions of each of the subsidiaries.
OPERATIONAL PERFORMANCE & FUTURE OUTLOOK:
The Company''s consolidated revenue from operations increased by 49% to '' 3,57,976.68 Lakhs in FY 2021-22. This was driven by strong growth in Europe, NAFTA & LATAM regions in existing business as well as new business. The Company has 2,686 product registrations as on 31 March, 2022.
In FY 2021-22, EBITDA margins were higher by 60%. Depreciation and amortisation expense were higher due to high capital expenditure on intangible assets to support the future growth. PAT increased by 52% from last year driven by high revenue & effective management. The Company declared a Consolidated PAT of '' 34,927.74 Lakhs.
The Company has gained a great deal from globalisation, including new customers and diverse geocentric revenue streams. Over the years, we have mastered flexibility and adopted innovative ways to grow our business overseas
The Company shall continue to focus on investment in product registrations in developed countries and high growth agricultural driven economies. Your Company strongly believes that the future of agrochemicals business lies in obtaining early product registrations due to the high entry barrier for new entrants. The Company has also invested '' 413 Crores on product registrations during 2021-22.
We continue in our endeavour to fight waves of the COVID-19 pandemic, our priority remains the safety and well-being of our employees, and business continuity for our clients. Business continuity programs were tested and practiced, and the processes were proven to be resilient. Even amid an unprecedented global crisis, we continue to balance success as a business with exemplary governance and responsiveness to the needs of all our stakeholders.
There is no change in the business activity of the Company. The Company continue to focus on agrochemicals & nonagrichemical business.
MATERIAL CHANGES OR COMMITMENTS:
There are no material changes or commitments that took place after the closure of 2021-22 till date which will have any material or significant impact on the financials of the Company.
The Company does not propose to transfer amounts to the general reserves.
During the year, the Board of Directors declared an Interim Dividend of '' 3.00 per share in their meeting dated 22 January, 2022 on the paid-up equity shares of the Company. The Directors have recommended a final dividend of '' 3.00 per share on the paid-up equity shares of the Company for the Financial Year ended 31 March, 2022 which, if approved at the ensuing Annual General Meeting of the Company, will be paid to all those equity shareholders of the Company whose names appear in the register of members as on the record date.
The aggregate gross amount of Interim Dividend Distributed is '' 2,706.61 Lakhs subject to TDS as applicable.
The final dividend on equity shares, if approved by the members, would involve a cash outflow of '' 2,706.61 Lakhs, subject to TDS as applicable.
The total dividend on equity shares for FY 2021-22 amounts to '' 6.00 per share and would involve a total cash outflow of '' 5,413.22 Lakhs, subject to TDS as applicable.
DIVIDEND DISTRIBUTIION POLICY:
The Dividend Distribution Policy, in terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR") is available on the website of the Company viz.: http://www. shardacropchem.com/policy.html
PRESERVATION OF DOCUMENTS & ARCHIVAL POLICY:
The Company has adopted a Preservation of Documents and Archival Policy for preservation of documents as defined under Regulation 9 of the SEBI Regulations. The said policy is available on the website of the Company viz. http://shardacropchem.com/policy.html.
The paid-up equity share capital of the Company as on 31 March, 2022 was '' 9,022.05 Lakhs. During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor buy-back nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.
During the year, none of the promoters acquired / sold any shares of the Company.
The Company has not accepted / invited deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.
SUBSIDIARY COMPANIES - DIRECT Axis Crop Science Private Limited
Axis Crop Science Private Limited is engaged in marketing and distribution of agrochemicals in India. For the year ended 31 March, 2022, the Company''s total income is
Nihon Agro Service Kabushiki Kaisha
Nihon Agro Service Kabushiki Kaisha is engaged in the business of dealing in agrochemical products in Japan. For the year ended 31 March, 2022, the Company''s total income is NIL (Previous year: '' 6.01 Lakhs) and Loss for the year is '' 0.47 Lakhs (Previous Year: Profit of '' 3.11 Lakhs).
Sharda Agrochem Dooel Skopje, Macedonia
Sharda Agrochem Dooel Skopje is engaged in the business of dealing in agrochemical products in Mecedonia. For the year ended 31 December, 2021, the Company''s total income is 0.50 Lakhs (Previous Year: NIL) and Profit for the year is '' 0.44 Lakhs (Previous Year: Loss of '' 0.10 Lakhs).
Sharda Balkan Agrochemicals Limited, Greece Sharda Balkan Agrochemicals Limited is engaged in the business of dealing in agrochemical products in Greece. For the year ended 31 December, 2021, the Company''s total income is '' 0.92 Lakhs (Previous Year: '' 12.73 Lakhs) and Loss for the year is '' 0.51 Lakhs (Previous Year: Profit of '' 0.23 Lakhs).
Sharda Costa Rica SA, Costa Rica Sharda Costa Rica SA is engaged in the business of dealing in agrochemical products in Costa Rica. During the year, there were no operations in the Company.
Sharda Cropchem Espana, S.L., Spain
Sharda Cropchem Espana, S.L. is engaged in the business of distribution of agrochemical products in Spain and abroad. For the year ended 31 March, 2022, the Company''s total income is '' 19,865.57 Lakhs (Previous year: '' 16,607.46 Lakhs) and Profit for the year is '' 626.21 (Previous year: Profit of '' 297.30 Lakhs).
Sharda Cropchem Israel Limited, Israel Sharda Cropchem Israel Limited is engaged in the business of dealing in agrochemical products in Israel. During the year, there were no operations in the Company.
Sharda Cropchem Tunisia SARL, Tunisia Sharda Cropchem Tunisia SARL is engaged in the business of dealing in agrochemical products in Tunisia. For the year ended 31 December, 2021, the Company''s total income is '' 6.99 Lakhs (Previous Year: 0.47 Lakhs) and Profit for the year is '' 5.83 Lakhs (Previous Year: '' 0.28 Lakhs).
Sharda De Guatemala, S.A., Guatemala Sharda De Guatemala, S.A. is engaged in the business of dealing in agrochemical products in Guatemala. During the year, there were no operations in the Company.
Sharda Del Ecuador CIA. Ltda., Ecuador
Sharda Del Ecuador CIA. Ltda. is engaged in the business of dealing in agrochemical products in Ecuador. For the year ended 31 December, 2021, Company''s total income is '' 44.86 Lakhs (Previous Year: '' 32.46 Lakhs) and Profit for the year is NIL (Previous year: NIL).
Sharda Do Brasil Comercio De Produtos Quimicos E Agroquimicos Ltda, Brazil
Sharda Do Brasil Comercio De Produtos Quimicos E Agroquimicos Ltda is engaged in the business of dealing in agrochemical products in Brazil. During the year ended 31 December, 2021, the Company''s total income is '' 23.19 Lakhs (Previous Year: '' 35.78 Lakhs) and Profit for the year is '' 23.19 Lakhs (Previous year: Loss of '' 4.78 Lakhs).
Sharda Dominicana S.R.L., Dominican Republic
Sharda Dominicana S.R.L is engaged in the business of dealing in agrochemical products in Dominican Republic. During the year, there were no operations in the Company.
Sharda EL Salvador S. A. DE CV, EL Salvador
Sharda EL Salvador S.A. DE CV is engaged in the business of dealing in agrochemical products in EL Salvador. During the year, there were no operations in the Company.
Sharda Hellas Agrochemicals Limited, Greece
Sharda Hellas Agrochemicals Limited is engaged in the business of dealing in agrochemical products in Greece. For the year ended 31 December, 2021, the Company''s total income is '' 1.31 Lakhs (Previous Year: '' 4.40 Lakhs) and Loss for the year is '' 1.79 Lakhs (Previous year: Profit of '' 1.01 Lakhs).
Sharda Hungary Kft, Hungary
Sharda Hungary Kft is engaged in the business of dealing in agrochemical products in Hungary and abroad. For the year ended 31 March, 2022, the Company''s total income is '' 16,098.92 Lakhs (Previous year: '' 13,365.53 Lakhs) and Loss for the year is '' 65.78 Lakhs (Previous year: Profit of '' 146.83 Lakhs).
Sharda International DMCC, U.A.E.
Sharda International DMCC is engaged in trading in agrochemicals, conveyor belts and chemicals in UAE and
abroad. For the year ended 31 March, 2022, the Company''s total income is '' 58,202.08 Lakhs (Previous year: '' 34,070.71 Lakhs) and Profit for the year is '' 7,528.50 Lakhs (Previous year: '' 5,728.63 Lakhs).
Sharda Italia SRL is engaged in the business of dealing in agrochemical products in Italy. For the year ended 31 March, 2022, the Company''s total income is '' 7,730.17 Lakhs (Previous Year: '' 6,879.64 Lakhs) and Profit for the year is '' 265.98 Lakhs (Previous year: '' 345.46 Lakhs).
Sharda Peru SAC is engaged in the business of dealing in agrochemical products in Peru. For the year ended 31 December, 2021, the Company''s total income is '' 26.25 Lakhs (Previous Year: '' 38.33 Lakhs) and Profit for the year is '' 0.09 Lakhs (Previous year: Profit '' 9.13 Lakhs).
Sharda Poland SP. ZO.O, Poland
Sharda Poland SP. ZO.O. is engaged in the business of distribution of agrochemical products in Poland and abroad. For the year ended 31 March, 2022, the Company''s total income is '' 8,562.56 Lakhs (Previous year: '' 5,876.79 Lakhs) and Loss for the year is '' 95.39 Lakhs (Previous year: Profit of '' 187.32 Lakhs).
*Sharda Polska SP. ZO.O., Poland
Sharda Polska SP. ZO.O. is engaged in the business of dealing in agrochemical products in Poland. For the year ended 31 December, 2021, the Company''s total income is NIL (Previous Year: '' 29.37 Lakhs) and Loss for the year is '' 1.81 Lakhs (Previous year: Profit of '' 19.11 Lakhs).
*Sharda Polska SP. ZO.O. got merged with Sharda Poland SP. ZO.O w.e.f 1 March, 2022 pursuant to court order.
Sharda Spain, S.L. is engaged in the business of dealing in agrochemical products in Spain. For the year ended 31 December, 2021, the Company''s total income is 0.26 Lakhs (Previous Year: NIL) and Loss for the year is '' 0.23 Lakhs (Previous year: '' 0.16 Lakhs).
Sharda Swiss SARL, Switzerland
Sharda Swiss SARL is engaged in the business of dealing in agrochemical products in Switzerland. For the year ended 31 December, 2021, the Company''s total income is
Sharda Taiwan Limited is engaged in the business of dealing in agrochemical products in Taiwan. For the year ended 31 December, 2021, the Company''s total income is NIL (Previous Year: NIL) and Loss for the year is NIL (Previous year: '' 0.75 Lakhs).
Sharda Ukraine LLC is engaged in the business of dealing in agrochemical products in Ukraine. For the year ended 31 December, 2021, the Company''s total income is '' 12.17 Lakhs (Previous Year: '' 10.08 Lakhs) and Loss for the year is '' 0.32 Lakhs (Previous year: Profit of '' 0.01 Lakhs).
Sharda USA LLC is engaged in the business of dealing in agrochemical products in USA. For the year ended 31 December, 2021, the Company''s total income is NIL (Previous Year: '' 2.01 Lakhs) and Loss for the year is '' 0.04 Lakhs (Previous year: Profit of '' 2.01 Lakhs).
Shardacan Limited, Canada
Shardacan Limited is engaged in the business of dealing in agrochemical products in Canada. During the year, there were no operations in the Company.
Shardaserb DO.O. is engaged in the business of dealing in agrochemical products in Serbia. For the year ended 31 December, 2021, the Company''s total income is '' 5.15 Lakhs (Previous Year: '' 5.10 Lakhs) and Loss for the year is '' 0.01 Lakhs (Previous year: Profit of '' 0.38 Lakhs).
Sharzam Limited is engaged in the business of dealing in agrochemical products in Zambia. During the year, there were no operations in the Company.
Sharda Private (Thailand) Limited, Thailand
Sharda Private (Thailand) Limited is engaged in the business of dealing in agrochemical products in Thailand. For the year ended 31 March, 2022, the Company''s total income is '' 566.13 Lakhs (Previous Year: '' 562.19 Lakhs) and Profit for the year is '' 2.93 Lakhs (Previous year: '' 15.02 Lakhs).
Sharda Maroc SARL is engaged in the business of dealing in agrochemical products in Morocco. For the year ended 31 December, 2021, the Company''s total income is '' 1,012.41 Lakhs (Previous Year: NIL) and Loss for the year is '' 5.54 Lakhs (Previous year: NIL).
SUBSIDIARY COMPANIES - INDIRECT Euroazijski Pesticide d.o.o., Croatia
Euroazjiski Pesticidi d.o.o. is engaged in the business of dealing in agrochemical products in Croatia. For the year ended 31 March, 2022, the Company''s total income is '' 139.39 Lakhs (Previous Year: '' 122.14 Lakhs) and Loss for the year is '' 6.79 Lakhs (Previous year: Profit of '' 8.52 Lakhs).
Sharda Benelux BVBA, Belgium
Sharda Benelux BVBA is engaged in the business of dealing in agrochemical products in Belgium. For the year ended 31 December, 2021, the Company''s total income is '' 1.76 Lakhs (Previous Year: '' 3.42 Lakhs) and Profit for the year is '' 0.79 Lakhs (Previous year: '' 3.03 Lakhs).
Sharda Bolivia SRL, Bolivia
Sharda Bolivia SRL is engaged in the business of dealing in agrochemical products in Bolivia. For the year ended 31 December, 2021, the Company''s total income is '' 0.34 Lakhs (Previous Year: '' 85.96 Lakhs) and Profit for the year is '' 4.81 Lakhs (Previous year Loss: '' 65.55 Lakhs).
Sharda Colombia S.A.S., Colombia
Sharda Colombia S.A.S. is engaged in the business of distribution of agrochemical products in Colombia and abroad. For the year ended 31 March, 2022, the Company''s total income is '' 217.22 Lakhs (Previous year: '' 952.26 Lakhs) and Loss for the year is '' 70.66 Lakhs (Previous year: Profit of '' 35.04 Lakhs).
