Directors Report of Shree Hari Chemicals Export Ltd.

Mar 31, 2024

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

FINANCIAL RESULTS:

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

(Rs. in Lakhs)

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

OPERATIONS/ STATE OF COMPANY''S AFFAIRS

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

TRANSFER TO GENERAL RESERVES

There was no transfer of amount to General Reserve.

DIVIDEND

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

ISSUE OF ZERO COUPON COMPULSORILY CONVERTIBLE DEBENTURES ON PREFERENTIAL BASIS

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

MATERIAL CHANGES AND COMMITMENTS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND DATEOFTHEREPORT

There have been no other material changes and commitments, if any, affecting the financial position of the Company, which have occurred between the end of the financial year dated 31st March, 2024 and the date of the report.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

4 (Four) meetings of the Board of Directors were held during the financial year. Details of the Meetings of the board are referred in the Corporate Governance Report, which forms part of this report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointments and Cessations:

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

Shri Bankesh Chandra Agrawal (DIN: 00121080) was re-appointed as Chairman & Managing Director, Shri Sarthak Agarwal (DIN: 03613314) and Shri Nihit Agarwal (DIN: 07586882), were re-appointed as Whole time Directors of the Company for a period of three years with effect from November 11,2023 to November 10, 2026. Their appointment and remuneration was approved at the 36th AGM of the Company held on September 27, 2023.

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

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

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

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

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

Key Managerial Personnel (''KMP''):

In terms of the provisions of Sections 2(51) and 203 of the Act, the following are the KMPs of the Company:

Shri Bankesh Chandra Agrawal, Chairman & Managing Director

Shri Sarthak Agarwal, Whole Time Director

Shri Nihit Agarwal, Whole Time Director

Shri Sanjay Kedia, Whole Time Director & CFO

Ms. Urvashi Pandya, Company Secretary & Compliance Officer

DECLARATIONS FROM INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 ("the Act") along with Rules framed thereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). There has been no change in the circumstances affecting their status as independent directors of the Company.

In terms of Regulation 25(8) of SEBI Listing Regulations, independent directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

In the opinion of the Board, the independent directors possess appropriate balance of skills, experience and knowledge, as required.

AUDIT COMMITTEE

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

VIGIL MECHANISM

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. To maintain these standards, the Company encourages its employees who have concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment. A Vigil (Whistle Blower) Mechanism formulated by the Company provides a channel to the employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the codes of conduct or policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and also provide for direct access to the Managing Director/ Chairman of the Audit Committee in exceptional cases. The policy is placed on website of the Company weblink: http://www.shreeharichemicals.in/policies.aspx

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND CRITERIA FOR INDEPENDENT DIRECTORS

The Remuneration Policy for directors and senior management and the Criteria for selection of candidates for appointment as directors, independent directors, senior management are placed on the website of the Company. The web link is http://www.shreeharichemicals.in/policies.aspx .There has been no change in the policies since the last fiscal year. We affirm that the remuneration paid to the directors is as per the terms laid out in the remuneration policy of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal and statutory auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2023-24.

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

DETAILS OF SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES

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

ANNUALRETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, Annual Return of the Company as at 31st March, 2024 is uploaded on the website of the Company at http://www.shreeharichemicals.in/annualreturn.aspx

STATUTORY AUDITORS

As per the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, /s. Kailash Chand Jain & Co., Chartered Accountants, Mumbai, (FRN No. 112318W) were appointed as Statutory Auditors of the Company for a period of five years from the conclusion of the Thirty-Fifth AGM till the conclusion of the Fortieth AGM to be held in 2027.

The Statutory Auditors have confirmed that they are not disqualified to act as Auditors and are eligible to hold office as Statutory Auditors of the Company for the financial year 2024-25.

COST AUDIT

The maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is required by the Company and accordingly such accounts and records are made and maintained.

The Board of Directors have appointed M/s. V. B. Modi & Associates, Cost Accountants, as Cost Auditors for the financial year 2024-25.

In accordance with the requirement of the Central Government and pursuant to Section 148 of the Act, your Company carries out an annual audit of cost accounts of the Company.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013, M/s. Parikh & Associates, Practicing Company Secretaries were appointed as the Secretarial Auditors for auditing the secretarial records of the Company for the financial year 2023-24.The Secretarial Auditors'' Report is annexed as Annexure I.

STATUTORY AUDITORS'' REPORT AND SECRETARIAL AUDITORS'' REPORT

The Statutory Auditors'' report and Secretarial Auditor''s report does not contain any qualifications, reservations or adverse remarks. During the year under review, there were no instances of fraud reported by the auditors, under Section 143(12) of the Companies Act, 2013 to the Audit Committee or to the Board of Directors.

