The Board of Directors are pleased to submit the report of the business and operations of your Company ("the Company" or
"Sharda Cropchem Limited"), along with the audited financial statements, for the financial year ended 31 March, 2025. The
consolidated performance of the Company and its subsidiaries has been referred to wherever required.
FINANCIAL PERFORMANCE:
|
Particulars
|
Standalone
|
Consolidated
|
|
2024-25
|
2023-24
|
2024-25
|
2023-24
|
|
Revenue from operations
|
3,66,109.98
|
2,60,266.68
|
4,31,985.30
|
3,16,302.45
|
|
Other income
|
17,476.41
|
27,078.59
|
5,953.45
|
5,976.22
|
|
Total Income
|
3,83,586.39
|
2,87,345.27
|
4,37,938.75
|
3,22,278.67
|
|
Expenses excluding interest, depreciation and amortisation
expenses
|
3,21,747.74
|
2,42,962.97
|
3,72,427.89
|
2,88,016.44
|
|
Earnings before interest, tax, depreciation and amortisation
(EBITDA)*
|
61,838.65
|
44,382.30
|
65,510.85
|
34,262.23
|
|
Finance Cost
|
93.63
|
169.58
|
210.58
|
361.89
|
|
Depreciation and amortisation expenses
|
27,461.19
|
26,707.83
|
27,466.39
|
26,713.18
|
|
Profit before tax (PBT)
|
34,283.83
|
17,504.89
|
37,833.89
|
7,187.16
|
|
Tax Expense
|
6,910.19
|
3,828.60
|
7,392.13
|
3,996.54
|
|
Net Profit for the year
|
27,373.64
|
13,676.29
|
30,441.76
|
3,190.62
|
|
Other Comprehensive Income
|
6.90
|
(11.26)
|
1,435.82
|
54.99
|
|
Total Comprehensive Income
|
27,380.54
|
13,665.03
|
31,877.58
|
3,245.61
|
|
*Adjusted EBITDA
|
52,992.77
|
21,026.49
|
68,155.70
|
31,810.99
|
STANDALONE AND CONSOLIDATED FINANCIAL
STATEMENTS
The standalone and consolidated financial statements of
your Company have been prepared in accordance with the
Indian Accounting Standards ('Ind AS’) as notified under
the Companies (Indian Accounting Standards) Rules, 2015,
as amended. The financial highlights and the results of the
operations, including major developments have been further
discussed in detail in the Management Discussion and
Analysis Report.
Further, a statement containing the salient features of the
financial statements of our subsidiaries pursuant to sub¬
section 3 of Section 129 of the Companies Act, 2013 in the
prescribed form AOC-1 is appended as Annexure 1 to the
Board’s report. The statement also provides the details of
performance and the financial positions of each of the
subsidiaries.
OPERATIONAL PERFORMANCE & FUTURE OUTLOOK:
The Company’s consolidated revenue from
operations increased by 36.58% on YoY basis from
' 3,16,302.45 Lakhs to ' 4,31,985.30 Lakhs in 2024-25. The
Company has 2,964 product registrations as on 31 March,
2025.
EBITDA for FY 2024-25 stood at ' 68,155.70 Lakhs showing
substantial growth of 114% on YoY basis. EBITDA margin
stood at 15.8%. PAT for FY 2024-25 stood at ' 30,441.76
Lakhs showing remarkable growth of 854% as compared to
last year.
The Company shall continue to focus on investment in
product registrations in developed countries and high growth
agricultural driven economies. Your Company strongly
believes that the future of agrochemicals business lies in
obtaining early product registrations due to the high entry
barrier for new entrants. The Company has also invested
' 420 Cr on product registrations during the financial year
2024-25.
CHANGE IN NATURE OF BUSINESS:
There is no change in the business activity of the Company.
The Company continue to focus on agrochemicals & non¬
agrichemical business.
MATERIAL CHANGES OR COMMITMENTS:
There are no material changes or commitments that took
place after the closure of 2024-25 till date which will have
any material or significant impact on the financials of the
Company.
TRANSFER TO RESERVE:
The Company does not propose to transfer amounts to the
general reserves.
DIVIDEND:
During the year, the Board of Directors declared an Interim
Dividend of 3.00 per share in their meeting dated 24 January,
2025 on the paid-up equity shares of the Company. The
aggregate gross amount of Interim Dividend Distributed is
' 2,706.61 Lakhs subject to TDS as applicable. The Directors
have recommended a final dividend of ' 6.00 per share on
the paid-up equity shares of the Company for the Financial
Year ended 31 March, 2025 which, if approved at the ensuing
Annual General Meeting of the Company, will be paid to all
those equity shareholders of the Company whose names
appear in the register of members as on the record date.