Sharda De Mexico S. De Rl De CV, Mexico
Sharda De Mexico S. De Rl De CV is engaged in the business of distribution of agrochemical products in Mexico and abroad. For the year ended 31 March, 2022, the Company''s total income is '' 9,051.40 Lakhs (Previous year: '' 8,640.36 Lakhs) and Loss for the year of '' 301.25 Lakhs (Previous year: Profit of '' 387.61 Lakhs).
Sharda Europe BVBA, Belgium
Sharda Europe BVBA is engaged in the business of dealing in agrochemical products in Belgium. For the year ended 31 March, 2022, the Company''s total income is '' 2.13 Lakhs (Previous Year: '' 5.21 Lakhs) and Loss for the year is '' 0.28 Lakhs (Previous year: Profit of '' 2.71 Lakhs).
Sharda International Africa (Pty) Limited, South Africa
Sharda International Africa (Pty) Limited is engaged in the business of dealing in agrochemical products in South Africa. For the year ended 31 March, 2022, the Company''s total income is '' 2,892.22 Lakhs (Previous year: '' 1,709 Lakhs) and Profit for the year is '' 279.31 Lakhs (Previous year: '' 19.23 Lakhs).
Sharda Malaysia SDN BHD, Malaysia
Sharda Malaysia SDN BHD has been dissolved on 15th December, 2020.
Sharpar S.A., Paraguay
Sharpar S.A. is engaged in the business of dealing in agrochemical products in Paraguay. For the year ended 31 December, 2021, the Company''s total income is '' 8.79 Lakhs (Previous Year: '' 10.73 Lakhs) and Profit for the year is '' 0.09 Lakhs (Previous year: Loss of '' 0.17 Lakhs).
Siddhivinayak International Limited, U.A.E.
Siddhivinayak International Limited is engaged in the business of trading and investments in U.A.E. and abroad. For the year ended 31 March, 2022, the Company''s total income is '' 5.07 Lakhs (Previous Year: '' 6.17 Lakhs) and Profit for the year is '' 4.40 Lakhs (Previous year: '' 3.20 Lakhs).
Sharda Agrochem Limited, United Kingdom
Sharda Agrochem Limited is engaged in the business of dealing in agrochemical products in United Kingdom. This Company was formed on 11 February, 2021. The Company is yet to start its operations.
Sharda Impex Trading LLC, U.A.E
Sharda Impex Tradinc LLC is engaged in the business of dealing in agrochemical products in UAE and abroad. This Company was formed on 17 March, 2021. The Company is yet to start its operations.
The Company does not have any Material Indian Subsidiary as per the parameters laid down by the Companies Act, 2013. The Policy on Material Subsidiary is uploaded on the Company''s website viz. http://www.shardacropchem. com/policy.html. The Policy was last updated on 22 January, 2020.
All Related Party Transactions entered into during the Financial Year were on an arm''s length basis and were in the ordinary course of business. There are no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.
All Related Party Transactions are placed before the Audit Committee. The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website viz. http://www.shardacropchem.com/policy. html. The Policy was last updated on 22 January, 2022.
Since all the Related Party Transactions entered into by the Company are in the ordinary course of business and on arm''s length basis, Form AOC-2 is not applicable to the Company. None of the Directors has any pecuniary relationship or transactions vis-a-vis the Company.
As on 31 March, 2022, the Company has Eight (8) Directors consisting of Four (4) Independent Directors, Three (3) Executive Directors and One (1) Chairman & Managing Director.
Appointment / Resignations from the Board of Directors
During the year, the Company has re-appointed Mrs. Sharda R Bubna (DIN: 00136760) at Annual General Meeting dated 29 July, 2021 as she was retiring by rotation and being eligible, offered herself for re-appointment.
The Company has received declarations from the Independent Directors confirming that they met with the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and under Regulation 16(b) and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "SEBI Regulations").
Woman Director
The Company''s Board is represented by two Woman Directors, Mrs. Sharda R. Bubna and Ms. Sonal Desai.
Directors Retiring by Rotation
In accordance with the provision of Section 152 of the Companies Act, 2013 and Articles of Association of the
Company, Mr. Manish R Bubna (DIN: 00137394), Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment.
The information of Directors seeking appointment/re-appointment as required pursuant to Regulation 36(3) of the SEBI Regulations is provided in the notice covering the Annual General Meeting of the Company.
None of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as directors of Companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such statutory authority.
Appointment/Resignation of the Key Managerial Personnel
In terms of Section 2(51) and Section 203 of the Companies Act, the following are the KMPs of the Company as on 31 March, 2022:
Mr. Ramprakash V. Bubna, Chairman & Managing Director
Mrs. Sharda R. Bubna, Whole-time Director
Mr. Ashish R. Bubna, Whole-time Director
Mr. Manish R. Bubna, Whole-time Director
Mr. Ashok Vashisht, Chief Financial Officer
Mr. Jetkin Gudhka, Company Secretary & Compliance
Officer
Number of Meetings of the Board
Regular meetings of the Board are held to discuss and decide on various business policies, strategies and other businesses.
The Board met Four times during the FY 2021-22 viz 26 May, 2021, 27 July, 2021, 26 October, 2021 and 22 January, 2022.
Detailed information on the meetings of the Board are included in the report on Corporate Governance, which forms part of this Annual Report.
Meeting of Independent Directors
During the year under review, a separate meeting of the Independent Directors of the Company was held on 22 January, 2022, wherein the performance of the NonIndependent Directors and the Board as a whole was evaluated. The Independent Directors at their meeting also
assessed the quality, quantity and timeliness of flow of information between the Company''s management and the Board of Directors.
The Company has several committees which have been established as a part of the best corporate governance practices and are in compliance with the requirements of the relevant provisions of laws and statutes applicable to the Company.
The Company has following Committees namely:
1. Audit Committee;
2. Nomination and Remuneration Committee;
3. Stakeholders'' Relationship Committee;
4. Corporate Social Responsibility Committee.
5. Risk Management Committee.
The details with respect to the composition, powers, roles, terms of reference, etc. of the aforesaid committees are given in details in the "Report on Corporate Governance" of the Company which forms part of the Annual Report.
PERFORMANCE EVALUATION OF THE BOARD:
In compliance with the provisions of the Companies Act, 2013 and Regulation 25(4)(a) of the SEBI Regulation, annual performance evaluation of the Board and its Directors individually was carried out. Various parameters such as the Board''s functioning, composition of its Board and Committees, execution and performance of specific duties, obligations and governance were considered for evaluation.
The performance evaluation of the Board as a whole was carried out by the Independent Directors. The performance evaluation of each Independent Director was also carried out by the Board.
There are no observations which are carried by any of the director on evaluation of Board.
FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS:
Pursuant to the SEBI regulations, the Company has worked out a Familiarisation programme for the Independent Directors, with a view to familiarise them with their role,
rights and responsibilities in the Company, nature of Industry in which the Company operates, business model of the Company, etc.
Through the Familiarisation programme, the Company apprises the Independent Directors about the business model, corporate strategy, business plans and operations of the Company. Directors are also informed about the financial performance, annual budgets, internal control system, statutory compliances etc. They are also familiarised with Company''s vision, core values, ethics and corporate governance practices.
Details of Familiarisation programme of Independent Directors with the Company are available on the website of the Company http://www.shardacropchem.com/ announcement.html
CORPORATE SOCIAL RESPONSIBILITY (CSR):
As required by Section 135 of the Companies Act, 2013, the Company is required to spend '' 5,67,43,456/- towards CSR activities out of which during the year, the Company has spent '' 5,96,39,463/- towards CSR activities. The Company had spent more than the amount which is required to pay.
The CSR initiatives taken up by the Company are in the areas of promoting education, medical relief, eradicating hunger, empowerment of women, animal welfare, promotion of Olympic sports and rural development projects. These projects are in accordance with the activities included in Schedule VII of the Companies Act, 2013 and the Company''s CSR Policy. The Annual Report on CSR activities forms a part of this Report as Annexure - 2
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an internal control system. All these controls were operating effectively during the year.
The Company has adequate internal financial controls. During the year, such controls were tested to find out any weaknesses in them. Services of professional consultants were obtained to remove such weaknesses and ensure robust internal financial controls and to ensure that these controls are operating effectively.
The Company is complying with all the applicable Indian Accounting Standards (Ind AS). The accounting records are maintained in accordance with generally accepted accounting principles in India. This ensures that the financial statements reflect true and fair financial position of the Company.
The Company has adopted a Risk Management Policy wherein all material risks faced by the Company are identified and assessed. The Risk Management framework defines the risk management approach of the Company and includes collective identification of risks impacting the Company''s business and documents their process of identification, mitigation and optimisation of such risks. The Policy is uploaded on the website of the Company viz.: http://www.shardacropchem.com/policy.html.
NOMINATION & REMUNERATION POLICY:
The Company''s Remuneration Policy has been disclosed in the Report on Corporate Governance which forms part of the Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS AND BUSINESS RESPONSIBILITY:
The Management Discussion and Analysis Report & the Business Responsibility Report for the year under review as stipulated under SEBI Regulations, forms part of the Annual Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has adopted a Whistle Blower Policy to report genuine concerns or grievances and to deal with instances of fraud and mismanagement. The Whistle-blower Policy has been posted on the Company''s website at http://www. shardacropchem.com/policy.html. The Policy was last updated on 22 January, 2020.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITOON AND REDRESSAL) ACT, 2013:
The Company has in place a policy for Prevention of Sexual Harassment in line with the requirements of The Sexual Harassment of Women at the Workplace (Preservation, Prohibition & Redressal) Act, 2013. Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy. This Policy has been uploaded on the website of the Company at http://www.shardacropchem.com/policy. html. The Policy was last updated on 22 January, 2020. The Company has not received any complaint of sexual harassment during 2021-22.
AUDITORS:a) Statutory Auditors:
Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. B S R & Associates, (Firm No. 116231W/W-100024) Chartered Accountants, were appointed as the Statutory Auditor of the Company to hold office from the Conclusion of the 15th Annual General Meeting until the conclusion of the 20th Annual General Meeting of the Company.
The Statutory Auditor have submitted a certificate stating that their appointment is in accordance with Section 139 read with Section 141 of the Companies Act.
The Audit Report forms a part of the Annual Report and the report does not contain any qualification, reservation, adverse remark or disclaimer.
Pursuant to the provisions of Section 138 of the Companies Act and the Companies (Accounts) Rules, 2014, on the recommendation of the Audit Committee, M/s. Bathiya & Associates LLP, were appointed by the Board of Directors to conduct internal audit reviews of the Company.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. KJB & CO LLP a firm of Company Secretaries in Practice to conduct the Secretarial Audit of the Company for 2021-22. The Secretarial Audit Report is annexed to this report as Annexure - 3.
Reply to the qualification in Secretarial Report:
Qualification: The Company had annexed the report on Corporate Social Responsibility to Board''s report for the
financial year ended 31 March, 2021 in the old format instead of revised format introduced as amendment to section 135 of the Companies Act 2013 with effect from 22 January, 2021 by Ministry of Corporate Affairs and in further amendment to the Companies (Corporate Social Responsibility Policy) Rules, 2014.
Reply: Inadvertently, we had annexed the report in old format instead of new format. For the year ended 31 March, 2022, we have annexed the report in new format.
The Company is committed to achieve the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set by the Regulators. A separate section on Corporate Governance practices followed by the Company as stipulated under Regulation 43(3) and Schedule V of the SEBI Regulations, together with a certificate from M/s. KJB & CO LLP, a firm of Company Secretaries in Practice, confirming Compliance to the conditions as stated in Regulation 34(3) of the SEBI Regulations forms part of this Annual Report.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 and the Rules made thereunder are given in the notes to Financial Statements.
CONSOLIDATED FINANCIAL STATEMENTS:
The Consolidated Financial Statements of the Company prepared in accordance with the Indian Accounting Standards ("Ind AS"), applicable Accounting Standards notified under Section 133 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, as amended from time to time, forms part of this Annual Report.
Pursuant to Section 92 and 134(3) of the Companies Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the draft of the Annual Return of the Company for the financial year ended 31 March, 2022 is uploaded on the website of the Company and can be accessed at www.shardacropchem.com.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
No significant and material orders have been passed by the Regulators or Courts or Tribunals which will impact the going concern status of the Company and its future operations.
The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company are given in Annexure - 4 and Annexure - 5 hereunder and forms part of this report.
DIRECTORS RESPONSIBILITY STATEMENT:
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors, including audit of the internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by the Management and the relevant Board Committees, including the Audit Committee, the Board if of the opinion that the Company''s internal financial controls were adequate and effective during 2021-22.
Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Companies Act, the Board of Directors, to the best of their knowledge and ability, confirm that:
a. In the preparation of the Annual Accounts, the applicable accounting standards have been followed and that there are no material departures;
b. They have selected such accounting policies and applied them consistently and made judgements 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;
c. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies
Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. They have prepared the annual accounts on a going concern basis;
e. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;
f. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
Pursuant to applicable provisions of the Companies Act, 2013 ("the Act") read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the Investor Education and Protection Fund Authority ("the IEPF Authority") established by the Central Government, after completion of seven years. Further, according to the IEPF Rules, the underlying shares in respect of which dividend has not been paid or claimed by the Members for seven consecutive years or more, shall also be transferred to the demat account of the IEPF Authority.
The Company will be transferring the unpaid / unclaimed dividends and corresponding underlying shares for the financial year ended on 31 March, 2015 to the IEPF Authority on or before 22 September, 2022. Members, therefore, are requested to immediately claim their dividends (and shares referred above), before they are transferred by the Company to the IEPF Authority. Details of shares / shareholders in respect of which dividend has not been claimed are available on the Company''s website at http:// shardacropchem.com/unclaimed-unpaid-dividend.html. Members are hereby advised to verify their records and claim their dividends in respect of all the earlier seven years, if not already claimed.
STATUTORY DISCLOSURES:1) Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and Outgo:
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is as follows:
A. Conservation of Energy, Technology Absorption
The provisions of Section 134(1)(m) read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable to the Company.