SECRETARIAL STANDARDS

The company has devised proper systems to ensure compliance with the provisions of all applicable secretarial standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

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

1. Conservation of energy:

a. Steps taken / impact on conservation of energy:

During the year, the Company continued to make efforts to prevent wasteful electrical consumption.

b. Steps taken by the company for utilising alternate sources of energy including waste generated:

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

c. The Capital invested on energy conservation equipment: None

2. Technology absorption :

a. Efforts, in brief, made towards technology absorption during the year under review: NIL

b. Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product development, import substitution, etc.: Not Applicable

c. In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), following information may be furnished: Not Applicable

d. Expenditure incurred on Research and Development: NIL

3. Foreign exchange earnings and Outgo :

Foreign exchange earnings and outgo	2023-24
a. Foreign exchange earnings	336.68
b. Foreign exchange outgo	Nil

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure II.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public during the year.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORY/ JUDICIAL AUTHORITIES

There are no significant or material orders passed by any regulator or judicial authorities that would impact the going concern status of the Company and its future operations.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any loans or guarantees or made investments in contravention of the provisions of the Section 186 of the Companies Act, 2013. The details of the loans and guarantees given and investments made by the Company are provided as under:

(Rs. in Lakhs)

Particulars	2023-24
a. Loans	Nil
b. Investments	Nil
c. Guarantees/ Securities	Nil

RISK MANAGEMENT POLICY

The Board of Directors of the Company has framed a Risk Management Policy and is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company was not required to spend any amount towards CSR Activities and there was no previous unspent amount required to be spent during the financial year 2023-24. Hence, the Annual Report on CSR does not form part of this Report. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. The policy is available on http://www.shreeharichemicals.in/policies.aspx.

RELATED PARTY TRANSACTIONS

Particulars of transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 and the same forms part of this report as Annexure III.

EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

An annual evaluation of the Board own performance, Board committees and individual directors was carried out pursuant to the provisions of the Act in the following manner:

Sr. No.	Performance evaluation of	Performance evaluation performed by	Criteria
1	Each Individual directors	Nomination and Remuneration Committee	Attendance, Contribution to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and guidance provided, key performance aspects in case of executive directors etc.
2	Independent directors	Entire Board of Directors excluding the director who is being evaluated	Attendance, Contribution to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution, and guidance provided etc.
3	Board, its committees and individual directors	All directors	Board composition and structure; effectiveness of Board processes, information and functioning, performance of specific duties and obligations, timely flow of information etc. The assessment of committees based on the terms of reference of the committees

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has complied with provisions relating to the constitution of Internal Complaints Committee and has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

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

LISTING FEES

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

INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE

The Board of Directors has adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and is available on our website. The web link is http://www.shreeharichemicals.in/policies.aspx.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

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

ACKNOWLEDGEMENT

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

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

For and on behalf of the Board

BANKESH CHANDRA AGRAWAL Chairman & Managing Director DIN:00121080

Place: Mumbai Date: August 28, 2024

---

Mar 31, 2016

[Pursuant to Section 134(3) of the Companies Act, 2013]

To The Members, SHREE HARI CHEMICALS EXPORT LIMITED

The Directors have pleasure in presenting the Twenty Ninth Annual Report together with the Statement of Accounts for the year ended on March 31, 2016:

FINANCIAL RESULTS:

(Rs. in Lakhs)

Particulars	2015-2016	2014-2015
Sales	10096.43	13099.69
PROFIT BEFORE DEPRECIATION & TAX	402.06	5188.17
Less:
Depreciation	307.93	332.43
PROFIT BEFORE TAX	94.13	4855.74
Less: Provision for Taxation
Current Tax	32.00	1575.00
Deferred Tax	(50.35)	73.34
Short/excess provision of Income Tax	-	0.57
PROFIT AFTER TAX	112.48	3206.83
Surplus brought forward from Previous Year	4429.96	1516.52
PROFIT AVAILABLE FOR APPROPRIATION
Transfer to General Reserve	-	160.00
Proposed Dividend	44.46	111.16
Tax on Proposed Dividend	9.05	22.23
Surplus Carried Forward	4488.93	4429.96

OPERATIONS:

During the year under review, a sale for the year was Rs. 10096.43 Lakhs as against Rs. 13099.69 Lakhs for the previous year. Profit after tax was Rs.112.48 Lakhs as against Profit of Rs. 3206.83 Lakhs for the previous year. Export earnings were Rs. 689.37 Lakhs as against Rs. 707.59 Lakhs for the previous year.

Profit of the Company declined due to sharp fall in the international price of the products.

TRANSFER TO GENERAL RESERVES

There was no transfer of profits to General Reserve during the year

DIVIDEND

The Board of Directors are pleased to recommend a dividend of Re. 1/- (Rupee one per share i. e. 10 % on 4446300 Equity Shares of Rs. 10/- each for the year 2015-2016.

MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR

There have been no material changes and commitments, if any, affecting the financial position of the Company, which have occurred between the end of the financial year dated 31st March 2016 and the date of the report.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

4 (Four) meetings of the Board of Directors were held during the year. Details of the Meetings of the board, please refer to the corporate governance report, which forms part of this report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Shri Hanuman Prasad Ramuka (DIN 02440114), Director of the Company, retires at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Shri Kishori Lal Ramuka resigned as Chairman & Executive Director and Director of the Company with effect from July 1, 2016. The Board expresses its appreciation to Shri Kishori Lal Ramuka for the services rendered by him during his tenure with the Company.

Shri Bankesh Chandra Agrawal resigned as Managing Director and appointed as Chairman and Executive Director with effect from July 1, 2016.

Shri Anup Ramuka appointed as an Additional Director of the Company with effect from July 1, 2016. He holds office upto the date of ensuing Annual General Meeting. The Company has received notice along with requisite deposit proposing his canditure for the office of Directorship.

Shri Anup Ramuka also appointed as the Managing Director of the Company for a period of three years with effect from July 1, 2016. The resolution seeking approval of the members for appointment and remuneration of Shri Anup Ramuka has been incorporated in the notice of the ensuing Annual General Meeting of the Company.

Smt. Priyanka Ajmera Company Secretary of the Company, resigned with effect from April 11, 2016.