The dividend on equity shares, if approved by the members,
would involve a cash outflow of ' 5,413.23 Lakhs, subject to
TDS as applicable.
TRANSFER TO INVESTOR EDUCATION AND
PROTECTION FUND (IEPF):
Pursuant to Sections 124 and 125 of the Act read with
the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF
Rules"), dividend, if not claimed for a period of seven years
from the date of transfer to Unpaid Dividend Account of the
Company, are liable to be transferred to IEPF.
Further, all the shares in respect of which dividend has
remained unclaimed for seven consecutive years or more
from the date of transfer to unpaid dividend account shall
also be transferred to IEPF Authority. The said requirement
does not apply to shares in respect of which there is a
specific order of Court, Tribunal or Statutory Authority,
restraining any transfer of the shares.
The Company sends periodical reminders to the
shareholders to claim their dividends in order to avoid
transfer of dividends/shares to IEPF Authority. Notices in this
regard are also published in the newspapers and the details
of unclaimed dividends and shareholders whose shares are
liable to be transferred to the IEPF Authority, are uploaded
on the Company’s website https://shardacropchem.com/
unclaimed-unpaid-dividend/
In light of the aforesaid provisions, the Company has
transferred the unclaimed dividends outstanding from last
seven consecutive years to IEP Account. Further, shares
of the Company in respect of which dividend has not been
claimed for seven consecutive years or more from the date
of transfer to unpaid dividend account, have also been
transferred to the demat account of IEPF Authority.
The details of unclaimed dividends and shares transferred to
IEPF during 2024-25 are as follows:
|
Financial year
|
Amount of unclaimed
dividend transferred
(Amt in ')
|
Number of shares
transferred
|
|
2016-17
|
51,008
|
180
|
|
2017-18
|
37,144
|
47
|
|
Total
|
88,152
|
227
|
DIVIDEND DISTRIBUTION POLICY:
The Dividend Distribution Policy, in terms of Regulation 43A of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("LODR") is available on the website of the
Company viz.: https://shardacropchem.com/wp-content/
uploads/2025/05/Dividend_Distribution_Policy.pdf
PRESERVATION OF DOCUMENTS & ARCHIVAL POLICY:
The Company has adopted a Preservation of Documents
and Archival Policy for preservation of documents as defined
under Regulation 9 of the SEBI Regulations. The said policy
is available on the website of the Company viz. https://
shardacropchem.com/wp-content/uploads/2025/05/
Policy_on_Preservation_of_Documents_Archival_Policy.pdf
SHARE CAPITAL:
The paid-up equity share capital of the Company as on
31 March, 2025 was ' 9,022.05 Lakhs. During the year
under review, the Company has not issued any shares. The
Company has not issued shares with differential voting
rights. It has neither issued employee stock options nor
buy-back nor sweat equity shares and does not have any
scheme to fund its employees to purchase the shares of the
Company.
During the year, none of the promoters acquired / sold any
shares of the Company.
DEPOSITS:
The Company has not accepted / invited deposits from
the public falling within the ambit of Section 73 of the
Companies Act, 2013 and The Companies (Acceptance of
Deposits) Rules, 2014.
SUBSIDIARY COMPANIES:
SUBSIDIARY COMPANIES - DIRECT
Indian Subsidiary
Axis Crop Science Private Limited, India
Axis Crop Science Private Limited is engaged in
marketing and distribution of agrochemicals in India.
For the year ended 31 March, 2025, the Company’s
total income is ' 999.47 Lakhs (Previous year:
' 882.44 Lakhs) and Profit for the year is ' 110.49 Lakhs
(Previous year: ' 53.17 Lakhs).
OVERSEAS SUBSIDIARIES
Sharda Cropchem Espana, S.L., Spain
Sharda Cropchem Espana, S.L. is engaged in the business of
distribution of agrochemical products in Spain and abroad.
For the year ended 31 March, 2025, the Company’s total
income is ' 32,467.25 Lakhs (Previous year: ' 27,397.95
Lakhs) and Profit for the year is ' 726.86 Lakhs (Previous
year: ' 387.19 Lakhs).
Sharda Hungary Kft, Hungary
Sharda Hungary Kft is engaged in the business of
dealing in agrochemical products in Hungary and
abroad. For the year ended 31 March, 2025, the
Company’s total income is ' 10,679.59 Lakhs (Previous
year: ' 7,527.47 Lakhs) and Profit for the year is
' 149.86 Lakhs (Previous year: Loss of ' 438.90 Lakhs).
Sharda International FZCO, U.A.E.