B. Foreign Exchange Earnings and Outgo
The foreign exchange earnings and outgo during the year together with comparable figures of the previous year are as stated below:
|
('' in Lakhs) |
||
|
Particulars |
Year ended |
Year ended |
|
31 March, 2022 |
31 March, 2021 |
|
|
Foreign Exchange Earnings |
2,89,300.05 |
2,09,043.37 |
|
Foreign Exchange Outgo |
2,43,882.88 |
1,45,310.40 |
2) Maintenance of Cost Record:
Pursuant to Section 148 of the Companies Act, the Company has maintained the Cost Accounting Records for 2021-22. The Company has received Cost Compliance Certificate from M/s. N. Ritesh & Associates, Cost Accountants.
The Company has complied with the applicable Secretarial Standards as amended from time to time.
During the year under review, no fraud has been reported by Auditors under sub-section 12 of Section 143 of the Companies Act, 2013.
During the year under review, there is no change in the Memorandum of Association and Articles of Association of the Company.
During the year under review, CRISIL has given the credit rating of "CRISIL A1 " on the short-term banking facilities of the Company.
LISTING OF THE COMPANY''S EQUITY SHARES:
The equity shares of your Company are listed on The BSE Limited and The National Stock Exchange of India Limited There is no default in paying annual listing fees.
The Directors take this opportunity to express deep and sincere gratitude to all the stakeholders of the Company for their confidence and patronage.
The Directors wish to place on record their appreciation for the support and contribution made by the employees at all levels and also wish to thank all its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in your Company.
For and on behalf of Board of Directors
PLACE : MUMBAI CHAIRMAN & MANAGING DIRECTOR DATE : 13 MAY, 2022 (DIN: 00136568)
Mar 31, 2018
To,
The Members of
M/s. SHARDA CROPCHEM LIMITED
The Directors have pleasure in presenting their report and audited accounts for the year ended March 31, 2018.
FINANCIAL PERFORMANCE:
(Rs. in Lakhs)
|
Standalone |
Consolidated |
|||
|
Particulars |
FY 2018 |
FY 2017 |
FY 2018 |
FY 2017 |
|
Revenue from operations (net) |
147,680.41 |
1,12,920.70 |
1,71,338.97 |
1,39,922.68 |
|
Other income |
3,335.83 |
5,552.24 |
1,656.16 |
1,568.48 |
|
Total Income |
1,51,016.24 |
1,18,472.94 |
1,72,995.13 |
1,41,491.16 |
|
Expenses excluding depreciation and amortisation expenses |
1,15,014.70 |
85,861.08 |
1,37,282.25 |
1,08,690.08 |
|
Earnings before interest, tax, depreciation and amortization (EBITDA) |
36,001.54 |
32,611.86 |
35,712.88 |
32,801.08 |
|
Depreciation and amortization expenses |
6,979.72 |
5,614.15 |
6,993.93 |
5,625.90 |
|
Profit before tax (PBT) |
29,021.82 |
26,997.71 |
28,718.95 |
27,175.18 |
|
Tax Expense |
9,683.10 |
8,123.14 |
9,641.64 |
8,138.74 |
|
Net Profit for the year |
19,338.72 |
18,874.57 |
19,077.31 |
19,036.44 |
|
Other Comprehensive Income |
(3.59) |
(2.4) |
232.80 |
3.83 |
|
Total Comprehensive Income |
19,335.13 |
18,872.17 |
19,310.11 |
19,040.27 |
OPERATIONAL PERFORMANCE & FUTURE OUTLOOK:
Your Company achieved an all time performance high in terms of both operating revenues and net profit. The Companyâs consolidated revenue from operations increased by 22. 5% to Rs.171,338.97 Lakhs in FY 2018. This was possible on account of strong growth in the NAFTA and Europe regions due to new registrations. Your Company has 2,157 registrations as at March 31, 2018.
In FY2018, Gross margins and EBITDA margins (excluding foreign exchange impact) were marginally lower at 33.2% and 20.2% respectively on account of higher procurement cost and supply constraints in China due to the clamp on manufacturers in view of environment issues. Depreciation and amortisation expense was higher due to the spend on registrations. Tight control over fixed operating and non-operating expenses enabled achieve a Consolidated PAT of Rs.19,310.11 Lakhs.
Your Company shall continue to focus on investment in product registrations in developed countries and high growth agricultural driven economies. Your Company strongly believes that the future of agrochemicals business is in obtaining early product registrations due to the high entry barrier for new entrants.
DIVIDEND:
During the year, your Directors declared an interim dividend of Rs.2 per share in October, 2017 on the paid-up equity shares of the Company. Your directors have recommended a final dividend of Rs.2 per share on the paid-up equity shares of the Company for the Financial Year ended March 31, 2018 which, if approved, at the forthcoming Annual General Meeting, will be paid to all those equity shareholders of the Company whose names appear in the register of members as on record date.
The aggregate amount of Interim Dividend Distributed is Rs.1,804.41 Lakhs.
DIVIDEND DISTRIBUTION POLICY:
Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Disclosure, 2015 (âLODRâ) required top 500 listed companies, based on the market capitalization, to formulate Dividend Distribution Policy. In compliance of the said requirement, the Company has formulated its Dividend Distribution Policy. The Policy is uploaded on the website of the Company viz.: www. shardacropchem.com/investor-relation.html
SHARE CAPITAL:
The paid up equity share capital of the Company as on March 31, 2018 was Rs.9,022.05 Lakhs. During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.
Further, during the year under review, the promoters have not acquired/sold any shares of the Company.
DEPOSITS:
Your Company has not accepted/invited deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.
During the year, the Company has taken loan from the promoter directors and the promoter directors have given necessary declarations, as required.
SUBSIDIARY COMPANIES/ASSOCIATE COMPANIES:
Subsidiary Companies - Direct Axis Crop Science Private Limited
Axis Crop Science Private Limited is engaged in marketing and distribution of agrochemicals in India. For the year ended March 31, 2018, the Companyâs total income is Rs.1,429.94 Lakhs (Previous year: Rs.1,846.10 Lakhs) and Loss for the year is Rs.20.77 Lakhs (Previous year: Rs.343.31 Lakhs).
Nihon Agro Service Kabushiki Kaisha
Nihon Agro Service Kabushiki Kaisha is engaged in the business of dealing in agrochemical products in Japan. For the year ended March 31, 2018, the Companyâs total income is Rs.1.00 Lakhs (Previous Year: Rs.22.75 Lakhs) and Loss for the year is Rs.0.17 Lakhs (Previous Year: Rs.0.36 Lakhs).
Sharda Agrochem Dooel Skopje, Macedonia
Sharda Agrochem Dooel Skopje is engaged in the business of dealing in agrochemical products in Mecedonia. During the year ended December 31, 2017, the Companyâs total income is Rs.25 Lakhs and Loss for the year is Rs.0.25 Lakhs.
Sharda Balkan Agrochemicals Limited, Greece
Sharda Balkan Agrochemicals Limited is engaged in the business of dealing in agrochemical products in Greece. During the year ended December 31, 2017, the Companyâs total income is Rs.4.13 Lakhs (Previous Year: Rs.4.18 Lakhs) and Profit for the year is NIL. (Previous Year: NIL).
Sharda Costa Rica SA, Costa Rica
Sharda Costa Rica SA is engaged in the business of dealing in agrochemical products in Costa Rica. During the year, there were no operations in the Company.
Sharda Cropchem Espana, S.L., Spain
Sharda Cropchem Espana, S.L. is engaged in the business of distribution of agrochemical products in Spain and abroad. For the year ended March 31, 2018, the Companyâs total income is Rs.5,216.61Lakhs (Previous year: Rs.6,274.15 Lakhs) and Loss for the year is Rs.66.50 Lakhs (Previous year Profit: Rs.19.10 Lakhs).
Sharda Cropchem Israel Limited, Israel
Sharda Cropchem Israel Limited is engaged in the business of dealing in agrochemical products in Israel. During the year, there were no operations in the Company.
Sharda Cropchem Tunisia SARL, Tunisia
Sharda Cropchem Tunisia SARL is engaged in the business of dealing in agrochemical products in Tunisia. For the year ended December 31, 2017, the Companyâs total income is Rs.0.16 Lakhs and Profit for the year is Rs.0.03 Lakhs.
Sharda De Guatemala, S.A., Guatemala
Sharda De Guatemala, S.A. is engaged in the business of dealing in agrochemical products in Guatemala. During the year, there were no operations in the Company.
Sharda Del Ecuador CIA. Ltda., Ecuador
Sharda Del Ecuador CIA. Ltda. is engaged in the business of dealing in agrochemical products in Ecuador. For the year ended December 31, 2017, the Companyâs total income is Rs.32.45 Lakhs (Previous Year: Rs.10.75 Lakhs) and Loss for the year is NIL (Previous year: â NIL).
Sharda Do Brasil Comercio De Produtos Quimicos E Agroquimicos Ltda, Brazil
Sharda Do Brasil Comercio De Produtos Quimicos E Agroquimicos Ltda is engaged in the business of dealing in agrochemical products in Brazil. During the year ended December 31, 2017, there are no revenues and Loss for the year is Rs.14.13 Lakhs (Previous year: Rs.17.34 Lakhs).
Sharda Dominicana S.R.L., Dominican Republic
Sharda Dominicana S.R.L is engaged in the business of dealing in agrochemical products in Dominican Republic. During the year, there were no operations in the Company.
Sharda EL Salvador S. A. DE CV, EL Salvador
Sharda EL Salvador S.A. DE CV is engaged in the business of dealing in agrochemical products in EL Salvador. During the year, there were no operations in the Company.
Sharda Hellas Agrochemicals Limited, Greece
Sharda Hellas Agrochemicals Limited is engaged in the business of dealing in agrochemical products in Greece. For the year ended December 31, 2017, the Companyâs total income is Rs.4.13 Lakhs (Previous Year: Rs.4.18 Lakhs) Profit for the year is NIL (Previous year: â NIL).
Sharda Hungary Kft, Hungary
Sharda Hungary Kft is engaged in the business of dealing in agrochemical products in Hungary. For the year ended March 31, 2018, the Companyâs total income is Rs.6716.96 Lakhs (Previous year: Rs.5633.48 Lakhs) and Profit for the year is Rs.276.67 Lakhs (Previous year: Rs.106.38 Lakhs).
Sharda International DMCC, U.A.E.
Sharda International DMCC is engaged in trading in agrochemicals, conveyor belts and chemicals. For the year ended March 31, 2018, the Companyâs total income is Rs.24,696.87 Lakhs (Previous year: Rs.22,634.25 Lakhs) and Profit for the year is Rs.4,062.27 Lakhs (Previous year: Rs.3,913.59 Lakhs).
Sharda Italia SRL, Italy
Sharda Italia SRL is engaged in the business of dealing in agrochemical products in Italy. For the year ended March 31, 2018, the Companyâs total income is Rs.808.99 Lakhs (Previous Year: Rs.4.02 Lakhs) and Profit for the year is Rs.74.40 Lakhs (Previous year: Rs.2.67 Lakhs).
Sharda Peru SAC, Peru
Sharda Peru SAC is engaged in the business of dealing in agrochemical products in Peru. For the year ended December 31, 2017, the Companyâs total income is NIL (Previous Year: Rs.1.31 Lakhs) and Loss for the year is Rs.54.67 Lakhs (Previous year: Rs.39.35 Lakhs).
Sharda Poland SP. ZO.O, Poland
Sharda Poland SP. ZO.O. is engaged in the business of distribution of agrochemical products in Poland and abroad. For the year ended March 31, 2018, the Companyâs total income is Rs.3,966.75 Lakhs (Previous year: Rs.3,365.25 Lakhs) and Profit for the year is Rs.124.90 Lakhs (Previous year: Loss Rs.101.37 Lakhs).
Sharda Polska SP. ZO.O., Poland
Sharda Polska SP. ZO.O. is engaged in the business of dealing in agrochemical products in Poland and abroad. For the year ended December 31, 2017, the Companyâs total income is Rs.4.07 Lakhs (Previous Year: Rs.3.99 Lakhs) and Profit for the year is Rs.0.11 Lakhs (Previous year: Rs.0.10 Lakhs).
Sharda Spain, S.L., Spain
Sharda Spain, S.L. is engaged in the business of dealing in agrochemical products in Spain. For the year ended December 31, 2017, the Companyâs total income is Rs.7.02 Lakhs (Previous Year: Rs.7.28 Lakhs) and Loss for the year is Rs.0.33 Lakhs (Previous year: Rs.0.68 Lakhs).
Sharda Swiss SARL, Switzerland
Sharda Swiss SARL is engaged in the business of dealing in agrochemical products in Switzerland. For the year ended December 31, 2017, the Companyâs total income is Rs.1.07 Lakhs (Previous Year: Rs.1.04 Lakhs) and Loss for the year is Rs.0.08 Lakhs (Previous year: Rs.0.17 Lakhs).
Sharda Taiwan Limited, Taiwan
Sharda Taiwan Limited is engaged in the business of dealing in agrochemical products in Taiwan. During the year, there were no operations in the Company.
Sharda Ukraine LLC, Ukraine
Sharda Ukraine LLC is engaged in the business of dealing in agrochemical products in Ukraine. For the year ended December 31, 2017, the Companyâs total income is Rs.7.02 Lakhs (Previous Year: Rs.3.52 Lakhs) and Profit for the year is Rs.0.05 Lakhs (Previous year: Rs.0.11 Lakhs).
Sharda USA LLC, USA
Sharda USA LLC is engaged in the business of dealing in agrochemical products in USA. During the year, there were no operations in the Company.
Shardacan Limited, Canada
Shardacan Limited is engaged in the business of dealing in agrochemical products in Canada. During the year, there were no operations in the Company.
Shardaserb DO.O., Serbia
Shardaserb DO.O. is engaged in the business of dealing in agrochemical products in Serbia. For the year ended December 31, 2017, the Companyâs total income is Rs.2.66 Lakhs (Previous Year: Rs.2.91 Lakhs) and Loss for the year is Rs.0.27 Lakhs (Previous year: Profit Rs.0.23 Lakhs).