DECLARATION FROM INDEPENDENT DIRECTORS

Shri Virjanand Gupta, Shri Arvind Chirania, Shri Vinit Kedia and Smt. Ekta Sultania, who are independent directors, have submitted declarations that each of them meets the criteria of independence as provided in sub Section (6) of Section 149 of the Act and there has been no change in the circumstances which may affect their status as independent director during the year. In the opinion of the Board, the independent directors possess appropriate balance of skills, experience and knowledge, as required.

AUDIT COMMITTEE

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

VIGIL MECHANISM

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. To maintain these standards, the Company encourages its employees who have concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment. A Vigil (Whistle Blower) mechanism formulated by the Company provides a channel to the employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of conduct or policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and also provide for direct access to the Managing Director/ Chairman of the Audit Committee in exceptional cases.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND CRITERIA FOR INDEPENDENT DIRECTORS

The Remuneration Policy for directors and senior management and the Criteria for selection of candidates for appointment as directors, independent directors, senior management are placed on the website of the

Company web link http://www.shreeharichemicals.in /policies.aspx There has been no change in the policies since the last fiscal year. We affirm that the remuneration paid to the directors is as per the terms laid out in the remuneration policy of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal and statutory auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company s internal financial controls were adequate and effective during the financial year 2015-16.

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

DETAILS OF SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES

The Company does not have any subsidiary/ joint ventures/ associates.

EXTRACT OF ANNUAL RETURN

As provided under sub Section (3) of Section 92 of the Act, the extract of annual return is enclosed, which forms part of the directors report as Annexure I.

AUDITORS

M/s. Kailash Chand Jain & Co, Chartered Accountants (ICAI Registration No. 112318W), the Auditors of the Company who would retire at the ensuing Annual General Meeting offer themselves for re-appointment. M/s. Kailash Chand Jain & Co, Chartered Accountants, the existing auditors have furnished a certificate, confirming that if re-appointed for the financial year 2016-2017 their re-appointment will be in accordance with Section 139 read with Section 141 of the Companies Act, 2013.

You are requested to appoint Auditors and to fix their remuneration.

COST AUDIT

As per Section 148 and other applicable provisions of the Companies Act, 2013, the Board of Directors based on the recommendation of the Audit Committee had appointed M/s. B. F. Modi & Associates, Cost Accountants, as Cost Auditors to carry out the audit of the Cost Records of the Company for the Financial

Years 2015-16. M/s. B. F. Modi & Associates, Cost Accountants, have also been appointed as Cost Auditors to carry out the audit of the Cost Records of the Company for the Financial Year 2016-17. The necessary resolution for seeking ratification of payment of remuneration to them is included in the notice of the ensuing annual general meeting.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013, M/s. Parikh Parekh & Associates, Practicing Company Secretaries were appointed as the Secretarial Auditors for auditing the secretarial records of the Company for the financial year 2015-2016.

The Secretarial Auditors Report is annexed as Annexure II.

AUDITORS REPORT AND SECRETARIAL AUDITORS REPORT

The auditor s report does not contain any qualifications, reservations or adverse remarks.

The Secretarial Audit Report for the financial year ended March 31, 2016 do not contain any qualification, reservation, adverse remark. The reasons for unspent amount of CSR expenditure is explained in the Annual Report on Corporate Social Responsibilities Activities annexed to this report.

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

[Pursuant to Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014]

1. Conservation of energy:

a. Steps taken / impact on conservation of energy:

During the year, the Company continued to make efforts to prevent wasteful electrical consumption.

b. Steps taken by the company for utilizing alternate sources of energy including waste generated:

The Company is planning to set a Solar Power Plant in order to minimize the cost of electrical consumption.

c. The Capital invested on energy conservation equipment : - NIL -

2. Technology absorption:

a. Efforts, in brief, made towards technology absorption during the year under review are: Not Applicable

b. Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product development, import substitution, etc.: Not Applicable

c. In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), following information may be furnished : Not Applicable

d. Expenditure incurred on Research and Development: NIL

3. Foreign exchange earnings and Outgo:

(Rs. in Lakhs)

	Foreign exchange earnings and outgo	2015-16
a.	Foreign exchange earnings	689.37
b.	Foreign exchange outgo	1015.95

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure III.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public during the year.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORY/ JUDICIAL AUTHORITY

The Company had received a notice vide letter dated 17th June, 2015, from the Regional Officer, Mahad, Maharashtra Pollution Control Board ("Board") directing to close the manufacturing activities of the company s factory and hence manufacturing activities were closed. However, the same was restarted vide order dated 10th July, 2015 received from the said Board.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any loans or guarantees or made investments during the year ended March 31, 2016.

RISK MANAGEMENT POLICY

The Board of Directors of the Company has framed a risk management policy and is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which is approved by the Board. The CSR policy of the Company is placed on the website of the Company web link http://www. Shreeharichemicals.in/policies. aspx.

In accordance with the provisions of Section 135 of the Companies Act, 2013, an abstract on Company s CSR activities is furnished as Annexure IV.

RELATED PARTY TRANSACTIONS

Particulars of transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 and the same forms part of this report as Annexure V.

EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

An annual evaluation of the Board own performance, Board committees and individual directors was carried out pursuant to the provisions of the Act in the following manner:

Sr. No.	Performance evaluation of	Performance evaluation performed by	Criteria
1.	Each Individual directors	Nomination and Remuneration Committee	Attendance, Contribution to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and guidance provided, key performance aspects in case of executive directors etc.
2.	Independent directors;	Entire Board of Directors excluding the director who is being evaluated	Attendance, Contribution to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution, and guidance provided etc.
3.	Board, its committees and individual directors	All directors	Board composition and structure; effectiveness of Board processes, information and functioning, performance of specific duties and obligations, timely flow of information etc. The assessment of committees based on the terms of reference of the committees

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

LISTING AGREEMENT AND LISTING FEES

The Company has entered into Listing Agreement with BSE Limited in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has paid the listing fees to BSE Limited for the year 2016-2017.

INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE

The Board of Directors has adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and is available on our website www. shreeharichemicals.in/policies.aspx.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

As per the Listing Regulations, the Corporate Governance Report, Management Discussion and Analysis Report, and the Auditor s Certificate regarding compliance with conditions of Corporate Governance, forms part of the Annual Report

ACKNOWLEDGEMENT

Your Directors convey their gratitude to the State Bank of India and every official, customers, suppliers, other associates of the company for their continued assistance and support. The Directors also wish to place on record their appreciation of the hard work put in by the staff of the Company. The Directors are also grateful to you, the Shareholders, for the confidence you continue to repose in the Company.

For and on behalf of the Board

Place: Mumbai Bankesh Chandra Agrawal

Date: 1st August, 2016 Chairman & Executive Director

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Mar 31, 2015

To

The Members,

SHREE HARI CHEMICALS EXPORT LIMITED

The Directors have pleasure in presenting the Twenty Eighth Annual Report together with the Statement of Accounts for the year ended on March 31, 2015:

FINANCIAL RESULTS: (Rs. in Lakhs)

Particulars 2014-2015 2013-2014

Sales 13099.69 6183.41

PROFIT BEFORE DEPRECIATION & TAX 5188.17 1779.81

Less:

Depreciation 332.43 150.90

PROFIT BEFORE TAX 4855.74 1628.91

Less: Provision for Taxation

Current Tax 1575.00 298.00

Deferred Tax 73.34 (18.98)

Short/excess provision of Income Tax 0.57 -

PROFIT AFTER TAX 3206.83 1349.89

Add: Surplus brought forward from Previous Year 1516.52 218.65

PROFIT AVAILABLE FOR APPROPRIATION 4723.35 1568.54

Proposed Dividend 111.16 44.46

Tax on Proposed Dividend 22.23 7.56

Transfer to General Reserve 160.00 -

Profit Carried Forward 4429.96 1516.52

OPERATIONS:

During the year under review, net sales turnover was Rs. 13099.69 Lakhs as against Rs. 6183.41 Lakhs during the corresponding previous year. Profit after tax was Rs. 3206.83 Lakhs as against Profit of Rs. 1349.89 Lakhs for the previous year. The growth in the turnover and profit of the Company was mainly attributable to the favorable positive market conditions and demand in the international market for the products. However, the increase in exports was the bright spot in the net sales turnover.

TRANSFER TO GENERAL RESERVE

The Company proposes to transfer Rs. 160.00 Lakhs (5% of Net Profit) to the General Reserve out of the amount available for appopriation and an amount of Rs. 3073.45 Lakhs is proposed to be retained in the Profit and Loss Account.

DIVIDEND

The Board of Directors are pleased to recommend a dividend of Rs. 2.50/- (Rupees two and paisa fifty) per share i. e. 25% on 4446300 Equity Shares of Rs. 10/- each for the year 2014-2015.

EXPORT

Export earnings were Rs. 707.60 Lakhs as against Rs. 407.02 Lakhs during the corresponding previous year.

MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF THE FINANCIAL YEAR

There have been no material changes and commitments, if any, affecting the financial position of the Company, which have occurred between the end of the Financial Year dated March 31st, 2015 and the date of the report.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

6 (Six) Meetings of the Board of Directors were held during the year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 149 of the Act, which came into effect from April 1, 2014, Shri Virjanand Gupta (DIN 00042271), Shri Arvind Chirania (DIN 00044845), Shri Santosh Kumar Sultania (DIN 00041109), Shri Vinit Kedia (DIN 02462683) were appointed as Independent Directors at the Annual General Meeting of the Company held on September 5th, 2014.

Shri Hanuman Prasad Ramuka (DIN 02440114), Director of the Company, retires at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Shri Kishori Lal Ramuka (DIN 00040695) was re-appointed as the Chairman & Executive Director of the Company from October 1, 2014 for a period of three years which was approved by the shareholders at the Annual General Meeting held on September 5th, 2014.

The Board of Directors at its Meeting held on February 12th, 2015 re-appointed Shri Bankesh Chandra Agrawal (DIN 00121080) as the Managing Director of the Company for a period of three years from March 1st, 2015, subject to the approval of the Shareholders.

Shri Santosh Kumar Sultania, (DIN 00041109) Director of the Company, resigned as Director with effect from March 26, 2015. The Board places on record their sincere appreciation for the valuable services rendered by him during his tenure as Director of the Company.

With a view to strengthen the Board and also to meet the regulatory requirements, Smt. Ekta Sultania (DIN 07134485) was appointed as Additional Director of the Company with effect from March 26, 2015. Since Smt. Ekta Sultania is an Independent Director of the Company, the resolution seeking approval of the Members for the appointment of Smt. Ekta Sultania as an Independent Director with effect from March 26, 2015 has been incorporated in the notice of the forthcoming Annual General Meeting of the Company. The Company has received notice under Section 160 of the Act along with the requisite deposit proposing her appointment. She is a Bachelor of Science (B.Sc.)