Sharda International FZCO (Formerly known as Sharda
International DMCC) is engaged in trading in agrochemicals,
conveyor belts and chemicals in UAE and abroad. For the
year ended 31 March, 2025, the Company’s total income
is ' 55,268.53 Lakhs (Previous year: ' 52,408.91 Lakhs)
and Profit for the year is ' 12,642.59 Lakhs (Previous year:
' 11,817.59 Lakhs).
Sharda Italia SRL, Italy
Sharda Italia SRL is engaged in the business of dealing in
agrochemical products in Italy. For the year ended 31 March,
2025, the Company’s total income is ' 19,873.85 Lakhs
(Previous Year: ' 10,931.89 Lakhs) and Profit for the year is
' 390.85 Lakhs (Previous year: ' 203.11 Lakhs).
Sharda Poland SP. ZO.O, Poland
Sharda Poland SP ZO.O. is engaged in the business of
distribution of agrochemical products in Poland and abroad.
For the year ended 31 March, 2025, the Company’s total
income is ' 46,305.49 Lakhs (Previous year: ' 17,052.08
Lakhs) and Profit for the year is ' 1,556.35 Lakhs (Previous
year: ' 178.07 Lakhs).
Sharda Private (Thailand) Limited, Thailand
Sharda Private (Thailand) Limited is engaged in the business
of dealing in agrochemical products in Thailand. For the
year ended 31 March, 2025, the Company’s total income is
' 391.58 Lakhs (Previous Year: ' 446.27 Lakhs) and Loss for
the year is ' 3.99 Lakhs (Previous year: ' 10.88 Lakhs).
Sharda Maroc SARL, Morocco
Sharda Maroc SARL is engaged in the business of dealing in
agrochemical products in Morocco. For the year ended 31
December, 2024, the Company’s total income is ' 1,582.83
Lakhs (Previous Year: ' 1,663.71 Lakhs) and Profit for the
year is ' 9.91 Lakhs (Previous year: ' 10.07 Lakhs).
Nihon Agro Service Kabushiki Kaisha, Japan
Nihon Agro Service Kabushiki Kaisha is engaged in the
business of dealing in agrochemical products in Japan. For
the year ended 31 March, 2025, there were no operations in
the Company. However, the Loss for the year is ' 0.41 Lakhs
(Previous Year: Loss of ' 0.40 Lakhs).
Sharda Agrochem Dooel Skopje, Macedonia
Sharda Agrochem Dooel Skopje is engaged in the business
of dealing in agrochemical products in Mecedonia. During
the year, there were no operations in the Company.
Sharda Balkan Agrochemicals Limited, Greece
Sharda Balkan Agrochemicals Limited is engaged in the
business of dealing in agrochemical products in Greece.
For the year ended 31 December, 2024, the Company’s total
income is ' 1.13 Lakhs (Previous Year: ' 1.11 Lakhs) and
Profit for the year is Nil (Previous Year: Nil).
Sharda Costa Rica SA, Costa Rica*
Sharda Costa Rica SA is engaged in the business of dealing
in agrochemical products in Costa Rica. During the year,
there were no operations in the Company.
*M/s. Sharda Costa Rica SA was closed during the financial
year 2024-25.
Sharda Cropchem Israel Limited, Israel
Sharda Cropchem Israel Limited is engaged in the business
of dealing in agrochemical products in Israel. During the
year, there were no operations in the Company.
Sharda Cropchem Tunisia SARL, Tunisia
Sharda Cropchem Tunisia SARL is engaged in the business
of dealing in agrochemical products in Tunisia. For the year
ended 31 December, 2024, the Company’s total income is Nil
(Previous Year: ' 3.73 Lakhs) and Loss for the year is ' 0.42
Lakhs (Previous Year: Profit of ' 2.55 Lakhs).
Sharda De Guatemala, S.A., Guatemala
Sharda De Guatemala, S.A. is engaged in the business of
dealing in agrochemical products in Guatemala. During the
year, there were no operations in the Company.
Sharda Del Ecuador CIA. Ltda., Ecuador
Sharda Del Ecuador CIA. Ltda. is engaged in the business
of dealing in agrochemical products in Ecuador. For the
year ended 31 December, 2024, Company’s total income is
' 96.13 Lakhs (Previous Year: ' 74.30 Lakhs) and there is no
profit in the Company.
Sharda Do Brasil Comercio De Produtos Quimicos E
Agroquimicos Ltda, Brazil
Sharda Do Brasil Comercio De Produtos Quimicos E
Agroquimicos Ltda is engaged in the business of dealing in
agrochemical products in Brazil. During the year, there were
no operations in the Company.
Sharda Dominicana S.R.L., Dominican Republic
Sharda Dominicana S.R.L is engaged in the business of
dealing in agrochemical products in Dominican Republic.
During the year, there were no operations in the Company.