Sharzam Limited, Zambia
Sharzam Limited is engaged in the business of dealing in agrochemical products in Zambia. During the year, there were no operations in the Company.
Sharda Private (Thailand) Limited, Thailand
Sharda Private (Thailand) Limited is engaged in the business of dealing in agrochemical products in Thailand. For the year ended March 31, 2018, the Companyâs total income is Rs.92.59 Lakhs (Previous Year: Rs.0.02 Lakhs) and Loss for the year is Rs.8.96 Lakhs (Previous year: Rs.1.23 Lakhs).
Sharda Morocco SARL, Morocco
Sharda Morocco SARL is engaged in the business of dealing in agrochemical products in Morocco. During the year, there were no operations in the Company
SUBSIDIARY COMPANIES - INDIRECT
Euroazijski Pesticidi d.o.o., Croatia
Euroazjiski Pesticidi d.o.o. is engaged in the business of dealing in agrochemical products in Croatia. For the year ended March 31, 2018, the Companyâs total income is Rs.24.38 Lakhs (Previous Year: Rs.57.90 Lakhs) and Loss for the year is Rs.5.16 Lakhs (Previous year: Rs.14.91 Lakhs).
Sharda Benelux BVBA, Belgium
Sharda Benelux BVBA is engaged in the business of dealing in agrochemical products in Belgium. For the year ended December 31, 2017, there are no revenues and Loss for the year is Rs.0.60 Lakhs (Previous year: Rs.1.28 Lakhs).
Sharda Bolivia SRL, Bolivia
Sharda Bolivia SRL is engaged in the business of dealing in agrochemical products in Bolivia. For the year ended March 31, 2018, the Companyâs total income is 0.15 (Previous year: Rs.0.14 Lakhs) and Loss for the year is Rs.3.06 Lakhs (Previous year: Profit Rs.5.37 Lakhs).
Sharda Colombia S.A.S., Colombia
Sharda Colombia S.A.S. is engaged in the business of distribution of agrochemical products in Colombia and abroad. For the year ended March 31, 2018, the Companyâs total income is Rs.856.86 Lakhs (Previous year: Rs.1,152.67 Lakhs) and Profit for the year is Rs.41.52 Lakhs (Previous year: Rs.132.91 Lakhs).
Sharda De Mexico S. De Rl De CV, Mexico
Sharda De Mexico S. De Rl De CV is engaged in the business of distribution of agrochemical products in Mexico and abroad. For the year ended March 31, 2018, the Companyâs total income is Rs.5,370.99 Lakhs (Previous year: Rs.4,331.21 Lakhs) and Loss for the year of Rs.725.61 Lakhs (Previous yearâ Profit: Rs.270.39 Lakhs).
Sharda Europe BVBA, Belgium
Sharda Europe BVBA is engaged in the business of dealing in agrochemical products in Belgium. For the year ended March 31, 2018, the Companyâs total income is Rs.10.79 (Previous Year: NIL) and Profit for the year is Rs.7.49 Lakhs (Previous year: Loss of Rs.1.11 Lakhs).
Sharda International Africa (Pty) Limited, South Africa
Sharda International Africa (Pty) Limited is engaged in the business of dealing in agrochemical products in South Africa. For the year ended March 31, 2018, the Companyâs total income is Rs.840.19 Lakhs (Previous year: Rs.475.09 Lakhs) and Profit for the year is Rs.181.66 Lakhs (Previous year: Rs.0.83 Lakhs).
Sharda Malaysia SDN BHD, Malaysia
Sharda Malaysia SDN BHD is engaged in the business of dealing in agrochemical products in Malaysia. For the year ended March 31, 2018, the Companyâs total income is Rs.2.59 Lakhs (Previous Year: Rs.0.86 Lakhs) and Loss for the year is Rs.0.33 Lakhs (Previous year: Rs.0.30 Lakhs).
Sharda Uruguay S.A., Uruguay
Sharda Uruguay S.A. is engaged in the business of dealing in agrochemical products in Uruguay. For the year ended March 31, 2018, the Companyâs total income is NIL (Previous Year: Rs.0.52 Lakhs) and Loss for the year is Rs.0.38 Lakhs (Previous year: Profit Rs.0.14 Lakhs).
Sharpar S.A., Paraguay
Sharpar S.A. is engaged in the business of dealing in agrochemical products in Paraguay. For the year ended December 31, 2017, the Companyâs total income is Rs.12.70 Lakhs (Previous Year: Rs.12.15 Lakhs) and Profit for the year is Rs.0.33 Lakhs (Previous year: Loss of Rs.0.21 Lakhs).
Siddhivinayak International Limited, U.A.E.
Siddhivinayak International Limited is engaged in the business of trading and investments in U.A.E. and abroad. For the year ended March 31, 2018, there are no revenues and Loss for the year is Rs.4.27 Lakhs (Previous year: Rs.4.22 Lakhs).
During the year, Sharda Chile SpA has been dissolved.
From AOC.1 is annexed to this report as Annexure 1
MATERIAL SUBSIDIARY
The Company does not have any Material Indian Subsidiary as per the parameters laid down by the Companies Act, 2013.
RELATED PARTY TRANSACTIONS
All Related Party Transactions entered into during the Financial Year were on armâs length basis and were in the ordinary course of business. There are no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.
All Related Party Transactions are placed before the Audit Committee. The policy on Related Party Transactions as approved by the Board is uploaded on the Companyâs website viz. www.shardacropchem. com/investor-relation.html
Since all the Related Party Transactions entered into by the Company are in the ordinary course of business and on armâs length basis, Form AOC-2 is not applicable to the Company. None of the Directors has any pecuniary relationship or transactions vis-a-vis the Company.
DIRECTORS
As on March 31, 2018, the Company has Nine (9) Directors consisting of Five (5) Independent Directors, Three (3) Executive Directors and One (1) Chairman & Managing Director.
Appointment/Resignations from the Board of Directors
In terms of Section 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and The Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modifications or re-enactment thereof for the time being in force), the Independent Directors are appointed for a term of five years and are not liable to retire by rotation.
The Company has received declarations from the Independent Directors confirming that the meet with the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and under Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as âSEBI Regulationsâ).
Woman Director
In terms of the provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of the SEBI Regulations, a Company shall have atleast one Woman Director on the Board of the Company. Your Companyâs Board is represented by two Woman Directorsâ, Mrs. Sharda R. Bubna and Mrs. Urvashi Saxena.
Directors Retiring by Rotation
In accordance with the provisions of Section 196, 197, 203 of the Companies Act, 2013, all the existing Executive Directors and Chairman & Managing Directorâs term of 5 years will be completed and all existing Executive Directors and Chairman & Managing Directorâs re- appointment is sought from the shareholders in forthcoming Annual Geranial meeting.
The information of Directors seeking re-appointment as required pursuant to Regulation 36(3) of the SEBI Regulations is provided in the notice covering the Annual General Meeting of the Company.
Appointment/Resignation of the Key Managerial Personnel
There has been no change in the Key Managerial Personnel during the year.
Number of Meetings of the Board
Regular meetings of the Board are held to discuss and decide on various business policies, strategies and other businesses. Due to business exigencies, certain business decisions are taken by the Board through circulation from time to time.
The Board met four times during the FY 2017-18 viz, May 22, 2017, July 29, 2017, October 26, 2017 and January 25, 2018.
Detailed information on the meetings of the Board are included in the report on Corporate Governance, which forms part of this Annual Report.
COMMITTEES OF THE BOARD
Your Company has several committees which have been established as a part of the best corporate governance practices and are in compliance with the requirements of the relevant provisions of laws and statutes applicable to the Company.
The Company has following Committees namely:
1. Audit Committee;
2. Nomination and Remuneration Committee;
3. Stakeholdersâ Relationship Committee;
4. Corporate Social Responsibility Committee.
The details with respect to the composition, powers, roles, terms of reference, etc. of the aforesaid committees are given in details in the âReport on Corporate Governanceâ of the Company which forms part of the Annual Report.
PERFORMANCE EVALUATION OF THE BOARD
In compliance with the provisions of the Companies Act, 2013 and Regulation 25(4)(a) of the SEBI Regulation, annual performance evaluation of the Board and its Directors individually was carried out. Various parameters such as the Boardâs functioning, composition of its Board and Committees, execution and performance of specific duties, obligations and governance were considered for evaluation.
The performance evaluation of the Board as a whole was carried out by the Independent Directors. The performance evaluation of each Independent Director was also carried out by the Board.
The Board of Directors expressed their satisfaction with the evaluation process.
FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS
Pursuant to the SEBI regulations, the Company has worked out a Familiarization programme for the Independent Directors, with a view to familiarize them with their role, rights and responsibilities in the Company, nature of Industry in which the Company operates, business model of the Company, etc.
Through the Familiarization programme, the Company apprises the independent directors about the business model, corporate strategy, business plans and operations of the Company. Directors are also informed about the financial performance, annual budgets, internal control system, statutory compliances etc. They are also familiarized with Companyâs vision, core values, ethics and corporate governance practices.
Details of Familiarization programme of Independent Directors with the Company are available on the website of the Company www. shardacropchem.com/investor-relation.html
CORPORATE SOCIAL RESPONSIBILITY (CSR)
As required by Section 135 of the Companies Act, 2013, the Company is required to spend 4,67,20,060/- towards CSR activities out of which during the year, the Company has spent Rs.3,45,52,249/-. The reason for not spending the entire amount is disclosed in Annexure - 2.
The Corporate Social Responsibility (CSR) Committee have confirmed that unspent amount for the year March 31, 2018 will be spent next year together with next Financial Years budget.
The CSR initiatives taken up by the Company are in the areas of promoting education, medical relief, eradicating hunger, empowerment of women, animal welfare, promotion of Olympic sports and rural development projects. These projects are in accordance with the activities included in Schedule VII of the Companies Act, 2013 and the Companyâs CSR Policy. The Annual Report on CSR activities forms a part of this Report as Annexure - 2
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an internal control system. All these controls were operating effectively during the year.
The Company has adequate internal financial controls. During the year, such controls were tested to find out any weaknesses in them. Services of professional consultants were obtained to remove such weaknesses and ensure robust internal financial controls and to ensure that these controls are operating effectively.
The Company is complying with all the applicable Indian Accounting Standards (Ind AS). The accounting records are maintained in accordance with generally accepted accounting principles in India. This ensures that the financial statements reflect true and fair financial position of the Company.
RISK MANAGEMENT POLICY
The Company has adopted a Risk Management Policy wherein all material risks faced by the Company are identified and assessed. The Risk Management framework defines the risk management approach of the Company and includes collective identification of risks impacting the Companyâs business and documents their process of identification, mitigation and optimization of such risks. The Policy is uploaded on the website of the Company viz.: www. shardacropchem.com/investor-relation.html
REMUNERATION POLICY
The Companyâs Remuneration Policy has been disclosed in the Report on Corporate Governance which forms part of the Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(e) of the SEBI Regulations, is presented as a separate section forming part of this Annual Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has adopted a Whistle Blower Policy to report genuine concerns or grievances and to deal with instances of fraud and mismanagement. The Whistleblower Policy has been posted on the Companyâs website at www.shardacropchem.com/investor-relation. html
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITOON AND REDRESSAL) ACT, 2013
The Company has in place a policy for Prevention of Sexual Harassment in line with the requirements of The Sexual Harassment of Women at the Workplace (Preservation, Prohibition & Redressal) Act, 2013. Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy. This Policy has been uploaded on the website of the Company. The Company has not received any complaint of sexual harassment during the Financial Year 2017-2018.
AUDITORS
a) Statutory Auditors
Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with The Companies (Audit and Auditors) Rules, 2014, M/s. S R B C & CO LLP, (Firm No. 324982E/ E300003) Chartered Accountants, were appointed as the Statutory Auditor of the Company to hold office from the Conclusion of the Twelfth Annual General Meeting until the conclusion of the Fifteenth Annual General Meeting of the Company.
Since M/s. S R B C & CO LLP, (Firm No. 324982E/E300003) Chartered Accountants will complete their tenure of ten years upon conclusion of forthcoming Annual General Meeting (AGM). The Company proposes to appoint M/s. B S R & Associates LLP Chartered Accountants, (Firm Registration No 116231W/W-100024) as Statutory Auditor of the Company for the period of 5 years commencing from the conclusion of forthcoming AGM till the conclusion of 20th AGM to be held in the year 2023 (subject to ratification of appointment at every AGM, if required by the Act).
The Statutory Auditor has given an un-modified audit report for the Financial Year ended March 31, 2018.
b) Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. C. J. Goswami & Associates, a firm of Company Secretaries in Practice to conduct the Secretarial Audit of the Company for the Financial Year 201718. The Secretarial Audit Report is annexed to this report as Annexure - 3.
The Board of Directors, in their report for the Financial Year 2016-2017, inadvertently failed to comment on the observations raised by the Secretarial Auditor and the same has been qualified by the Auditor in their report for the Financial Year 2017-2018.
CORPORATE GOVERNANCE
Your Company is committed to achieve the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set by the Regulators.
A separate section on Corporate Governance practices followed by the Company as stipulated under Regulation 43(3) and Schedule V of the SEBI Regulations, together with a certificate from M/s. C. J. Goswami & Associates, a firm of Company Secretaries in Practice, confirming Compliance to the conditions as stated in Regulation 34(3) of the SEBI Regulations forms part of this Annual Report.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 and the Rules made thereunder are given in the notes to Financial Statements.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company prepared in accordance with the Indian GAAP, applicable Accounting Standards notified under Section 133 of the Companies Act, 2013 and The Companies (Accounts) Rules, 2014 form part of this Annual Report.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of Annual Return in Form MGT-9 as required under Section 92 of Companies Act, 2013 forms an integral part of this Report as Annexure - 4.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) and 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company are given in Annexures 5 and 6 hereunder and forms part of this report.
DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanation obtained by them, the Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:
(a) That in preparation of the Annual Financial Statements for the year ended March 31, 2018; the applicable accounting standards have been followed alongwith proper explanation relating to material departures, if any.