Pursuant to the provisions of Section 203 of the Act, which came into effect from April 1, 2014, the appointment of Shri Kishori Lal Ramuka, Chairman & Executive Director, Shri Bankesh Chandra Agrawal, Managing Director, Shri Hanuman Prasad Ramuka, Whole Time Director and Shri Sanjay Kedia, Chief Financial Officer of the Company as key managerial personnel of the Company was formalized on May 29th, 2014. During the year Company also appointed Smt. Priyanka Ajmera as a Company Secretary with effect from March 26th, 2015 as required under the provisions of Section 203 of the Act.

DECLARATION FROM INDEPENDENT DIRECTORS

Shri Virjanand Gupta, Shri Arvind Chirania, Shri Vinit Kedia and Smt. Ekta Sultania, who are independent directors, have submitted a declaration that each of them meets the criteria of independence as provided in sub Section (6) of Section 149 of the Act and there has been no change in the circumstances which may affect their status as independent director during the year. In the opinion of the Board, the independent directors possess appropriate balance of skills, experience and knowledge, as required.

AUDIT COMMITTEE OF BOARD OF DIRECTORS

The Audit committee of the Board of Directors of the Company consists of the following members:

1. Shri Arvind Chirania

2. Shri Vinit Kedia

3. Shri Virjanand Gupta

4. Shri Santosh Kumar Sultania (Resigned w.e.f. 26.03.2015)

Four (4) Meetings of the Committee were held during the Financial Year.

VIGIL MECHANISM

The Company has formulated and published a Whistle Blower Policy to provide a mechanism ("Vigil Mechanism") for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND CRITERIA FOR INDEPENDENT DIRECTORS

The Remuneration Policy for directors and senior management and the criteria for selection of candidates for appointment as Directors, Independent Directors, senior management as adopted by the Board of Directors are placed on the website of the Company and are annexed as Annexure I & II to this report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit of the Company for that period;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant Board Committees, including the Audit Committee, the board is of the opinion that the Company's internal financial controls were adequate and effective during the Financial Year 2014-15.

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

DETAILS OF SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES

The Company does not have any subsidiary/joint ventures/associates.

EXTRACT OF ANNUAL RETURN

As provided under sub Section (3) of Section 92 of the Act, the extract of annual return is enclosed, which forms part of the directors' report as Annexure III.

AUDITORS

M/s. Kailash Chand Jain & Co., Chartered Accountants (ICAI NO. 112318W), the Auditors of the Company who would retire at the ensuing Annual General Meeting offer themselves for re-appointment. M/s. Kailash Chand Jain & Co., Chartered Accountants, the existing auditors have furnished a certificate, confirming that if re-appointed for the Financial Year 2015-2016 their re-appointment will be in accordance with Section 139 read with Section 141 of the Companies Act, 2013.

COST AUDIT

As per Section 148 and other applicable provisions of the Companies Act, 2013, the Board of Directors based on the recommendation of the Audit Committee had appointed M/s. B. F. Modi & Associates, Cost Accountants, as Cost Auditors to carry out the audit of the Cost Records of the Company for the Financial Year 2014-15. M/s. B. F. Modi & Associates, Cost Accountants, have also been appointed as Cost Auditors to carry out the audit of the Cost Records of the Company for the Financial Year 2015-16. The necessary resolution for seeking ratification of payment of remuneration to them is included in the notice of the ensuing Annual General Meeting.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013, M/s. Parikh Parekh & Associates, Practicing Company Secretaries were appointed as the Secretarial Auditor for auditing the secretarial records of the Company for the Financial Year 2014-2015.

The Secretarial Auditors' Report is annexed as Annexure IV.

AUDITORS' REPORT AND SECRETARIAL AUDITORS' REPORT

The auditors' report and secretarial auditors' report does not contain any qualifications, reservations or adverse remarks.

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

Information in accordance with Clause (m) of Sub-section (3) of Section 134 of the Act read with Companies (Accounts) Rules, 2014 is annexed to this report as Annexure V.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure VI.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public during the year.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORY/ JUDICIAL AUTHORITY

The Company received a notice vide letter dated June 17th, 2015, from the Regional Officer, Mahad, Maharashtra Pollution Control Board directing to close the manufacturing activities of the Company's factory. Further, the Company has received the order dated July 10th, 2015, directing to restart the manufacturing activities. Accordingly, the Company has restarted its manufacturing activities.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any loans or guarantees or made investments in contravention of the provisions of the Section 186 of the Companies Act, 2013.

RISK MANAGEMENT POLICY

The Board of Directors of the Company has framed a risk management policy and is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which is approved by the Board.

As part of CSR initiatives, your Company during the Financial Year 2014-15 has amongst other activities, undertaken projects in areas of promoting education, preventive health care and measures for benefits of villagers in rural areas of Raigad District.

The above projects are in accordance with Schedule VII of the Companies Act, 2013. The Company has spent Rs. 5.80 Lakhs towards the CSR projects during the current Financial Year 2014-15.

The average net profit of the Company, computed as per Section 198 of the Act, during the three immediately preceding Financial Years was Rs. 288.62 Lakhs, it was hence required to spend Rs. 5.77 Lakhs on CSR activities during the Financial Year 2014-15 being 2% of the average net profits of the three immediately preceding Financial Years. The Company has spent an entire amount of Rs. 5.77 Lakhs in its CSR during the Financial Year.

The Annual Report on CSR activities is annexed as Annexure VII.

RELATED PARTY TRANSACTIONS

Particulars of transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 and the same forms part of this report as Annexure VIII.

EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

An annual evaluation performance of the Board, Board Committees and individual Directors was carried out pursuant to the provisions of the Act in the following manner:

Sr. Performance Performance evaluation Criteria No. evaluation of performed by

1. Each Individual Nomination and Attendance, Contribution to the Board and Committee Remuneration Committee Committee Meetings like preparedness on Directors the issues to be discussed, meaningful and constructive contribution and guidance provided, key performance aspects in case of Executive Directors etc.

2. Independent Entire Board of Directors Attendance, Contribution to the Board and Directors; excluding the Director Committee Meetings like preparedness on who is being evaluated the issues to be discussed, meaningful and constructive contribution, and guidance provided etc.

3. Board, its All Directors Board composition and structure; committees and effectiveness of Board processes, information individual and functioning, performance of specific Directors duties and obligations, timely flow of information etc. The assessment of Committees based on the terms of reference of the Committees

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

CORPORATE GOVERNANCE REPORT

As per SEBI circular No. CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014 the revised Clause 49 is not mandatory to the Company.

ACKNOWLEDGEMENT

Your Directors convey their gratitude to the State Bank of India and every official, customers, suppliers, other associates of the Company for their continued co-operation and support. The Directors also wish to place on record their appreciation of hard work put in by the staff of the Company. The Directors are also grateful to you, the Shareholders, for the confidence putting in the Company.

For and on behalf of the Board

Mumbai Kishori Lal Ramuka

August 12, 2015 Chairman & Executive Director

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Mar 31, 2014

To the Members,

The Directors have pleasure in presenting the Twenty - Seventh Annual Report together with the Statement of Accounts for the year ended March 31, 2014:

FINANCIAL RESULTS: (Amount in Rs.)

PARTICULARS 2013-2014 2012-2013

Revenue from Operations & Other Income 61,83,41,442 15,48,21,263

Profit Before Depreciation & Tax 17,79,81,319 (3,46,56,199)

Less : Depreciation 1,50,90,588 1,77,68,069

Profit After Depreciation 16,28,90,731 (5,24,24,268)

Less: Provision for Income Tax 2,98,00,000 -

(Less)/Add: Provision for Deferred Tax (Assets) /Liability (18,98,317) (22,71,837)

Profit/(Loss) after Tax 13,49,89,048 (5,01,52,431)

Balance brought forward 2,18,64,826 7,20,17,257

15.68.53.874 2,18,64,826

Appropriation:

Proposed Dividend 44,46,300 -

Corporate Dividend Tax 7,55,649 -

Carried forwarded to Balance sheet 15,16,51,925 2,18,64,826

15.68.53.874 2,18,64,826

OPERATIONS:

The Company''s activities had re-started from September,2013 .as per the order of Hon''ble Bombay High Court order dated 29th July,2013.

Your Company''s turnover of the year under review is Rs. 6183.41 lacs as against Rs. 1548.21 lacs in the previous year.

DIVIDEND

The Board of Directors are pleased to recommend a dividend of Re. 1/-(Rupee one only) per share i.e 10% on 4446300 Equity Shares of Rs. 10/- each.

EXPORT

The Export turnover of the year under review is Rs. 327.02. lacs..

FIXED DEPOSIT

The Company has not accepted any fixed deposits during the year.

CORPORATE SOCIAL RESPONSIBILITY

The Board of Directors had at its Meeting held on May 29, 2014 constituted Corporate Social Responsibility ("CSR") Committee in accordance with Section 135 of Companies Act, 2013 read with rules formulated therein.

DIRECTORS:

Shri Kishori Lal Ramuka, Director of the Company, retires at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

The Company has pursuant to the provisions of Section 161 of the Companies Act, 2013 appointed Shri Virjanad Gupta as an additional director w.e.f. November 13, 2013 and he holds office upto the date of ensuing Annual General Meeting and being eligible for appointment.

Shri Raj Kumar Dayma Director of the Company, resigned as Director with effect from 31st August, 2013. The Board places on record their sincere appreciation for the valuable services rendered by him during his tenure as Director of the Company.

As per Section 149(4) of the Companies Act, 2013 (''Act''), which came into effect from April 1, 2014, every listed public company is required to have at least one-third of the total number of directors as Independent Directors who shall hold office for a term upto five consecutive years on the Board of a company and is not liable to retire by rotation.

In accordance with the provisions of Section 149 of the Act, read with Schedule IV of the Act, the appointment of Shri Arvind Chirania, Shri Santosh Kumar Sultania, Shri Vinit Kedia and Shri Virjanand Gupta as Independent Directors of the Company is being placed before the Members at the ensuing annual general meeting for their approval. In the opinion of the Board, they fulfill the conditions specified in the Act and the Rules made thereunder for appointment as Independent directors and are independent of the management.

Brief resume of the above Directors, nature of their experience in specific functional areas and names of the companies in which they hold directorship and membership/chairmanship of committees of the Board, as stipulated under clause 49 of the Listing Agreement with the stock Exchange are given in the section on Corporate Governance in the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to section 217(2AA) of the Companies Act, 1956 your Directors confirm the following:

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) that the directors 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) that the directors have taken proper and sufficient care for the maintenance of adequate accounting record in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the directors have prepared the annual accounts on a going concern basis;

CORPORATE GOVERNANCE:

Pursuant to clause 49 of the Listing Agreement with the Stock Exchange, Reports on Management Discussion & Analysis and on Corporate Governance alongwith a certificate from the Auditors are attached hereto and forms part of this Annual Report.