Sharda EL Salvador S. A. DE CV, EL Salvador
Sharda EL Salvador S.A. DE CV is engaged in the business of
dealing in agrochemical products in EL Salvador. During the
year, there were no operations in the Company.
Sharda Peru SAC, Peru
Sharda Peru SAC is engaged in the business of dealing
in agrochemical products in Peru. For the year ended 31
December, 2024, the Company’s total income is ' 85.00
Lakhs (Previous Year: ' 37.61 Lakhs) and Loss for the year is
' 1.96 Lakhs (Previous year: Profit of ' 1.28 Lakhs).
Sharda Spain, S.L., Spain*
Sharda Spain, S.L. is engaged in the business of dealing in
agrochemical products in Spain. During the year, there were
no operations in the Company.
*M/s. Sharda Spain S.L. was closed during the financial year
2024-25.
Sharda Swiss SARL, Switzerland
Sharda Swiss SARL is engaged in the business of dealing in
agrochemical products in Switzerland. For the year ended
31 December, 2024, the Company’s total income is ' 5.75
Lakhs (Previous Year: ' 3.22 Lakhs) and Profit for the year is
' 2.19 Lakhs (Previous year: Loss of ' 0.13 Lakhs).
Sharda Taiwan Limited, Taiwan
Sharda Taiwan Limited is engaged in the business of dealing
in agrochemical products in Taiwan. During the year, the
Company’s total income is ' 0.01 Lakhs (Previous Year:
' 0.01 Lakhs) and Profit for the year is Nil (Previous year:
' 0.01 Lakhs).
Sharda Ukraine LLC, Ukraine
Sharda Ukraine LLC is engaged in the business of dealing
in agrochemical products in Ukraine. For the year ended
31 December, 2024, the Company’s total income is ' 9.54
Lakhs (Previous Year: ' 9.42 Lakhs) and Profit for the year is
' 0.01 Lakhs (Previous year: Loss of ' 0.19 Lakhs).
Sharda USA LLC, USA
Sharda USA LLC is engaged in the business of dealing in
agrochemical products in USA.
Shardacan Limited, Canada
Shardacan Limited is engaged in the business of dealing in
agrochemical products in Canada.
Shardaserb DO.O., Serbia
Shardaserb DO.O. is engaged in the business of dealing in
agrochemical products in Serbia. For the year ended 31
December, 2024, the Company’s total income is ' 18.77
Lakhs (Previous Year: ' 16.43 Lakhs) and Profit for the year
is ' 0.07 Lakhs (Previous year: ' 0.22 Lakhs).
Sharzam Limited, Zambia*
Sharzam Limited is engaged in the business of dealing in
agrochemical products in Zambia. During the year, there
were no operations in the Company.
SUBSIDIARY COMPANIES - INDIRECT
Sharda Colombia S.A.S., Colombia
Sharda Colombia S.A.S. is engaged in the business of
distribution of agrochemical products in Colombia and
abroad. For the year ended 31 March, 2025, the Company’s
total income is ' 591.46 Lakhs (Previous year: ' 1,178.72
Lakhs) and Profit for the year is ' 36.46 Lakhs (Previous year:
' 42.58 Lakhs).
Sharda De Mexico S. De Rl De CV, Mexico
Sharda De Mexico S. De Rl De CV is engaged in the business
of distribution of agrochemical products in Mexico and
abroad. For the year ended 31 March, 2025, the Company’s
total income is ' 10,119.64 Lakhs (Previous year: ' 9,820.93
Lakhs) and Profit for the year of ' 198.28 Lakhs (Previous
year: ' 36.23 Lakhs).
Sharda International Africa (Pty) Limited, South Africa
Sharda International Africa (Pty) Limited is engaged
in the business of dealing in agrochemical products in
South Africa. For the year ended 31 March, 2025, the
Company’s total income is ' 4,261.91 Lakhs (Previous
year: ' 3,709.55 Lakhs) and Profit for the year is
' 136.65 Lakhs (Previous year: ' 70.86 Lakhs).
Euroazijski Pesticide d.o.o., Croatia
Euroazjiski Pesticidi d.o.o. is engaged in the business of
dealing in agrochemical products in Croatia. For the year
ended 31 March, 2025, the Company’s total income is
' 98.24 Lakhs (Previous Year: ' 95.19 Lakhs) and Loss for
the year is Nil (Previous year: ' 23.54 Lakhs).
Sharda Benelux BVBA, Belgium
Sharda Benelux BVBA is engaged in the business of
dealing in agrochemical products in Belgium. For the
year ended 31 December, 2024, the Company’s total
income is Nil (Previous Year: '1.11 Lakhs) and Loss
for the year is ' 0.12 Lakhs (Previous year: Profit of
' 0.06 Lakhs).
