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Shree Pushkar Chemicals & Fertilizers Ltd.

BSE: 539334 Sector: Industrials
NSE: SHREEPUSHK ISIN Code: INE712K01011
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VOLUME 14745
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OPEN 200.00
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VOLUME 14745
52-Week high 244.80
52-Week low 112.60
P/E 19.45
Mkt Cap.(Rs cr) 610
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Shree Pushkar Chemicals & Fertilizers Ltd. (SHREEPUSHK) - Director Report

Company director report

To

The Members

Shree Pushkar Chemicals & Fertilisers Limited

Your Directors have pleasure of presenting before you the 23rd Annual Reportof your Company along with the Audited Accounts of the Company for the financial yearended 31st March 2016. The Management Discussion and Analysis is also includedin this report.

1. SUMMARY OF FINANCIAL RESULTS:

The Company’s financial performance for the year ended 31st March2016 is summarized below:

(Rupees in Lacs)
PARTICULARS YEAR ENDED 31/03/2016 YEAR ENDED 31/03/2015
Total Revenue 24870.23 26652.00
Profit Before Interest Depreciation & Tax 3389.17 3009.37
Depreciation for the year 380.16 362.47
Interest Cost 95.76 367.16
Profit Before Taxation 2913.25 2279.74
Provision for Income Tax (622.50) (477.84)
Provision for Deferred Tax (161.96) 63.12
MAT Credit Entitlement availed 100.70 -
Profit After Taxation 2229.49 1865.02
Add: Profit Brought Forward from Previous Year 5750.05 3885.03
Less: Dividend Including Dividend Distribution Tax (363.71) 0
Balance carried to Balance Sheet 7615.83 5750.05

2. OPERATIONS:

During the year under review the Revenue from operations of your company has been atRs.24870.23 lacs an apparent reduction from last year’s revenue of Rs.26652.00Lacs. The exports during the year has been at Rs.2093.20 Lacs considering our currentimports in terms of Rock Phosphate and Sulphur which are basic raw material for SSP &Sulphuric Acid we still continue to be a net importer.

The reduction in sales during FY 2015-16 has been of the order of 6.69% over last year.This has mainly been on account of the Dye-intermediate division which experienced asteady stabilization of the prices during the year. It may be recalled that some items ofDye-intermediates like H-Acid & VS have been experiencing an unprecedented volatilityduring the last over a year and a half. Wherein the average annual prices of these itemshave been fluctuating in the range of 26% to as high as 82% in most of the core items.However with the stabilization of prices the production in terms of volumes has improvedby about 25%. This has resulted in better profitability as compared to that of thepreceding year.

As regards the Fertiliser division the sale of fertiliser during Kharif season in thefirst half of the year under reference was subdued due to delay in the monsoons We couldhowever partially mitigate the same during the Rabi season and the overall sale offertilisers have been to the extent of about 55600 MT having a capacity utilisation ofabout 48% contributing Rs.48.46 Crs to the overall revenue.

A good news is that the Company having struggled for the past about 2 years has beensuccessful in receiving license from the Govt. of Maharashtra for manufacture of mixedNPK fertilisers an item extensively used across cash crops throughout the country.Accordingly a capacity of 20000 MTA has been established for this product in the SoilConditioner granulation plant without any significant capital cost as there wassufficient idle capacity in this department. The manufacture of this item commenced inJanuary 2016.

The Capacity utilisation in the Cattle feed division which is used only to the extentof utilising the spent acid generations from the Dye-intermediates division has recordedan increase of 13% in volumetric terms.

As regards the Acid division in view of the increase in captive consumption on accountof better capacity utilisation of the Dye-Intermediate division there has been acorresponding reduction in sales volume (saleable acid) never the less on account ofimproved pricing and sale of a special quality of Sulphuric acid required by a fewcustomers which commands a premium price the sales realisation in this division hasrecorded an increase by about 58%.

The segmental sales across the 4 product verticals as compared to last year have beenas under:

15-16

14-15

Growth %

% share of Revenue
Division Qty MT Rs. Crs Qty MT Rs. Crs Volume Revenue
Dye Int. 4944 170.40 3957 201.24 25% -15% 70.6%
Cattle Feed 2203 5.97 1949 5.34 13% 12% 2.5%
Fertilisers 55606 48.67 49317 48.19 13% 1% 20.2%
Acids (Saleable) 16137 16.26 19124 10.32 -16% 58% 6.7%