(b) That such accounting policies as mentioned in the notes to the Financial Statements have been selected and applied consistently and judgements and estimates have been made that are reasonable and prudent so as to give true and fair view of the Statement of Affairs of the Company as at March 31, 2018 and of the Profit of the Company for the year ended on that date.
(c) That proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
(d) That the Annual Financial Statements have been prepared on a going concern basis.
(e) That proper Internal Financial Controls were in place and that the Financial Controls were adequate and were operating effectively.
(f) That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
STATUTORY DISCLOSURES
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013 read with the Rule 8(3) of The Companies (Accounts) Rules, 2014 is as follows:
A. Conservation of Energy, Technology Absorption
The provisions of Section 134(1)(m) read with Rule 8(3) of The Companies (Accounts) Rules, 2014 are not applicable to the Company.
B. Foreign Exchange Earnings and Outgo
The foreign exchange earnings and outgo during the year together with comparable figures of the previous year are as stated below:
LISTING OF THE COMPANYâS EQUITY SHARES
The equity shares of your Company are listed on The BSE Ltd. and The National Stock Exchange of India Ltd. There is no default in paying annual listing fees.
ACKNOWLEDGEMENT
Your Directors take this opportunity to express deep and sincere gratitude to all the stakeholders of the Company for their confidence and patronage.
Your Directors wish to place on record their appreciation for the support and contribution made by the employees at all levels and also wish to thank all its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in your Company.
For Sharda Cropchem Limited
Ramprakash V. Bubna
Place: Mumbai Chairman & Managing Director
Date: May 09, 2018 (Din: 00136568)
Mar 31, 2017
To,
The Members of
M/s. SHARDA CROPCHEM LIMITED
The Directors have pleasure in presenting their report and audited accounts for the year ended March 31, 2017.
FINANCIAL PERFORMANCE:
(Rs, in Lakhs)
|
Particulars |
Standalone |
Consolidated |
||
|
FY 2017 |
FY 2016 |
FY 2017 |
FY 2016 |
|
|
Revenue from operations (net) |
1,12,920.70 |
93,447.04 |
1,39,922.68 1,22,211.55 |
|
|
Other income |
5,552.24 |
6,311.90 |
1,568.48 |
2,545.30 |
|
Total Income |
1,18,472.94 |
99,758.94 |
1,41,491.16 1,24,756.85 |
|
|
Expenses excluding depreciation and amortization expenses |
85,861.08 |
70,651.08 |
1,08,690.08 |
95,123.07 |
|
Earnings before interest, tax, depreciation and amortization (EBITDA) and prior period adjustments |
32,611.86 |
29,107.86 |
32,801.08 |
29,633.78 |
|
Depreciation and amortization expenses |
5,614.15 |
3,493.55 |
5,625.90 |
3,505.32 |
|
Profit before tax (PBT) |
26,997.71 |
25,614.31 |
27,175.18 |
26,128.46 |
|
Tax Expense |
8,123.14 |
8,398.22 |
8,138.74 |
8,608.85 |
|
Net Profit for the year |
18,874.57 |
17,216.09 |
19,036.44 |
17,519.61 |
|
Other Comprehensive Income |
(2.4) |
(11.97) |
3.83 |
670.86 |
|
Total Comprehensive Income |
18,872.17 |
17,204.12 |
19,040.27 |
18,190.47 |
OPERATIONAL PERFORMANCE & FUTURE OUTLOOK:
Your Company achieved an all time performance high in terms of both operating revenues and net profit. The Company''s consolidated revenue from operations increased by 14.5% toRs,1,39,922.68 Lakhs in FY 2017. This was possible on account of growth across regions led by strong growth in the NAFTA and RoW regions. Your Company received 409 new registrations during the year of which 191 are in the European Union region.
Gross margins and EBITDA margins (excluding foreign exchange impact) were stable at 35.9% and 22.3% respectively inspite of tough market conditions. Depreciation and amortization expense was higher due to capitalization of new registrations. Tight control over fixed operating and non-operating expenses enabled achieve PAT growth of 8.7%.
Your Company shall continue to focus on investment in product registrations in developed countries and high growth agricultural driven economies. Your Company strongly believes that the future of agrochemicals business is in obtaining early product registrations due to the high entry barrier for new entrants.
DIVIDEND:
During the year your Directors declared two interim dividends ofRs,2 per share each in November, 2016 and March, 2017 on the paid-up equity shares of the Company. The total Dividend for the Financial Year 2016-17 isRs,4.00 per share and the aggregate amount of Interim Dividend Distributed isRs,3,608.82 Lakhs.
DIVIDEND DISTRIBUTIION POLICY:
Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Disclosure, 2015 (-LODR-) required top 500 listed companies, based on the market capitalization, to formulate Dividend Distribution Policy. In compliance of the said requirement, the Company has formulated its Dividend Distribution Policy. The Policy is uploaded on the website of the Company viz.: www. shardacropchem.com/investor-relation.html
SHARE CAPITAL:
The paid up equity share capital of the Company as on March 31, 2017 wasRs,9,022.05 Lakhs. During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.
Further, during the year under review, two (2) promoters have partially sold their shareholding to the extent of 2,00,000 shares of the Company.
DEPOSITS:
Your Company has not accepted/invited deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.
SUBSIDIARY COMPANIES/ASSOCIATE COMPANIES:
Subsidiary Companies - Direct
Axis Crop Science Private Limited
Axis Crop Science Private Limited is engaged in marketing and distribution of agrochemicals in India. For the year ended March 31, 2017, the Company''s total income isRs,1,846.10 Lakhs (Previous year:Rs,2,903.17 Lakhs) and Loss for the year isRs,343.31 Lakhs (Previous year:Rs,166.15 Lakhs).
Nihon Agro Service Kabushiki Kaisha
Nihon Agro Service Kabushiki Kaisha is engaged in the business of dealing in agrochemical products in Japan. For the year ended March 31, 2017, the Company''s total income isRs,22.75 Lakhs and Loss for the year isRs,0.36 Lakhs.
Sharda Agrochem Dooel Skopje, Macedonia
Sharda Agrochem Doel Skopje is engaged in marketing and distribution of agrochemicals in Macedonia. During the year, there were no operations in the Company.
Sharda Balkan Agrochemicals Limited, Greece
Sharda Balkan Agrochemicals Limited is engaged in the business of dealing in agrochemical products in Greece. During the year ended December 31, 2016, the Companyâs total income isRs,4.18 Lakhs (Previous Year:Rs,4.77 Lakhs) and Profit for the year is NIL. (Previous Year:Rs,1.01 Lakhs).
Sharda Chile SpA, Chile
Sharda Chile SpA is engaged in the business of dealing in agrochemical products in Chile. During the year, there were no operations in the Company.
Sharda Costa Rica SA, Costa Rica
Sharda Costa Rica SA is engaged in the business of dealing in agrochemical products in Costa Rica. During the year, there were no operations in the Company.
Sharda Cropchem Espana, S.L., Spain
Sharda Cropchem Espana, S.L. is engaged in the business of distribution of agrochemical products in Spain and abroad. For the year ended March 31, 2017, the Company''s total income isRs,6,274.15 Lakhs (Previous year:Rs,5,285.51 Lakhs) and Profit for the year isRs,19.10 Lakhs (Previous year:Rs,105.88 Lakhs).
Sharda Cropchem Israel Limited, Israel
Sharda Cropchem Israel Limited is engaged in the business of dealing in agrochemical products in Israel. During the year, there were no operations in the Company.
Sharda Cropchem Tunisia SARL, Tunisia
Sharda Cropchem Tunisia SARL is engaged in the business of dealing in agrochemical products in Tunisia. During the year, there were no operations in the Company.
Sharda De Guatemala, S.A., Guatemala Sharda De Guatemala, S.A. is engaged in the business of dealing in agrochemical products in Guatemala. During the year, there were no operations in the Company.
Sharda Del Ecuador CIA. Ltda., Ecuador
Sharda Del Ecuador CIA. Ltda. is engaged in the business of dealing in agrochemical products in Ecuador. For the year ended December 31, 2016, the Company''s total income isRs,10.75 Lakhs (Previous Year:Rs,7.10 Lakhs) and Loss for the year is Nil (Previous year:Rs,0.04 Lakhs).
Sharda Do Brasil Comercio De Produtos Quimicos E Agroquimicos Ltda, Brazil
Sharda Do Brasil Comercio De Produtos Quimicos E Agroquimicos Ltda is engaged in the business of dealing in agrochemical products in Brazil. During the year ended December 31, 2016, there are no revenues and Loss for the year isRs,17.34 Lakhs (Previous year:Rs,13.07 Lakhs).
Sharda Dominicana S.R.L., Dominican Republic
Sharda Dominicana S.R.L is engaged in the business of dealing in agrochemical products in Dominican Republic. During the year, there were no operations in the Company.
Sharda EL Salvador S. A. DE CV, EL Salvador
Sharda EL Salvador S.A. DE CV is engaged in the business of dealing in agrochemical products in EL Salvador. During the year, there were no operations in the Company.
Sharda Hellas Agrochemicals Limited, Greece
Sharda Hellas Agrochemicals Limited is engaged in the business of dealing in agrochemical products in Greece. For the year ended December 31, 2016, the Company''s total income isRs,4.18 Lakhs (Previous Year:Rs,4.77 Lakhs) Profit for the year is NIL (Previous year:Rs,0.94 Lakhs).
Sharda Hungary Kft, Hungary
Sharda Hungary Kft is engaged in the business of dealing in agrochemical products in Hungary. For the year ended March 31, 2017, the Companyâs total income isRs,5,633.48 Lakhs (Previous year:Rs,2,329.04 Lakhs) and Profit for the year isRs,106.38 Lakhs (Previous year:Rs,19.64 Lakhs).
Sharda International DMCC, U.A.E.
Sharda International DMCC is engaged in trading in agrochemicals, conveyor belts and chemicals. For the year ended March 31, 2017, the Company''s total income isRs,22,634.25 Lakhs (Previous year:Rs,22,109.13 Lakhs) and Profit for the year isRs,3,913.59 Lakhs (Previous year:Rs,3,013.57 Lakhs).
Sharda Italia SRL, Italy
Sharda Italia SRL is engaged in the business of dealing in agrochemical products in Italy. For the year ended December 31, 2016, the Company''s total income isRs,4.02 Lakhs (Previous Year:Rs,3.74 Lakhs) and Profit for the year isRs,2.67 Lakhs (Previous year:Rs,0.19 Lakhs).
Sharda Peru SAC, Peru
Sharda Peru SAC is engaged in the business of dealing in agrochemical products in Peru. For the year ended December 31, 2016, the Company''s total income isRs,1.31 Lakhs (Previous Year:Rs,1.35 Lakhs) and Loss for the year isRs,39.35 Lakhs (Previous year:Rs,31.51 Lakhs).
Sharda Poland SP. ZO.O, Poland
Sharda Poland SP. ZO.O. is engaged in the business of distribution of agrochemical products in Poland and abroad. For the year ended March 31, 2017, the Company''s total income isRs,3,365.25 Lakhs (Previous year:Rs,5,314.84 Lakhs) and Loss for the year isRs,101.37 Lakhs (Previous year: ProfitRs,22.88 Lakhs).
Sharda Polska SP. ZO.O., Poland
Sharda Polska SP. ZO.O. is engaged in the business of dealing in agrochemical products in Poland and abroad. For the year ended December 31, 2016, the Company''s total income isRs,3.99 Lakhs (Previous Year:Rs,4.00 Lakhs) and Profit for the year isRs,0.10 Lakhs (Previous year:Rs,0.34 Lakhs).
Sharda Spain, S.L., Spain
Sharda Spain, S.L. is engaged in the business of dealing in agrochemical products in Spain. For the year ended December 31, 2016, the Company''s total income isRs,7.28 Lakhs (Previous Year:Rs,7.69 Lakhs) and Loss for the year isRs,0.68 Lakhs (Previous year:Rs,0.77 Lakhs).
Sharda Swiss SARL, Switzerland
Sharda Swiss SARL is engaged in the business of dealing in agrochemical products in Switzerland. For the year ended December 31, 2016, the Company''s total income isRs,1.04 Lakhs (Previous Year:Rs,5.46 Lakhs) and Loss for the year isRs,0.17 Lakhs (Previous year:Rs,Profit 4.33 Lakhs).
Sharda Taiwan Limited, Taiwan
Sharda Taiwan Limited is engaged in the business of dealing in agrochemical products in Taiwan. For the year ended December 31, 2016, the Company''s total income is NIL (Previous Year:Rs,0.02 Lakhs) and Profit for the year is NIL (Previous year:Rs,0.02 Lakhs).
Sharda Ukraine LLC, Ukraine
Sharda Ukraine LLC is engaged in the business of dealing in agrochemical products in Ukraine. For the year ended December 31, 2016, the Company''s total income isRs,3.52 Lakhs (Previous Year:Rs,5.88 Lakhs) and Profit for the year isRs,0.11 Lakhs (Previous year: NIL).
Sharda USA LLC, USA
Sharda USA LLC is engaged in the business of dealing in agrochemical products in USA. During the year, there were no operations in the Company.
Shardacan Limited, Canada
Shardacan Limited is engaged in the business of dealing in agrochemical products in Canada. During the year, there were no operations in the Company.
Shardaserb DO.O., Serbia
Shardaserb DO.O. is engaged in the business of dealing in agrochemical products in Serbia. For the year ended December 31, 2016, the Company''s total income isRs,2.91 Lakhs (Previous Year:Rs,2.74 Lakhs) and Loss for the year isRs,0.23 Lakhs (Previous year: ProfitRs,0.22 Lakhs).
Sharzam Limited, Zambia
Sharzam Limited is engaged in the business of dealing in agrochemical products in Zambia. During the year, there were no operations in the Company.
Subsidiary Companies - Indirect
Euroazijski Pesticidi d.o.o., Croatia
Euroazjiski Pesticidi d.o.o. is engaged in the business of dealing in agrochemical products in Croatia. For the year ended March 31, 2017, the Company''s total income isRs,57.90 Lakhs (Previous Year:Rs,79.04 Lakhs) and Loss for the year isRs,14.91 Lakhs (Previous year: ProfitRs,11.86 Lakhs).