Sharda Bolivia SRL, Bolivia
Sharda Bolivia SRL is engaged in the business of dealing
in agrochemical products in Bolivia. For the year ended 31
December, 2024, the Company’s total income is ' 100.60
Lakhs (Previous Year: 43.70 Lakhs) and Loss for the year is
' 1.03 Lakhs (Previous year Profit of ' 5.78 Lakhs).
Sharda Europe BVBA, Belgium
Sharda Europe BVBA is engaged in the business of dealing
in agrochemical products in Belgium. For the year ended 31
March, 2025, the Company’s total income is ' 1.07 Lakhs
(Previous Year: ' 3.07 Lakhs) and Loss for the year is ' 0.22
Lakhs (Previous year: Nil).
Sharpar S.A., Paraguay
Sharpar S.A. is engaged in the business of dealing in
agrochemical products in Paraguay. For the year ended 31
December, 2024, the Company’s total income is Nil (Previous
Year: ' 4.15 Lakhs) and Loss for the year is ' 5.60 Lakhs
(Previous year: ' 1.76 Lakhs).
Siddhivinayak International Limited, U.A.E.
Siddhivinayak International Limited is engaged in the
business of trading and investments in U.A.E. and abroad.
For the year ended 31 March, 2025, the Company’s total
income is Nil (Previous Year: ' Nil) and Loss for the year is
' 0.07 Lakhs (Previous year: ' 0.03 Lakhs).
Sharda Agrochem Limited, United Kingdom
Sharda Agrochem Limited is engaged in the business of
dealing in agrochemical products in United Kingdom. During
the year, there were no operations in the Company.
Sharda Impex Trading LLC, U.A.E
Sharda Impex Trading LLC is engaged in the business of
dealing in agrochemical products in UAE and abroad. For the
year ended 31 March, 2025, the Company’s total income is
' 87.46 Lakhs (Previous Year: ' 175.76 Lakhs) and Loss for
the year is ' 18.01 Lakhs (Previous year: Profit for ' 82.46
Lakhs).
MATERIAL SUBSIDIARY
The Company does not have any Material Indian Subsidiary
as per the parameters laid down by the Companies Act,
2013. The Policy on Material Subsidiary is uploaded on the
Company’s website viz. https://shardacropchem.com/wp-
content/uploads/2025/05/Policy-on-Material-Subsidiaries.
pdf
RELATED PARTY TRANSACTIONS
All Related Party Transactions entered into during the
Financial Year were on an arm’s length basis and were in
the ordinary course of business. There are no materially
significant Related Party Transactions made by the Company
with Promoters, Directors, Key Managerial Personnel or other
designated persons which may have a potential conflict with
the interest of the Company at large.
All Related Party Transactions are placed before the Audit
Committee. The policy on Related Party Transactions as
approved by the Board is uploaded on the Company’s
website viz. https://shardacropchem.com/wp-content/
uploads/2025/05/Policy-on-Related-Party-Transactions.
pdf
Since all the Related Party Transactions entered into by the
Company are in the ordinary course of business and on arm’s
length basis, Form AOC-2 is not applicable to the Company.
None of the Directors has any pecuniary relationship or
transactions vis-a-vis the Company.
DIRECTORS
As on 31 March, 2025, the Company has Eight (8) Directors
consisting of Four (4) Independent Directors, Three (3)
Executive Directors and One (1) Chairman & Managing
Director.
Appointment / Resignations from the Board of Directors
During the year, based on the recommendation of Nomination
and Remuneration Committee, the Board of Directors &
the Shareholders of the Company has appointed Mr H. S.
Upendra Kamath (DIN: 02648119), Mr Vinod Kumar Kathuria
(DIN: 06662559) & Mr Shalin S. Divatia (DIN: 00749517) as
Non-Executive Independent Directors of the Company for
initial term of 5 (five) years with effect from 10 May, 2024.
During the year, the Company has re-appointed Mrs. Sharda
R. Bubna (DIN: 00136760) at Annual General Meeting dated
09 August, 2024 as she was retiring by rotation and being
eligible, offered herself for re-appointment.
During the year, Mr M. S. Sundara Rajan (DIN: 00169775), Mr
Shitin Desai (DIN: 00009905) & Mr Shobhan Thakore (DIN:
00031788), Non-Executive Independent Directors of the
Company, have completed their second (2) term of 5 years
in the Company on 08 August, 2024 and consequently have
ceased as Directors of the Company w.e.f. 08 August, 2024.
The Company has received declarations from the
Independent Directors confirming that they met with the
criteria of independence as prescribed under Section 149(6)
of the Companies Act, 2013 and under Regulation 16(b) and
Regulation 25 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (hereinafter referred to as
"SEBI Regulations").