Viewing the operational performance of the company which made a modest beginning ofmanufacturing activities in the year 2001 with a single plant for manufacturing GammaAcid has been expanding both by way of Backward and forward integration and currently has7 dye-intermediate plants A plant for manufacture of Sulphuric and its derivative Acids -like Oleums & Chloro sulphonic Acid (CSA) with a captive power plant based on wasteheat generated in the manufacture of Acids A plant for manufacture of Di-CalciumPhosphate-DCP (A cattle feed supplement) based on spent acid generated in the manufactureof Die-intermediates as also fertilisers like SSP manufacture based on 70 %acid generated in the manufacture of CSA and "Dharti Ratna" our branded SoilConditioner based on Gypsum generated in the manufacture of DCF! This unique model of thecompany of utilising the waste generated into value added by products has helped thecompany to tackle the pollution problem so critical in our type of industry and has wonfor itself the distinction of "Zero Waste" company. The company has successfullymaintained steady progress over the years in terms of sales and profits. During the last 5years the company’s revenue receipts has been growing at an average rate of 13.5%

With our continues efforts on improvement in process yields better cost control byconservation on other fronts including better inventory management has reflected in termsof lower raw material cost from 76% in FY2012 to around 70% during the year underreference. The Earning per share has also improved from Rs.2.60 to Rs.9.10 during 2012 to2015. The EPS for FY2016 has been at Rs7.40 on the expanded capital.

The Operating profit as also the Profit after taxes have grown at the rate of 12.3% and62.4% respectively during the corresponding period.

This reflects in terms of rise in the net worth of the Company which grew from Rs.23.13Crs as at FY 2012 to Rs. 163.13 Crs as on 31.03.2016 registering a compounded annualgrowth rate of 27.8% The said figure is partially influenced on account of the sharepremium account nevertheless the growth in the intrinsic value during the last 5 yearshas been commendable.

The book value of the shares as on 31.03.2016 has been at Rs.53.98 per share this asyou will appreciate is without the benefits of the additional capital raised through theIPO which will start being visible from the current year once the proceeds of theexpansion starts flowing in.

3. EXPANSION THROUGH IPO - CURRENT STATUS (MATERIAL CHANGES):

The raising of funds through the IPO was completed in the end of August 2015 whereinthe Company has raised a total of Rs.61.83 Crs by issue of 9511846 shares at a price ofRs.65/-per share including a pre IPO placement of 769235 shares. The Utilisation ofFunds was for the following purpose:

Sr. No. Item Estimated Amount
1. Purchase of Factory Premises including Existing Factory Building. 2.29
2. Additional Civil Construction 9.15
3. Purchase of Plant & Machinery 32.65
4. Contingency 4.41
5. Misc. Fixed Assets 1.84
6. Pre & Pre-Op. Expenses 7.00
7. Other Corporate Purposes 4.00
Total 62.14

You may recall that the proposed dye Complex comprises in addition to the main 3000 TPAReactive Dye plant 2 supporting plants for manufacture of 1000 TPA of VS and 750 TPA ofH-acid respectively for captive consumption in the manufacture of Dyes.

As regards implementation of the project after having acquired the Plot no.B-97 alongwith certain existing construction for a total cost of Rs.2.29 Crs The current status ofimplementation is as under:

A. Dye complex:

1. The 3000 TPA reactive Dyes plant has been commissioned in end January 2016 and aftercarrying out various trial and sample batches of about 11 different colour variants wehave received approval of the same from some of the prestigious clients in the market. Thecommercial production of the Dyes plant has started from May 2016. I am happy to announcethat our products are receiving very good response.

2. The 1000 TPA VS plant has been commissioned in May 2016 and is operatingsatisfactorily.

3. The 750 TPA H-Acid Plant is in the advanced stage of Erection wherein:

i. The Building has been completed to the extent of 60% and the balance would becompleted after Erection of the entire plant.

ii. All the equipments have been ordered out and are currently in the stage ofErection. The plant is expected to be commissioned by Early Q3 FY 16-17.

4. The other civil construction in the Dyes Complex like administrative officegodowns QC laboratory etc. have also been completed.

The Reactive Dyes plant comprises of 2 broad sections. The synthesis section and theDrying section. The plant has been designed with a capacity of 6000TPA whereas the dryinghas a capacity of 3000 TPA. Looking to the current response for our products we haveproposed to add one more Drying plant of the estimated cost of Rs.4.50 Crs. This wouldtake the overall capacity of the Dyes plant to 6000 TPA. The order for the said dryingplant has already been placed which is likely to be commissioned by last quarter of theyear taking the overall capacity of the Reactive Dye plant to 6000 TPA

B. Additional Storage Godowns At D-25:

The additional storage godown at plot NoD-25 in the fertiliser Division has beencompleted and put to use.