Sharda Benelux BVBA, Belgium
Sharda Benelux BVBA is engaged in the business of dealing in agrochemical products in Belgium. For the year ended December 31, 2016, there are no revenues and Loss for the year isRs,1.28 Lakhs (Previous year:Rs,1.25 Lakhs).
Sharda Bolivia SRL, Bolivia
Sharda Bolivia SRL is engaged in the business of dealing in agrochemical products in Bolivia. For the year ended March 31, 2017, the Company''s total income is NIL (Previous year:Rs,93.67 Lakhs) and Loss for the year isRs,5.37 Lakhs (Previous year: ProfitRs,22.87 Lakhs).
Sharda Colombia S.A.S., Colombia
Sharda Colombia S.A.S. is engaged in the business of distribution of agrochemical products in Colombia and abroad. For the year ended March 31, 2017, the Company''s total income isRs,1,152.67 Lakhs (Previous year:Rs,1,267.22 Lakhs) and Profit for the year isRs,132.91 Lakhs (Previous year:Rs,407.75 Lakhs).
Sharda De Mexico S. De Rl De CV, Mexico
Sharda De Mexico S. De Rl De CV is engaged in the business of distribution of agrochemical products in Mexico and abroad. For the year ended March 31, 2017, the Company''s total income isRs,4,331.21 Lakhs (Previous year:Rs,8,001.28 Lakhs) and Profit for the year ofRs,270.39 Lakhs (Previous year:Rs,829.98 Lakhs).
Sharda Europe BVBA, Belgium
Sharda Europe BVBA is engaged in the business of dealing in agrochemical products in Belgium. For the year ended March 31, 2017, the Company''s total income is Nil (Previous Year:Rs,2.60 Lakhs) and Loss for the year isRs,1.11 Lakhs (Previous year: ProfitRs,0.85 Lakhs).
Sharda International Africa (Pty) Limited, South Africa
Sharda International Africa (Pty) Limited is engaged in the business of dealing in agrochemical products in South Africa. For the year ended March 31, 2017, the Company''s total income isRs,475.09 Lakhs (Previous year: NIL) and Loss for the year isRs,0.83 Lakhs (Previous year: NIL).
Sharda Malaysia SDN BHD, Malaysia
Sharda Malaysia SDN BHD is engaged in the business of dealing in agrochemical products in Malaysia. For the year ended March 31, 2017, the Company''s total income isRs,0.86 Lakhs (Previous Year:Rs,1.03 Lakhs) and Loss for the year isRs,0.30 Lakhs (Previous year: ProfitRs,0.10 Lakhs).
Sharda Uruguay S.A., Uruguay
Sharda Uruguay S.A. is engaged in the business of dealing in agrochemical products in Uruguay. For the year ended March 31, 2017, the Company''s total income isRs,0.52 Lakhs (Previous Year: Nil) and Profit for the year isRs,0.14 Lakhs (Previous year: LossRs,0.81 Lakhs).
Sharpar S.A., Paraguay
Sharpar S.A. is engaged in the business of dealing in agrochemical products in Paraguay. For the year ended December 31, 2016, the Company''s total income isRs,12.15 Lakhs (Previous Year:Rs,18.01 Lakhs) and Loss for the year isRs,0.21 Lakhs (Previous year: NIL).
Siddhivinayak International Limited, U.A.E.
Siddhivinayak International Limited is engaged in the business of trading and investments in U.A.E. and abroad. For the year ended March 31, 2017, there are no revenues and Loss for the year isRs,4.22 Lakhs (Previous year:Rs,4.96 Lakhs).
Associate Companies
Sharda Private (Thailand) Limited, Thailand
Sharda Private (Thailand) Limited is engaged in the business of dealing in agrochemical products in Thailand. For the year ended March 31, 2017, the Company''s total income isRs,0.02 Lakhs (Previous Year:Rs,0.02 Lakhs) and Loss for the year isRs,1.23 Lakhs (Previous year:Rs,0.80 Lakhs).
A statement containing the salient features of the financial position of the subsidiary companies in Form AOC.1 is annexed as Annexure 1.
MATERIAL SUBSIDIARY
The Company does not have any Material Indian Subsidiary as per the parameters laid down by the Companies Act, 2013.
RELATED PARTY TRANSACTIONS
All Related Party Transactions entered into during the Financial Year were on arm''s length basis and were in the ordinary course of business. There are no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.
All Related Party Transactions are placed before the Audit Committee. The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website viz. www.shardacropchem. com/investor-relation.html
Since all the Related Party Transactions entered into by the Company are in the ordinary course of business and on arm''s length basis, Form AOC-2 is not applicable to the Company. None of the Directors has any pecuniary relationship or transactions vis-a-vis the Company.
DIRECTORS
As on March 31, 2017, the Company has Nine (9) Directors consisting of Five (5) Independent Directors, Three (3) Executive Directors and Chairman & Managing Director,
Appointment/Resignations from the Board of Directors
In terms of Section 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and The
Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modifications or re-enactment thereof for the time being in force), the Independent Directors are appointed for a term of five years and are not liable to retire by rotation.
The Company has received declarations from the Independent Directors confirming that the meet with the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and under Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as -SEBI Regulations-).
Woman Director
In terms of the provisions of Section 149 of the Companies Act,
2013 and Regulation 17 of the SEBI Regulations, a Company shall have atleast one Woman Director on the Board of the Company. Your Company''s Board is represented by two Woman Directors'', Mrs. Sharda R. Bubna and Mrs. Urvashi Saxena.
Directors Retiring by Rotation
In accordance with the provisions of section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mrs. Sharda R. Bubna, (DIN: 00136760), Executive Director of the Company, retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offers herself for re-appointment.
The information of Directors seeking appointment/re-appointment as required pursuant to Regulation 36(3) of the SEBI Regulations, is provided in the notice covering the Annual General Meeting of the Company.
Appointment/Resignation of the Key Managerial Personnel
There has been no change in the Key Managerial Personnel during the year.
Number of Meetings of the Board
Regular meetings of the Board are held to discuss and decide on various business policies, strategies and other businesses. Due to business exigencies, certain business decisions are taken by the Board through circulation from time to time.
The Board met five times during the FY 2016-17 viz, May 25, 2016, August 04, 2016, November 04, 2016, January 30, 2017 and March 21, 2017.
Detailed information on the meetings of the Board are included in the report on Corporate Governance, which forms part of this Annual Report.
COMMITTEES OF THE BOARD
Your Company has several committees which have been established as a part of the best corporate governance practices and are in compliance with the requirements of the relevant provisions of laws and statutes applicable to the Company.
The Company has following Committees namely:
1. Audit Committee;
2. Nomination and Remuneration Committee;
3. Stakeholders'' Relationship Committee;
4. Corporate Social Responsibility Committee.
The details with respect to the composition, powers, roles, terms of reference, etc. of the aforesaid committees are given in details in the -Report on Corporate Governance- of the Company which forms part of the Annual Report.
PERFORMANCE EVALUATION OF THE BOARD
In compliance with the provisions of the Companies Act, 2013 and Regulation 25(4)(a) of the SEBI Regulation, annual performance evaluation of the Board and its Directors individually was carried out. Various parameters such as the Board''s functioning, composition of its Board and Committees, execution and performance of specific duties, obligations and governance were considered for evaluation.
The performance evaluation of the Board as a whole was carried out by the Independent Directors. The performance evaluation of each Independent Director was also carried out by the Board.
The Board of Directors expressed their satisfaction with the evaluation process.
FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS
Pursuant to the SEBI regulations, the Company has worked out a Familiarization programme for the Independent Directors, with a view to familiarize them with their role, rights and responsibilities in the Company, nature of Industry in which the Company operates, business model of the Company, etc.
Through the Familiarization programme, the Company apprises the independent directors about the business model, corporate strategy, business plans and operations of the Company. Directors are also informed about the financial performance, annual budgets, internal control system, statutory compliances etc. They are also familiarized with Company''s vision, core values, ethics and corporate governance practices.
Details of Familiarization programme of Independent Directors with the Company are available on the website of the Company www. shardacropchem.com/investor-relation.html
CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the year, the CSR expenditure incurred by the Company wasRs,3,69,45,563/-.
The CSR initiatives taken up by the Company are in the areas of promoting education, eradicating hunger, empowerment of women, animal welfare, promotion of Olympic sports and rural development projects. These projects are in accordance with the activities included in Schedule VII of the Companies Act, 2013 and the Company''s CSR Policy. The Annual Report on CSR activities forms a part of this Report as Annexure - 2
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an internal control system. All these controls were operating effectively during the year.
The Company has adequate internal financial controls. During the year, such controls were tested to find out any weaknesses in them. Services of professional consultants were obtained to remove such weaknesses and ensure robust internal financial controls and to ensure that these controls are operating effectively.
The Company is complying with all the applicable Accounting Standards. The accounting records are maintained in accordance with generally accepted accounting principles in India. This ensures that the financial statements reflect true and fair financial position of the Company.
RISK MANAGEMENT POLICY
The Company has adopted a Risk Management Policy wherein all material risks faced by the Company are identified and assessed. The Risk Management framework defines the risk management approach of the Company and includes collective identification of risks impacting the Company''s business and documents their process of identification, mitigation and optimization of such risks. The Policy is uploaded on the website of the Company viz.: www. shardacropchem.com/investor-relation.html
REMUNERATION POLICY
The Company''s Remuneration Policy has been disclosed in the Report on Corporate Governance which forms part of the Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(e) of the SEBI Regulations, is presented as a separate section forming part of this Annual Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has adopted a Whistle Blower Policy to report genuine concerns or grievances and to deal with instances of fraud and mismanagement. The Whistleblower Policy has been posted on the Company''s website at www.shardacropchem.com/investor-relation. html
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITOON AND REDRESSAL) ACT, 2013
The Company has in place a policy for Prevention of Sexual Harassment in line with the requirements of The Sexual Harassment of Women at the Workplace (Preservation, Prohibition & Redressal) Act, 2013. Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy. This Policy has been uploaded on the website of the Company. The Company has not received any complaint of sexual harassment during the Financial Year 2016 2017.
AUDITORS
a) Statutory Auditors
Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with The Companies (Audit and Auditors) Rules, 2014, M/s. S R B C & CO LLP, (Firm No. 324982E/ E300003) Chartered Accountants, were appointed as the Statutory Auditor of the Company to hold office from the Conclusion of the Twelfth Annual General Meeting until the conclusion of the Fifteenth Annual General Meeting of the Company, subject to ratification of their appointment at every Annual General Meeting.
The Statutory Auditor has given an un-modified audit report for the Financial Year ended March 31, 2017.
b) Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. C. J. Goswami & Associates, a firm of Company Secretaries in Practice to conduct the Secretarial Audit of the Company for the Financial Year 2016
17. The Secretarial Audit Report is annexed to this report as Annexure - 3.
CORPORATE GOVERNANCE
Your Company is committed to achieve the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set by the Regulators.
A separate section on Corporate Governance practices followed by the Company as stipulated under Regulation 43(3) and Schedule V of the SEBI Regulations, together with a certificate from M/s. C. J. Goswami & Associates, a firm of Company Secretaries in Practice, confirming Compliance to the conditions as stated in Regulation 34(3) of the SEBI Regulations forms part of this Annual Report.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 and the Rules made thereunder are given in the notes to Financial Statements.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company prepared in accordance with the Indian GAAP, applicable Accounting Standards notified under Section 133 of the Companies Act, 2013 and The Companies (Accounts) Rules, 2014 form part of this Annual Report.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of Annual Return in Form MGT-9 as required under Section 92 of Companies Act, 2013 forms an integral part of this Report as Annexure - 4.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) and 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 in respect of employees of the Company are given in Annexure 5 and 6 hereunder and forms part of this report.
DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanation obtained by them, the Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:
(a) That in preparation of the Annual Financial Statements for the year ended March 31, 2017; the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.
(b) That such accounting policies as mentioned in the notes to the Financial Statements have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give true and fair view of the Statement of Affairs of the Company as at March 31, 2017 and of the Profit of the Company for the year ended on that date.
(c) That proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
(d) That the Annual Financial Statements have been prepared on a going concern basis.
(e) That proper Internal Financial Controls were in place and that the Financial Controls were adequate and were operating effectively.
(f) That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
STATUTORY DISCLOSURES
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013 read with the Rule 8(3) of The Companies (Accounts) Rules, 2014 is as follows:
A. Conservation of Energy, Technology Absorption
The provisions of Section 134(1)(m) read with Rule 8(3) of The Companies (Accounts) Rules, 2014 are not applicable to the Company.
B. Foreign Exchange Earnings and Outgo
The foreign exchange earnings and outgo during the year together with comparable figures of the previous year are as stated below:
(Rs, in Lakhs)
|
Particulars |
Year ended |
Year ended |
|
31-Mar-17 |
31-Mar-16 |
|
|
Foreign Exchange Earnings |
1,21,071.49 |
99,424.98 |
|
Foreign Exchange Outgo |
1,02,986.83 |
78,568.51 |
LISTING OF THE COMPANYâS EQUITY SHARES
The equity shares of your Company are listed on The BSE Ltd. and The National Stock Exchange of India Ltd. There is no default in paying annual listing fees.
ACKNOWLEDGEMENT
Your Directors take this opportunity to express deep and sincere gratitude to all the stakeholders of the Company for their confidence and patronage.
Your Directors wish to place on record their appreciation for the support and contribution made by the employees at all levels and also wish to thank all its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in your Company.
For Sharda Cropchem Limited
Ramprakash V. Bubna
Date : May 22, 2017 Chairman & Managing Director
Place : Mumbai (DIN: 00136568)
Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting their report and audited
accounts for the year ended on 31st March, 2015.