Woman Director
The Company’s Board is represented by two Woman
Directors, Mrs. Sharda R. Bubna and Ms Sonal Desai.
Directors Retiring by Rotation
In accordance with the provision of Section 152 of the
Companies Act, 2013 and Articles of Association of the
Company, Mr Manish R. Bubna (DIN: 00137394), Whole-time
Director of the Company, retires by rotation at the ensuing
Annual General Meeting of the Company and being eligible,
offers himself for re-appointment.
The information of Directors seeking appointment/re-
appointment as required pursuant to Regulation 36(3) of
the SEBI Regulations is provided in the notice covering the
Annual General Meeting of the Company.
None of the Directors on the Board of the Company has been
debarred or disqualified from being appointed or continuing
as directors of Companies by the Securities and Exchange
Board of India, Ministry of Corporate Affairs or any such
statutory authority.
Appointment/Resignation of the Key Managerial Personnel
In terms of Section 2(51) and Section 203 of the Companies
Act, the following are the KMPs of the Company as on 31st
March, 2025:
Mr Ramprakash V. Bubna, Chairman & Managing Director
Mrs Sharda R. Bubna, Whole-time Director
Mr Ashish R. Bubna, Whole-time Director
Mr Manish R. Bubna, Whole-time Director
Mr Shailesh Anant Mehendale, Chief Financial Officer
Mr Jetkin Gudhka, Company Secretary & Compliance Officer
Number of Meetings of the Board
Regular meetings of the Board are held to discuss and
decide on various business policies, strategies and other
businesses.
The Board met Four times during the 2024-25 viz 10 May,
2024, 23 July, 2024, 25 October, 2024 & 24 January, 2025.
Detailed information on the meetings of the Board are
included in the report on Corporate Governance, which
forms part of this Annual Report.
Meeting of Independent Directors
During the year under review, a separate meeting of the
Independent Directors of the Company was held on 24
January, 2025, wherein the performance of the Non¬
Independent Directors and the Board as a whole was
evaluated. The Independent Directors at their meeting also
assessed the quality, quantity and timeliness of flow of
information between the Company’s management and the
Board of Directors.
COMMITTEES OF THE BOARD:
The Company has several committees which have been
established as a part of the best corporate governance
practices and are in compliance with the requirements of
the relevant provisions of laws and statutes applicable to the
Company.
The Company has following Committees namely:
1. Audit Committee;
2. Nomination and Remuneration Committee;
3. Stakeholders’ Relationship Committee;
4. Corporate Social Responsibility Committee.
5. Risk Management Committee.
The details with respect to the composition, powers, roles,
terms of reference, etc. of the aforesaid committees are
given in details in the "Report on Corporate Governance" of
the Company which forms part of the Annual Report.
PERFORMANCE EVALUATION OF THE BOARD:
In compliance with the provisions of the Companies Act,
2013 and Regulation 25(4)(a) of the SEBI Regulation, annual
performance evaluation of the Board and its Directors
individually was carried out. Various parameters such
as the Board’s functioning, composition of its Board and
Committees, execution and performance of specific duties,
obligations and governance were considered for evaluation.
The performance evaluation of the Board as a whole was
carried out by the Independent Directors. The performance
evaluation of each Independent Director was also carried out
by the Board.
There are no observations which are carried by any of the
director on evaluation of Board.
FAMILIARIZATION PROGRAMME FOR THE
INDEPENDENT DIRECTORS:
Pursuant to the SEBI regulations, the Company has worked
out a Familiarisation programme for the Independent
Directors, with a view to familiarise them with their role,
rights and responsibilities in the Company, nature of Industry
in which the Company operates, business model of the
Company, etc.
Through the Familiarisation programme, the Company
apprises the Independent Directors about the business
model, corporate strategy, business plans and operations of
the Company. Directors are also informed about the financial
performance, annual budgets, internal control system,
statutory compliances etc. They are also familiarised
with Company’s vision, core values, ethics and corporate
governance practices.
Details of Familiarisation programme of Independent
Directors with the Company are available on the website of
the Company https://shardacropchem.com/announcement/
CORPORATE SOCIAL RESPONSIBILITY (CSR):
As required by Section 135 of the Companies Act,
2013, the Company is required to spend ' 7,17,64,185/-
towards CSR activities out of which during the
financial year 2024-25, the Company has spent
' 7,29,80,181/- towards CSR activities. The Company had
spent more than the amount which is required to pay.