COMPLIANCE CERTIFICATE:

A Compliance Certificate under section 383A of the Companies Act. 1956 from the Practicing Company Secretary in respect of the financial year ended on March 31, 2014 is attached hereto.

PARTICULARS OF EMPLOYEES:

The company does not have any employees whose particulars are required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO.

As required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, statement showing particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the Annexure forming part of this report.

LISTING:

The Equity Shares of the Company are listed at the BSE Limited. The company has paid the Annual Listing Fees to the BSE Limited for the year 2014-2015.

AUDITORS:

M/s. Kailash Chand Jain & Co., Chartered Accountants, the Auditors of the company who would retire at the ensuing Annual General Meeting offer themselves for reappointment. M/s. Kailash Chand Jain & Co., Chartered Accountants, the existing auditors have furnished a certificate, confirming that if reappointed for the financial year 2014-2015 their reappointment will be in accordance with Section 139 read with section 141 of the Companies Act, 2013.

You are requested to appoint Auditors and to fix their remuneration.

COST AUDITORS

The Central Government has approved the appointment of Shri R.M. Kandoi, Cost Accountant, as Cost Auditor of the Company for FY 2013-14.

INDUSTRIAL RELATIONS

The overall industrial relations in the Company have been cordial. Your Directors once again wish to place on record their appreciation for the contribution made by the employees at all levels to the continued growth and prosperity of the Company.

ACKNOWLEDGEMENT

Your directors wish to place on record, their appreciation for the continued support of the Customers, Financial Institutions, Bankers, Suppliers and all other associates.

For and on behalf of the Board

KISHORI LAL RAMUKA

Chairman & Executive Director

Dated : June 30, 2014.

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Mar 31, 2012

The Directors have pleasure in presenting the Twenty - Fifth Annual Report together with the Statement of Accounts for the year ended March 31, 2012:

FINANCIAL RESULTS: (Amount in Rupees) 2011-2012 2010-2011

Sales & Other Income 70,29,76,148 73,16,13,081

Profit Before Depreciation & Tax (33,79,762) 3,76,04,418

Less : Depreciation 2,04,99,527 2,31,07,622

Profit After Depreciation (2,38,79,289) 1,44,96,798

Less: Provision for Income Tax — 29,00,000

Less:(Add):Provision for Deferred Tax (Assets) /Liability (19,76,882) 34,53,983

Profit/(Loss) after Tax (2,11,96,249) 81,42,815

Balance brought forward 9,32,13,503 9,02,72,639

7.20.17.254 9,84,15,454

Appropriation:

Proposed Dividend — 44,46,300

Corporate Dividend Tax — 7,55,649

Profit c/f to Balance sheet 7,20,17,254 9,32,13,505

7.20.17.254 9,84,15,454

OPERATIONS:

During the year the Company's manufacturing activities had been discontinued from 28th February, 2012, due to disconnection of electricity /water supply to the factory, as per the directions of MPCB (Maharashtra Pollution Control Board). Then the company had filed a notice of motion with the Hon'ble High Court, Bombay. The High Court appointed the NEERI (National Environmental Engineering Research Institute) to inspect the plant. After the inspection of the plant NEERI recommended to operate the plant about 50% levels of production capacity for a period of three weeks for assessment of all polluting streams under the observations of MPCB and NEERI.

Due to the closure of the company's manufacturing activity and the Global and Domestic slowdown, your company could able to achieve a turnover of Rs. 7029.76 lacs as against Rs. 7316.13 lacs in the previous year. This resulted in a loss of Rs. 211.96 lacs.

EXPORT

The Export turnover of the year under review is Rs. 968.07 lacs as against Rs. 1557.33 lacs in previous year. FIXED DEPOSIT

The company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975 made thereunder.

DIRECTORS

Shri Vinit Kedia and Shri Raj Kumar Dayma, would retire by rotation at the ensuing Annual General Meeting of the Company and are eligible for re-appointment.

Brief resume of the above Directors, nature of their experience in specific functional areas and names of the companies in which they hold directorship and membership/chairmanship of committees of the Board, as stipulated under clause 49 of the Listing Agreement with the stock Exchange are given in the section on Corporate Governance in the Annual Report.

Shri Kailash Chand Ramuka and Shri Ramu Raman Agarwal Directors of the Company, resigned as Directors with effect from 1st April, 2012. Shri Virjanand Gupta and Shri Amar Kanodia, Directors of the Company, resigned as Directors with effect from 12th May, 2012.The Board places on record their sincere appreciation for the valuable services rendered by them during their tenure as Directors of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to section 217(2AA) of the Companies Act, 1956 your Directors confirm the following:

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) that the directors 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 loss of the Company for that period;

c) that the directors have taken proper and sufficient care for the maintenance of adequate accounting record in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the directors have prepared the annual accounts on a going concern basis;

CORPORATE GOVERNANCE:

Pursuant to clause 49 of the Listing Agreement with the Stock Exchange, Reports on Management Discussion & Analysis and on Corporate Governance alongwith a certificate from the Auditors are attached hereto and forms part of this Annual Report.

COMPLIANCE CERTIFICATE:

A Compliance Certificate under section 383A of the Companies Act. 1956 from the Practicing Company Secretary in respect of the financial year ended on March 31, 2012 is attached hereto.

PARTICULARS OF EMPLOYEES:

The company does not have any employees whose particulars are required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

PARTICULARS UNDER SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956:

As required under Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, statement showing particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the Annexure forming part of this report.