FINANCIAL PERFORMANCE
(Rs. in Lacs)
Standalone
Particulars 2014-15 2013-14
Revenue from operations (net) 76,931.65 54,058.67
Other Income 2,769.30 3,537.51
Total revenue 79,700.95 57,596.18
Profit before interest, tax, depreciation, 17,388.98 16,367.08
amortization and prior period item
Depreciation and amortization expenses 2,320.15 2,888.17
Finance Costs 50.09 58.57
Profit before tax and prior period item 15,018.74 13,420.34
Tax Expenses 5,201.46 4,414.46
Profit after tax and before prior period 9,817.28 9,005.88
item
Prior period item 42.48 140.12
Net profit after tax 9,774.80 8,865.76
Minority Interest Income/(Expense) - -
Net profit for the year 9,774.80 8,865.76
Consolidated
Particulars 2014-15 2013-14
Revenue from operations (net) 1,06,106.47 79,037.26
Other Income 2,871.64 3,282.80
Total revenue 1,08,978.11 82,320.06
Profit before interest, tax, depreciation, 19,997.12 18,708.99
amortization and prior period item
Depreciation and amortization expenses 2,331.16 2,892.92
Finance Costs 79.87 137.26
Profit before tax and prior period item 17,586.09 15,678.81
Tax Expenses 5,243.36 4,431.92
Profit after tax and before prior period 12,342.73 11,246.89
item
Prior period item 45.32 141.75
Net profit after tax 12,297.41 11,105.14
Minority Interest Income/(Expense) 0.29 (0.03)
Net profit for the year 12,297.12 11,105.17
OPERATIONAL PERFORMANCE & FUTURE OUTLOOK
Your Company achieved an all time high performance both in turnover and
its profits. The Company's Revenue from Operations increased by 42.31%
over the previous year from Rs. 54,058.67 Lacs in FY 2013-14 to Rs.
76,931.65 Lacs in FY 2014-15. The net profit after Depreciation, Tax
and Prior period adjustments increased by 10.25% from Rs. 8,865.76 Lacs
in FY 2013-14 to Rs. 9,774.80 Lacs in FY 2014-15. Your Company received
259 new registrations during the current financial year under review.
During the year your Company also achieved a new high in its Revenue
from Operations crossing the Rs.100,000 Lacs milestone on a
consolidated basis, an increase of 34.25% over the previous year
FY2013-14. The net profit after Depreciation, Tax and Prior period
adjustments increased by 10.73% from Rs. 11,105.17 Lacs in FY 2013-14
to Rs. 12,297.12 Lacs in FY 2014-15. The lower than proportionate
increase in Net Profit after Tax is primarily due to pressure on gross
margins, increase in business overheads, change in product mix of
formulations and active ingredients and depreciation of the Euro.
Your Company continues to focus on investment in registration of
products in developed countries as well as other countries where
agriculture is the backbone of the economy. Your Company strongly
believes that the future of agrochemicals business is in obtaining
early registration of products.
DIVIDEND
Your directors have recommended dividend of 25% i.e. '2.50 per equity
share of '10.00 each for the financial year ended 31st March, 2015,
which if approved at the forthcoming Annual General Meeting, will be
paid to all those equity shareholders of the Company whose names appear
in the register of members as on 11th September, 2015 and whose names
appear as beneficial owners as per the beneficiary list furnished for
the purpose by National Securities Depository Limited and Central
Depository Services (India) Limited.
SHARE CAPITAL
The paid up equity share capital of the Company as on 31st March, 2015
was Rs. 9,022.04 Lacs. During the year under review your Company made
an Initial Public Offer (IPO) through an offer for sale, wherein M/s.
HEP Mauritius Limited (Private Equity Investor) offered its entire
holding and two promoter shareholders offered a part of their holdings.
The offer for sale was for 22,555,124 equity shares which constituted
25.00% of the post offer paid up equity share capital of the company.
The offer for sale received an overwhelming response and was
oversubscribed 51.21 times. The Company's shares got listed on 23rd
September, 2014.
Further, the Company has not issued any shares with differential voting
rights nor granted stock options nor sweat equity shares. Post the
offer for sale and upto 31st March, 2015, the promoters have not
acquired/sold any shares of the Company.
DEPOSITS
Your Company has not accepted/invited deposits from the public falling
within the ambit of Section 73 of the Companies Act, 2013 and the
Companies (Acceptance of Deposits) Rules, 2014.
SUBSIDIARY COMPANIES/ ASSOCIATE COMPANIES
Subsidiary Companies
Axis Crop Science Private Limited
Axis Crop Science Private Limited is engaged in marketing and
distribution of agrochemicals in India. The total income for the year
ended 31st March, 2015 is Rs. 3,257.08 Lacs (Previous year: Rs.
2,295.49 Lacs) and profit for the year is Rs. 35.84 Lacs (Previous
year: loss '7.30 Lacs).
Sharda International DMCC, U.A.E.
Sharda International DMCC is engaged in trading in agrochemicals,
conveyor belts and chemicals. The total income for the year ended 31st
March, 2015 is Rs. 28,444.36 Lacs (Previous year: Rs. 23,474.52 Lacs)
and profit for the year is Rs. 2,614.31 Lacs (Previous year: Rs.
2,277.95 Lacs).
Sharda Cropchem Espana, S.L., Spain
Sharda Cropchem Espana, S.L. is engaged in the business of distribution
of agrochemical products in Spain and abroad. For the year ended 31st
March, 2015, the Company's total income is Rs. 4,195.70 Lacs (Previous
year: '1,213.10 Lacs) and loss for the year is '26.53 Lacs (Previous
year: profit '73.49 Lacs).
Sharda Poland SP. ZOO, Poland
Sharda Poland SP. ZOO. is engaged in the business of distribution of
agrochemical products in Poland and abroad. The Company was formed in
the current year. The total income for the period ended 31st March,
2015 is Rs. 687.63 Lacs and profit for the period is Rs. 90.17 Lacs.
Sharda Balkan Agrochemicals Limited, Greece
Sharda Balkan Agrochemicals Limited is engaged in the business of
dealing in agrochemical products in Greece. For the year ended 31st
December, 2014, the Company's other income is Rs. 7.72 Lacs (Previous
year: Rs. 0.51 Lacs) and profit for the year is '4.12 Lacs (Previous
year: loss '4.47 Lacs).
Sharda Chile SpA, Chile
Sharda Chile SpA is engaged in the business of dealing in agrochemical
products in Chile. During the year, there were no operations in the
Company.
Sharda Costa Rica SA, Costa Rica
Sharda Costa Rica SA is engaged in the business of dealing in
agrochemical products in Costa Rica. During the year, there were no
operations in the Company.
Sharda Cropchem Tunisia SARL, Tunisia
Sharda Cropchem Tunisia SARL is engaged in the business of dealing in
agrochemical products in Tunisia. During the year, there were no
operations in the Company.
Sharda De Guatemala, S.A., Guatemala
Sharda De Guatemala, S.A. is engaged in the business of dealing in
agrochemical products in Guatemala. The Company does not have any
revenues during the year and has incurred nominal business and
administration expenses. For the year ended 31st December, 2014, the
Company incurred a loss of Rs. 0.02 Lacs (Previous year: Rs. 0.02
Lacs).
Sharda Del Ecuador CIA. Ltda., Ecuador
Sharda Del Ecuador CIA. Ltda. is engaged in the business of dealing in
agrochemical products in Ecuador. For the year ended 31st December,
2014, the other income is Rs. 25.70 Lacs (Previous year: Rs.12.77 Lacs)
and loss for the year is Rs. 0.10 Lacs (Previous year: profit '0.09
Lacs).
Sharda Do Brasil Comercio De Produces Quimicos E Agroquimicos Ltda,
Brazil
Sharda Do Brasil Comercio De Produces Quimicos E Agroquimicos Ltda is
engaged in the business of dealing in agrochemical products in Brazil.
For the year ended 31st December, 2014, the Company's total income is
Rs. 60.36 Lacs (Previous year: Rs. 0.10 Lacs) and profit for the year
is Rs. 1.13 Lacs (Previous year: loss Rs. 3.01 Lacs).
Sharda Hellas Agrochemicals Limited, Greece
Sharda Hellas Agrochemicals Limited is engaged in the business of
dealing in agrochemical products in Greece. For the year ended 31st
December, 2014, the Company's other income is Rs. 7.69 Lacs (Previous
year: Rs. 0.51 Lacs) and profit for the year is Rs. 4.10 Lacs (Previous
year: loss Rs. 4.47 Lacs).
Sharda Hungary Kft, Hungary
Sharda Hungary Kft is engaged in the business of dealing in
agrochemical products in Hungary. For the year ended 31st December,
2014,the Company's other income is Rs.1.36 Lacs (Previous year:Rs. 0.58
Lacs) and loss for the year is Rs. 0.15 Lacs (Previous year: Rs. 0.55
Lacs).
Sharda Italia SRL, Italy
Sharda Italia SRL is engaged in the business of dealing in agrochemical
products in Italy. For the year ended 31st December, 2014, the
Company's other income is Rs. 34.57 Lacs (Previous year: Rs.68.39 Lacs)
profit for the year is Rs. 0.40 Lacs (Previous year: Rs. 0.48 Lacs).
Sharda Peru SAC, Peru
Sharda Peru SAC is engaged in the business of dealing in agrochemical
products in Peru. The Company does not have any revenues during the
year and has incurred nominal business and administration expenses. For
the year ended 31st December, 2014, the Company incurred a loss of
Rs. 59.91 Lacs (Previous year: Rs. 75.99 Lacs).
Sharda Polska SP. ZOO., Poland
Sharda Polska SP. ZOO. is engaged in the business of dealing in
agrochemical products in Poland and abroad. For the year ended 31st
December, 2014, the Company's other income is Rs. 4.11 Lacs (Previous
year: Rs. 4.74 Lacs) and profit for the year is Rs. 0.53 Lacs (Previous
year:Rs. 0.75 Lacs).
Sharda Spain, S.L., Spain
Sharda Spain, S.L. is engaged in the business of dealing in
agrochemical products in Spain. For the year ended 31st December, 2014,
the Company's other income is Rs.7.31 Lacs (Previous year:Rs.4.73 Lacs)
loss for the year is Rs. 0.73 Lacs (Previous year: Rs. 0.61 Lacs).
Sharda Swiss SARL, Switzerland
Sharda Swiss SARL is engaged in the business of dealing in agrochemical
products in Switzerland. For the year ended 31st December, 2014, the
Company's other income is Rs.6.88 Lacs (Previous year: Rs.1.05 Lacs)
loss for the year is Rs. 0.39 Lacs (Previous year: Rs. 6.62 Lacs).
Sharda Taiwan Limited, Taiwan
Sharda Taiwan Limited is engaged in the business of dealing in
agrochemical products in Taiwan. The Company was formed in the current
year. For the period ended 31st December, 2014, the Company's other
income is Rs. 0.02 Lacs and profit for the period is Rs. 0.02 Lacs.
Sharda Ukraine LLC, Ukraine
Sharda Ukraine LLC is engaged in the business of dealing in
agrochemical products in Ukraine. For the year ended 31st December,
2014, the Company's other income is Rs.6.34 Lacs (Previous year:Rs.8.41
Lacs) and profit for the year is Rs. 0.02 Lacs (Previous year: Rs.0.06
Lacs).
Sharda USA LLC, USA
Sharda USA LLC is engaged in the business of dealing in agrochemical
products in USA. During the year, there were no operations in the
Company.
Shardacan Limited, Canada
Shardacan Limited is engaged in the business of dealing in agrochemical
products in Canada. During the year, there were no operations in the
Company.
Shardarus LLC, Russia
Shardarus LLC is engaged in the business of dealing in agrochemical
products in Russia. The Company does not have any revenues during the
year and has incurred nominal business and administration expenses. For
the year ended 31st December, 2014, the Company incurred a loss of Rs.
713 (Previous year: Rs. 875).
Shardaserb DO.O., Serbia
Shardaserb DO.O. is engaged in the business of dealing in agrochemical
products in Serbia. For the year ended 31st December, 2014, the
Company's other income is Rs.2.66 Lacs (Previous year: Rs. 0.01 Lacs)
and loss for the year is Rs. 0.18 Lacs (Previous year: Rs. 0.25 Lacs).
Sharzam Limited, Zambia
Sharzam Limited is engaged in the business of dealing in agrochemical
products in Zambia. During the year, there were no operations in the
Company.
Sharda Benelux BVBA, Belgium
Sharda Benelux BVBA is engaged in the business of dealing in
agrochemical products in Belgium. The Company does not have any
revenues during the year and has incurred nominal business and
administration expenses. For the year ended 31st December, 2014, the
Company incurred a loss of Rs. 0.91 Lacs (Previous year: Rs. 0.94
Lacs).
Sharda Bolivia SRL, Bolivia
Sharda Bolivia SRL is engaged in the business of dealing in
agrochemical products in Bolivia. For the year ended 31st March, 2015,
the Company's total income is Rs. 12.17 Lacs (Previous year: Rs. 1.71
Lacs) and profit for the year is Rs. 1.14 Lacs (Previous year: loss Rs.
10.63 Lacs).
Sharda Colombia S.A.S., Colombia
Sharda Colombia S.A.S. is engaged in the business of distribution of
agrochemical products in Colombia and abroad. For the year ended 31st
March, 2015, the Company's total income is Rs. 903.38 Lacs (Previous
year: Rs.467.13 Lacs) and loss for the year is Rs.695.46 Lacs (Previous
year: Rs. 40.28 Lacs).
Sharda De Mexico S. De Rl De CV, Mexico
Sharda De Mexico S. De Rl De CV is engaged in the business of
distribution of agrochemical products in Mexico and abroad. For the
year ended 31st March, 2015, the Company's total income is Rs.5,181.88
Lacs (Previous year: Rs.7,251.01 Lacs) and loss for the year is
Rs.310.10 Lacs (Previous year: profit Rs.7.20 Lacs).
Sharda Europe BVBA, Belgium
Sharda Europe BVBA is engaged in the business of dealing in
agrochemical products in Belgium. For the year ended 31st March, 2015,
the Company's other income is Rs.2.73 Lacs (Previous year:Rs.0.14 Lacs)
and profit for the year is Rs.1.48 Lacs (Previous year: loss
Rs.1.09 Lacs).
Sharda International Africa (Pty) Limited,
South Africa
Sharda International Africa (Pty) Limited is engaged in the business of
dealing in agrochemical products in South Africa. During the year,
there were no operations in the Company.