The CSR initiatives taken up by the Company are in the
areas of promoting education, medical relief, eradicating
hunger, empowerment of women, animal welfare, promotion
of Olympic sports and rural development projects. These
projects are in accordance with the activities included in
Schedule VII of the Companies Act, 2013 and the Company’s
CSR Policy. The Annual Report on CSR activities forms a part
of this Report as Annexure - 2
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an internal control system. All these
controls were operating effectively during the year.
The Company has adequate internal financial controls.
During the year, such controls were tested to find out any
weaknesses in them. Services of professional consultants
were obtained to remove such weaknesses and ensure
robust internal financial controls and to ensure that these
controls are operating effectively.
The Company is complying with all the applicable Indian
Accounting Standards (Ind AS). The accounting records
are maintained in accordance with generally accepted
accounting principles in India. This ensures that the financial
statements reflect true and fair financial position of the
Company.
RISK MANAGEMENT POLICY:
The Company has adopted a Risk Management Policy
wherein all material risks faced by the Company are identified
and assessed. The Risk Management framework defines the
risk management approach of the Company and includes
collective identification of risks impacting the Company’s
business and documents their process of identification,
mitigation and optimisation of such risks. The Policy is
uploaded on the website of the Company viz.: https://
shardacropchem.com/wp-content/uploads/2025/05/FY-
24-25-Q4-Risk-Management-Policy.pdf
NOMINATION & REMUNERATION POLICY:
The Company’s Remuneration Policy has been disclosed in
the Report on Corporate Governance which forms part of the
Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS AND
BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT
(BRSR):
The Management Discussion and Analysis Report & the
Business Responsibility & Sustainability Report (BRSR) for
the year under review as stipulated under SEBI Regulations,
forms part of the Annual Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has adopted a Whistle Blower Policy to report
genuine concerns or grievances, if any, and to deal with
instances of fraud and mismanagement. The Whistle-blower
Policy has been posted on the Company’s website at https://
shardacropchem.com/wp-content/uploads/2025/05/
Whistle-Blower-Policy.pdf
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF
WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:
The Company has in place a policy for Prevention of Sexual
Harassment in line with the requirements of The Sexual
Harassment of Women at the Workplace (Preservation,
Prohibition & Redressal) Act, 2013. Complaints Committee
has been set up to redress complaints received regarding
sexual harassment. All employees are covered under this
policy. This Policy has been uploaded on the website of the
Company at https://shardacropchem.com/wp-content/
uploads/2025/05/Policy-on-Prevention-of-Sexual-
Harassment-at-Workplace.pdf The Policy was last updated
on 24 January, 2025. The Company has not received any
complaint of sexual harassment during the Financial Year
2024-25.
AUDITORS:
a) Statutory Auditors:
Pursuant to the provisions of Section 139 of the
Companies Act, 2013 read with the Companies (Audit
and Auditors) Rules, 2014, M/s. B S R & Co LLP (Firm
No. 101248W/W-100022) Chartered Accountants, were
appointed as the Statutory Auditor of the Company
to hold office from the conclusion of the 20th Annual
General Meeting until the conclusion of the 25th Annual
General Meeting of the Company.
The Statutory Auditor have submitted a certificate
stating that their appointment is in accordance with
Section 139 read with Section 141 of the Companies
Act.
The Audit Report forms a part of the Annual Report
and the report does not contain any qualification,
reservation, adverse remark or disclaimer.
b) Internal Auditor:
Pursuant to the provisions of Section 138 of the
Companies Act and the Companies (Accounts) Rules,
2014, on the recommendation of the Audit Committee,
M/s. S H B A & CO LLP (Formerly known as Bathiya
& Associates LLP), were appointed by the Board of
Directors to conduct internal audit reviews of the
Company.
c) Secretarial Auditor:
Pursuant to the provisions of Section 204 of the
Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company had appointed
M/s. JMJA & Associates LLP, a firm of Company
Secretaries in Practice to conduct the Secretarial Audit
of the Company for the Financial Year 2024-25.
The Secretarial Audit Report is annexed as Annexure
- 3 and the report does not contain any qualification,
reservation, adverse remark or disclaimer.
CORPORATE GOVERNANCE:
The Company is committed to achieve the highest standards
of Corporate Governance and adheres to the Corporate
Governance requirements set by the Regulators. A separate
section on Corporate Governance practices followed by the
Company as stipulated under Regulation 43(3) and Schedule
V of the SEBI Regulations, together with a certificate from
M/s. JMJA & Associates LLR a firm of Company Secretaries
in Practice, confirming Compliance to the conditions as
stated in Regulation 34(3) of the SEBI Regulations forms
part of this Annual Report.
PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS:
Details of Loans, Guarantees and Investments covered
under the provisions of Section 186 of the Companies Act,
2013 and the Rules made thereunder are given in the notes
to Financial Statements.
