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Directors Report of Sharda Cropchem Ltd.

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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