LISTING:

The Equity Shares of the Company are listed at the BSE Limited. The company has paid the Annual Listing Fees to the BSE Limited for the year 2012-2013.

AUDITORS:

M/s. Kailash Chand Jain & Co., Chartered Accountants, the Auditors of the company would retire at the ensuing Annual General Meeting and are eligible for reappointment.

You are requested to appoint the Auditors and fix their Remuneration.

For and on behalf of the Board

KISHORI LAL RAMUKA

Chairman & Executive Director

Date: 25 August, 2012

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Mar 31, 2010

The Directors have pleasure in presenting the Twenty Third Annual Report together with the Statement of Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS 2009-2010 2008-2009

(In Rupees) (In Rupees)

Sales & Other Income 69,35,98,765 63,30,07,114

Profit before Depreciation & Tax 3,65,13,137 (1,93,06,476)

Less : Depreciation 1,69,43,058 1,34,16,735

Profit After Depreciation 1,95,70,079 (3,27,23,211)

Less : Provision for Income Tax 10,00,000 -

Less : Provision for Fringe Benefit Tax - 4,71,002

Less : Provision for Deferred Tax Liability/(Assets) 1,23,46,904 (1,10,67,045)

Less/(Add) : Short/(Excess) provision for

Income Tax /F.B.T. for Earlier Year (23,00,222) -

Profit after tax 85,23,397 (2,21,27,168)

Balance Brought forwarded 8,69,51,192 1,142,80,309

9,54,74,588 9,21,53,141

Appropriation

Proposed Dividend 44,46,300 44,46,300

Corporate Dividend Tax 7,55,649 7,55,649

Balance Carried forwarded to Balance Sheet 9,02,72,639 8,69,51,192

9,54,74,588 9,21,53,141



OPERATION :

Inspite of persistence of economic slow down your Company could able to overcome the same to the extent possible and has achieved turnover of Rs. 6935.99 lacs and profit before tax Rs. 195.70 lacs.

EXPORT :

The Export turnover of the year under review is Rs. 2139.92 lacs as against Rs. 2324.16 lacs in previous year.

DIVIDEND :

The Board of Directors of the Company, for the year ended 31st March, 2010 has recommended a dividend of Re. 1/- per share (10% per equity shares of face value of Rs. 10/- each) subject to the approval of the shareholders at the Annual General Meeting.

FIXED DEPOSIT :

The Company has not accepted any deposits within the meaning of Section 58A of the Companies Act,1956 read with companies (Acceptance of Deposits) Rules, 1975 made thereunder.

EFFLUENT TREATMENT PLANT :

The Company has its own full fledged Effluent Treatment Plant as per the norms prescribed by the Maharashtra Pollution Control Board.The Company is also a member of Common Effluent Treatment Plant (CETP) managed by the Mahad Manufacturing Association (MMA).

During the year under review the Company has invested Rs. 90.65 lacs for upgradation of Effluent Treatment Plant.

DIRECTORS :

Shri Kailash Chand Ramuka, Shri Santosh Kumar Sultania and Shri Virjanand Gupta would retire by rotation at the ensuing Annual General Meeting of the Company and are eligible for reappointment.

The term of Shri Bankesh Chandra Agrawal as Managing Director has expired on 28th February, 2010. The Board of Directors of the Company has re-appointed him for a further period of five years with effect from 1st March, 2010. subject to the approval of the members in the ensuing Annual General Meeting of the Company.

Brief resume of the above Directors, nature of their experience in specific functional areas and names of the companies in which they hold directorship and membership/chairmanship of committees of the Board, as stipulated under clause 49 of the Listing Agreement are given in the section on Corporate Governance in the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to section 217(2AA) of the Companies Act, 1956 your Directors confirm the following :

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) that the directors 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) that the directors have taken proper and sufficient care for the maintenance of adequate accounting record in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the directors have prepared the annual accounts on a going concern basis;

COMPLIANCE CERTIFICATE :

A Compliance Certificate under section 383A of the Companies Act. 1956 from the Practicing Company Secretary in respect of the financial year ended on March 31, 2010 is attached hereto.

CORPORATE GOVERNANCE :

Pursuant to clause 49 of the Listing Agreement with the Stock Exchange, Reports on Management Discussion & Analysis and on Corporate Governance alongwith a certificate from the Auditors are attached hereto and forms part of this Annual Report.

PARTICULARS OF EMPLOYEES :

The Company does not have any employees whose particulars are required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act 1956, read with the Companies (Particulars of Employees) Rules, 1975.

PARTICULARS UNDER SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956 :

As required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, statement showing particulars with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the Annexure forming part of this report.

LISTING :

The Equity Shares of the Company are listed at the Bombay Stock Exchange Limited. The Company has paid the Annual Listing Fees to the Bombay Stock Exchange Limited for the year 2010-2011.

AUDITORS :

M/s. Kailash Chand Jain & Co., Chartered Accountants, the Auditors of the company would retire at the ensuing Annual General Meeting and are eligible for reappointment. You are requested to appoint auditors and to fix their remuneration.

ACKNOWLEDGEMENT :

Your Directors are pleased to place on record their sincere appreciation to all the employees of the Company whose entiring efforts have made achieving its goal possible. Your Directors wish to thank the Central and State Governments, customers, suppliers, business associates, shareholders, Banks and Financial Institutions for their continued support and for the faith reposed in your Company.

For and on behalf of the Board

KISHORI LAL RAMUKA

Chairman & Executive Director

Dated : 30th July, 2010.