CONSOLIDATED FINANCIAL STATEMENTS:
The Consolidated Financial Statements of the Company
prepared in accordance with the Indian Accounting
Standards ("Ind AS"), applicable Accounting Standards
notified under Section 133 of the Companies Act, 2013 and
the Companies (Accounts) Rules, 2014, as amended from
time to time, forms part of this Annual Report.
ANNUAL RETURN:
Pursuant to Section 92 and 134(3) of the Companies Act and
Rule 12 of the Companies (Management and Administration)
Rules, 2014, the draft of the form MGT-7 (Annual Return) of
the Company for the financial year ended 31st March, 2025
is uploaded on the website of the Company and can be
accessed at www.shardacropchem.com.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS:
No significant and material orders have been passed by the
Regulators or Courts or Tribunals which will impact the going
concern status of the Company and its future operations.
PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197(12)
of the Companies Act, 2013 read with Rule 5(1) and 5(2)
of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, in respect of employees
of the Company are given in Annexure - 4 and Annexure - 5
hereunder and forms part of this report.
DIRECTORS RESPONSIBILITY STATEMENT:
Based on the framework of internal financial controls and
compliance systems established and maintained by the
Company, work performed by the Internal, Statutory and
Secretarial Auditors, including audit of the internal financial
controls over financial reporting by the Statutory Auditors
and the reviews performed by the Management and the
relevant Board Committees, including the Audit Committee,
the Board if of the opinion that the Company’s internal
financial controls were adequate and effective during
2024-25.
Accordingly, pursuant to Section 134(3)(c) and 134(5) of the
Companies Act, the Board of Directors, to the best of their
knowledge and ability, confirm that:
a. In the preparation of the Annual Accounts, the
applicable accounting standards have been followed
and that there are no material departures;
b. They have selected such accounting policies and
applied them consistently and made judgements and
estimates that are reasonable and prudent, so as to
give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the
profit of the Company for that period;
c. They have taken proper and sufficient care for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
d. They have prepared the annual accounts on a going
concern basis;
e. They have laid down internal financial controls to
be followed by the Company and that such internal
financial controls are adequate and are operating
effectively;
f. They have devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems are adequate and operating
effectively.
STATUTORY DISCLOSURES:
1) Conservation of Energy, Technology Absorption &
Foreign Exchange Earnings and Outgo:
The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo
pursuant to Section 134(3)(m) of the Companies
Act, 2013 read with the Rule 8(3) of the Companies
(Accounts) Rules, 2014 is as follows:
A. Conservation of Energy, Technology Absorption
The provisions of Section 134(1)(m) read with Rule
8(3) of the Companies (Accounts) Rules, 2014 are not
applicable to the Company.
B. Foreign Exchange Earnings and Outgo
The foreign exchange earnings and outgo during the
year together with comparable figures of the previous
year are as stated below:
|
Particulars
|
Year ended
|
Year ended
|
| |
31 March, 2025
|
31 March, 2024
|
|
Foreign Exchange
Earnings
|
3,50,340.78
|
3,14,873.88
|
|
Foreign Exchange
Outgo
|
2,90,132.96
|
2,64,328.39
|
2) Maintenance of Cost Record:
Pursuant to Section 148 of the Companies Act,
the Company has maintained the Cost Accounting
Records for 2024-25. The Company has received
Cost Compliance Certificate from M/s. N. Ritesh &
Associates, Cost Accountants.
3) Secretarial Standards:
The Company has complied with the applicable
Secretarial Standards as amended from time to time.
4) Fraud Reporting:
During the year under review, no fraud has been
reported by Auditors under sub-section 12 of Section
143 of the Companies Act, 2013.
5) MOA & AOA:
During the year under review, there is no change
in the Memorandum of Association and Articles of
Association of the Company.
6) Credit Rating:
Duri ng the year under review, CRISIL has reaffirmed
the credit rating of "CRISIL A1 " on the short-term
banking facilities of the Company.
LISTING OF THE COMPANY'S EQUITY SHARES:
The equity shares of your Company are listed on The BSE
Limited and The National Stock Exchange of India Limited
There is no default in paying annual listing fees.
ACKNOWLEDGEMENT:
The Directors take this opportunity to express deep and
sincere gratitude to all the stakeholders of the Company for
their confidence and patronage.
The Directors wish to place on record their appreciation for
the support and contribution made by the employees at
all levels and also wish to thank all its customers, dealers,
agents, suppliers, investors and bankers for their continued
support and faith reposed in your Company.
For and on behalf of Board of Directors
Sd/-
RAMPRAKASH V. BUBNA
PLACE: MUMBAI CHAIRMAN & MANAGING DIRECTOR
DATE : 14 MAY, 2025 (DIN: 00136568)
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