Sharda Malaysia SDN BHD, Malaysia Sharda Malaysia SDN BHD is engaged in
the business of dealing in agrochemical products in Malaysia. For the
year ended 31st March, 2015, the Company's other income is Rs. 2.63
Lacs (Previous year: Rs. 0.67 Lacs) and profit for the year is Rs. 1.14
Lacs (Previous year: loss '0.60 Lacs).
Sharda Uruguay S.A., Uruguay
Sharda Uruguay S.A. is engaged in the business of dealing in
agrochemical products in Uruguay. For the year ended 31st March, 2015,
the Company's other income is Rs. 0.45 Lacs (Previous year: Nil) and
profit for the year is Rs. 0.10 Lacs (Previous year: loss '2.69 Lacs).
Sharpar S.A., Paraguay
Sharpar S.A. is engaged in the business of dealing in agrochemical
products in Paraguay. For the year ended 31st December, 2014, the
Company's other income is Rs. 158.86 Lacs (Previous year: Rs. 27.72
Lacs) and profit for the year is '0.64 Lacs (Previous year: '0.78
Lacs).
Siddhivinayak International Limited, U.A.E.
Siddhivinayak International Limited is engaged in the business of
trading and investments in U.A.E. and abroad. The Company does not
have any revenues during the year and has incurred nominal business and
administration expenses. For the year ended 31st March, 2015, the
Company incurred a loss of Rs. 3.55 Lacs (Previous year: Rs. 1.87
Lacs).
Euroazijski Pesticidi d.o.o., Croatia
Euroazjiski Pesticidi d.o.o. is engaged in the business of dealing in
agrochemical products in Croatia. For the year ended 31st March, 2015,
the Company's other income is Rs. 35.92 Lacs (Previous year: Nil) and
profit for the year is '11.30 Lacs (Previous year: loss '5.50 Lacs).
Associate Companies
Sharda Private (Thailand) Limited, Thailand
Sharda Private (Thailand) Limited is engaged in the business of dealing
in agrochemical products in Thailand. For the year ended 31st March,
2015, the Company's other income is Rs. 0.02 Lacs (Previous year: Nil)
and loss for the year is Rs. 1.35 Lacs (Previous year: Rs. 1.95 Lacs).
A statement containing the salient features of the financial position
of the subsidiary companies in Form AOC-1 is annexed as Annexure 1.
Related Party Transactions
All related party transactions entered into during the financial year
are on an arm's length basis and were in the ordinary course of
business. There are no materially significant related party
transactions made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons which may have a
potential conflict with the interest of the Company at large.
All related party transactions are placed before the Audit Committee.
The policy on related party transactions as approved by the Board of
Directors has been uploaded on the website of the Company. The weblink
of the same is (http shardacropchem.com/investor-relation.html)
Since all related party transactions entered into by the Company are in
the ordinary course of business and are on an arm's length basis, Form
AOC-2 is not applicable to the Company. None of the Directors has any
pecuniary relationship or transactions vis-a-vis the Company.
DIRECTORS
Your Company has Nine (9) Directors consisting of Five (5) Independent
Directors, Three (3) Whole- time Directors and Chairman & Managing
Director (CMD) as on 31st March, 2015.
Appointment/Resignations from the Board of Directors
In terms of section 149, 152 read with Schedule IV and all other
applicable provisions of the Companies Act, 2013 and the Companies
(Appointment and Qualification of Directors) Rules, 2014 (including any
statutory modifications or re- enactment thereof for the time being in
force), the Independent Directors can hold office for a term of upto
five (5) consecutive years on the Board and will not be liable to
retire by rotation.
Accordingly, Mr. Shitin Desai, Mr. Shobhan Thakore, Mr. Swaminathan
Sundara Rajan Mittur, Mr. Perumal Ramamurthy Srinivasan and Mrs.
Urvashi Saxena were appointed as Independent Directors by the
shareholders for a term of five (5) years with effect from August 9,
2014.
All the Independent Directors have given declaration that they meet the
criteria of independence laid down under section 149 (6) of the
Companies Act, 2013 and clause 49 of the Listing Agreement.
Pursuant to the IPO undertaken by the Company, HEP Mauritius Limited
(HEP) ceased to hold any shares in the Company and hence Mr. Vishal
Marwaha, Nominee Director of HEP tendered his resignation from the
Board of the Company on 23rd September, 2014.
Woman Director
In terms of the provisions of Section 149 of the Companies Act, 2013
and Clause 49 of the Listing Agreement, a Company shall have atleast
one Woman Director on the Board of the Company. Your Company's Board
is represented by two Woman Directors viz. Mrs. Sharda R. Bubna and
Mrs. Urvashi Saxena.
Chairman & Managing Director (CMD)
Mr. Ramprakash V. Bubna has been serving as the Chairman & Managing
Director of the Company since its inception i.e 12th March, 2004 with
the approval of the Board and the shareholders, from time to time.
Directors Retiring by Rotation
In accordance with the provisions of section 152 of the Companies Act,
2013 and Articles of Association of the Company, Mr. Manish R. Bubna,
Director of the Company, retires by rotation at the forthcoming Annual
General Meeting of the Company and being eligible, offers himself for
re-appointment.
As required by Clause 49 of the Listing Agreement with the Stock
Exchanges, the brief resume of Mr. Manish R. Bubna is provided in the
notice covering the Annual General Meeting of the Company.
Appointment/Resignation of the Key Managerial Personnel
Mr. Ramprakash V. Bubna, Chairman & Managing Director, Mrs. Sharda R.
Bubna, Mr. Ashish R. Bubna and Mr. Manish R. Bubna Whole time
Directors, Mr. Gautam Arora, Chief Financial Officer and Mr. Jetkin
Gudhka, Company Secretary are the Key Managerial Personnel as per the
provisions of Companies Act, 2013 and were already in office before the
commencement of the Companies Act, 2013.
The Board of Directors of the Company at the meeting held on 10th July,
2014, re-designated Mr. Gautam Arora, as Key Managerial Personnel of
the Company, as per the requirements of the Companies Act, 2013.
There was no resignation of any Key Managerial Personnel during the
year under review.
Number of Meetings of the Board
Regular meetings of the Board are held to discuss and decide on various
business policies, strategies and other businesses. Due to business
exigencies, certain business decisions are taken by the Board through
circulation from time to time.
The Board met eight (8) times during the FY 2014- 15 viz, 3rd June,
2014, 10th July, 2014, 9th August, 2014, 22nd August, 2014, 25th
August, 2014, 1st October, 2014, 5th November, 2014 and 6th February,
2015.
Detailed information on the meetings of the Board are included in the
report on Corporate Governance, which forms part of this Annual Report.
Additionally several committee meetings were held including Audit
Committee meeting which met five (5) times during the year.
COMMITTEES OF THE BOARD
Your Company has several committees which have been established as a
part of the best corporate governance practices and are in compliance
with the requirements of the relevant provisions of laws and statutes
applicable to the Company.
The Company has following Committees namely:
1. Audit Committee;
2. Nomination and Remuneration Committee;
3. Stakeholder Grievance Committee;
4. Corporate Social Responsibility (CSR) Committee
The details with respect to the composition, powers, roles, terms of
reference, etc. of the aforesaid committees are given in details in the
"Report on Corporate Governance" of the Company which forms part of the
Annual Report.
PERFORMANCE EVALUATION OF THE BOARD
In compliance with the provisions of Section 134 of the Companies Act,
2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 and the
Listing Agreement with the Stock Exchanges, a structured questionnaire
was prepared after taking into consideration various aspects of Board's
functioning, composition of Board and Committees, culture,execution and
performance of specific duties, obligations and governance.
The performance evaluation of the Board as a whole was carried out by
the Independent Directors. The performance evaluation of each
Independent Director was carried out by the Board. The Board of
Directors expressed their satisfaction with the evaluation process.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
In compliance with the provisions of Section 135 of the Companies Act,
2013 read with the Companies (Corporate Social Responsibility Policy)
Rules, 2014, the Company has constituted Corporate Social
Responsibility (CSR) Committee and has adopted a Corporate Social
Responsibility (CSR) Policy.
The Company has undertaken initiatives in the areas of promoting
education, eradicating hunger, empowerment of women, animal welfare,
promotion of Olympic sports and rural development projects. These
projects are in accordance with the activities included in Schedule VII
of the Companies Act, 2013 and the Company's CSR Policy. The Statutory
disclosure with respect to the CSR Committee and an Action Taken Report
on CSR Activities forms a part of this Report as Annexure - 2.
RISK MANAGEMENT POLICY
During the year under review the Company has adopted a Risk Management
Policy wherein all material risk faced by the Company are identified
and assessed. The Risk Management framework defines the risk management
approach of the Company and includes collective identification of risks
impacting the Company's business and documents their process of
identification, mitigation, optimization of such risks.
REMUNERATION POLICY
The Board has, on the recommendation of the Nomination and Remuneration
Committee, framed and adopted the policy for selection and appointment
of Directors, Key Managerial Personnel, Senior Management and their
remuneration. The remuneration policy lays down the entitlements of
remuneration to non-executive directors such as sitting fees,
commission and other re-imbursements, remuneration to Managing Director
and other Executive Directors consisting of monthly salary, allowances,
commission, perquisites, bonus and other benefits, if any.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for the year under review
as stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges is presented as a separate section forming part of this
Annual Report.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has adopted a Whistle Blower Policy to report genuine
concerns or grievances and to deal with instances of fraud and
mismanagement. The Whistle Blower Policy has been posted on the
website of the Company (http://www.shardacropchem.com/investor-relation
.html)
AUDITORS
a) Statutory Auditors
M/s. S. R. Batliboi & Co. LLP, Chartered Accountants, (Firm No.
301003E) have expressed their unwillingness to continue as statutory
auditor of the Company. The Company proposes to appoint M/s. S R B C &
Co. LLP, Chartered Accountants (Firm No. 324982E), as statutory
auditors of the Company in place of the retiring auditors, subject to
the approval of the Shareholders in the Annual General Meeting of the
Company. M/s. S R B C & Co. LLP, have confirmed their eligibility under
Section 141 of the Companies Act, 2013 and the Rules framed thereunder.
b) Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed M/s. C. J. Goswami &
Associates, a firm of Company Secretaries in Practice to conduct the
Secretarial Audit of the Company for the financial year 2014-15. The
Secretarial Audit Report is annexed to this report as Annexure - 3.
CORPORATE GOVERNANCE
Your Company is committed to achieve the highest standards of Corporate
Governance and adheres to the Corporate Governance requirements set by
the Regulators.
A separate section on Corporate Governance practices followed by the
Company as stipulated under Clause 49 of the Listing Agreement with the
Stock Exchanges, together with a certificate from M/s. C. J. Goswami &
Associates, Practising Company Secretaries, confirming compliance to
the conditions as stated in Clause 49 of the Listing Agreement forms
part of this Annual Report.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 and the rules made
thereunder are given in the notes to financial statements.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company prepared in
accordance with the Indian GAAP, applicable accounting standards
notified under Section 133 of the Companies Act, 2013 and the Companies
(Accounts) Rules, 2014 forms part of this Annual Report.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of Annual Return in Form MGT-9
as required under Section 92 of Companies Act, 2013 forms an integral
part of this Report as Annexure - 4.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
The Company had filed a Compounding application on 19th November, 2014
with the Reserve Bank of India (RBI) towards non-filing of Form FC-GPR
Part A pertaining to issuance of Bonus shares of the Company to M/s.
HEP Mauritius Limited, Mauritius. In response to such application, the
Reserve Bank of India imposed a penalty of Rs. 3,53,800 on the Company,
which has been duly paid in due time.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197(12) of the Companies
Act, 2013 read with Rule 5(1) and 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 in respect of
employees of the Company are given in Annexures 5 and 6 hereunder and
forms part of this report.
DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the
information and explanation obtained by them, the Directors make the
following statements in terms of Section 134(3)(c) of the Companies
Act, 2013:
(a) That in the preparation of the annual financial statements for the
year ended 31st March, 2015, the applicable accounting standards have
been followed along with proper explanation relating to material
departures, if any.
(b) That such accounting policies as mentioned in the notes to the
financial statements have been selected and applied consistently and
judgements and estimates have been made that are reasonable and prudent
so as to give true and fair view of the statement of affairs of the
Company as at 31st March, 2015 and of the profit of the Company for the
year ended on that date.
(c) That proper and sufficient care has been taken for maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
(d) That the annual financial statements have been prepared on a going
concern basis.
(e) That proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively.
(f) That systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating
effectively.
STATUTORY DISCLOSURES
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo pursuant to Section 134(3) (m) of
the Companies Act, 2013 read with the Rule 8(3) of the Companies
(Accounts) Rules,2014 is as follows:
A. Conservation of Energy, Technology Absorption
The provisions of Section 134(1)(m) read with Rule 8(3) of the
Companies (Accounts) Rules, 2014 are not applicable to the Company.
B. Foreign Exchange Earnings and Outgo
The foreign exchange earnings and outgo during the year together with
comparable figures of the previous year are as stated below:
(Rs. in Lacs)
Particulars Year ended Year ended
31-Mar-15 31-Mar-14
Foreign Exchange Outgo 68,263.37 42,828.50
Foreign Exchange Earnings 76,704.67 53,284.31
LISTING OF THE COMPANY'S EQUITY SHARES
The equity shares of your Company got listed on BSE Ltd. and The
National Stock Exchange of India Ltd. on 23rd September, 2014. There is
no default in paying the annual listing fees.
ACKNOWLEDGEMENT
Your Directors take this opportunity to express deep and sincere
gratitude to all the stakeholders of the Company for their confidence
and patronage.
Your Directors wish to place on record their appreciation for the
support and contribution made by the employees at all levels and also
wish to thank all its customers, dealers, agents, suppliers, investors
and bankers for their continued support and faith reposed in the
Company.
For Sharda Cropchem Limited
RAMPRAKASH V. BUBNA
CHAIRMAN & MANAGING
Mumbai, 30th May, 2015 DIRECTOR
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