C. Additional Pollution Control Equipments at B-102/103:

The Equipments have been ordered out and the same are proposed to be installed andcommissioned by Q4 FY 16-17.

SOP EXPANSION: In addition to the expansion through IPO as brought out above TheCompany has taken further expansion in the Fertiliser Division by way of expanding intomanufacture of Sulphate of Potash (SOP) which is a potassic fertiliser. SOP has a totalglobal market size of approximately 5.5 million tons. The product is currently beingimported of late the market of which has started picking up within the country. Theproduct also has a large export potential and is particularly effective in the cultivationof fruits vegetables potatoes and tobacco and tree nutsRT.

The plant with a capacity of 10000 TPA is put up on a separate plot of land withinthe same MIDC area on Plot No.D-18 admeasuring 20134 Sq. Mts The plant has been importedon turnkey basis from China. The Project has been commissioned in early July 2016 and hasrecently started commercial production. The project is entirely funded through internalaccruals.

The process generates Hydro Chloric Acid which is being used to generate a byproductnamely Calcium Chloride granules. The plant at its rated capacity would fetch additionalrevenue of Rs.55.00 Crs wherein the Raw Material cost at current prices is at 55% of thesales.

4. FUTURE OUTLOOK:

As was indicated last year with the consistent shift in the manufacturing base of Dyesand Dye-intermediates from the western countries to the Asian countries the market hasbeen witnessing accelerated demand more so with the Indian Products having an edge overthose of China on account of various socio economic and environmental factors.

To keep pace with the aforesaid situation we have already expanded into manufacture ofReactive dyes and now with the commissioning of the plant the products are receivingencouraging response. It may be recalled that the plant has a capacity of 3000 MTAexpandable to 6000MTA by installation of an additional spray drying plant.

Capacity Expansion: With the encouraging response being received the order for theadditional spray drying plant has been placed and the delivery of the same is expected byOctober- November 2016. It can therefore be safely assumed that by the next FY 2017-18 wewould have an enhanced capacity of the Dyes plant at 6000MTA.

Textile processing Chemicals: It is also proposed to venture into other auxiliaryTextile processing chemicals shortly. The demand for these chemicals is also in tandemwith that of Dyes and we propose to shortly venture into the same. The process formanufacture of these processing chemicals is comparatively simple and does not requiremajor capital cost. This division is being planned on Plot No.D-18 where we havesufficient open space and we propose to finalise the plans shortly. Credit Rating: Theexternal credit rating of your company has further improved from the earlier"BBB+" on long term scale and "A3+" on short term scale to "A(-)" and "A2+" respectively by CARE which has been as a result of ourperformance and financial discipline.

The aforesaid steps for expansion in the near future would pave the way for acceleratedgrowth in the future. We also propose to further strengthening our administrativemachinery to augment our future plans.

5. RISKS & CONCERNS:

After fall in the price volatility of the dye-intermediates market bringing about pricestabilization delay in the onset of monsoon resulting in lower off take of fertilisersduring the first half of the year we had a satisfactory performance last year by way ofbetter capacity utilisation vis-a-vis improved EBIDTA and PAT margins. Never the less wewill still continue with factors such as the vagaries of unpredictable Monsoons theimpact of a volatile FE market more so on account of the Brexit Referendum the dependenceon Government policies and decisions all of which ultimately impact the overallperformance of the industry. These are all factors which are beyond the control of theprivate enterprise and would continue to be a challenge.

6. DIVIDEND:

During the year Company has announced the Interim dividend @ 10% i.e. Rs.1/- per equityshare on 30219435 Equity shares of Rs.10/- each of the Company on 15th March2016. This is treated as the Final dividend for the financial year 20152016.

7. TRANSFER TO RESERVES:

During the year under review you company has transferred a sum of Rs.5231.52 lacs tothe Securities Premium Account which was received as premium on shares which were issuedin IPO during the year.

During the year under review no amount from Profit was transferred to General Reserve.

8. SHARE CAPITAL:

The paid up Equity Share Capital of the Company as on March 312016 stood up Rs.3021.94Lacs. As members must be aware that during the financial year the Company had allotted769235 Equity Shares on a private placement basis before coming out with an InitialPublic Offer.

The Company also came out with its Initial Public Offer of equity shares during theyear whereby 8742611 Equity Shares were allotted through Initial Public Offer and2026589 Equity Shares as Offer for sale which were offer by investor members of theCompany.

9. ACCEPTANCE OF DEPOSIT:

Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

10. DIRECTORS:

The Board of Directors of the Company at present comprises in all 6 Directors whohave wide and varied experience in different disciplines of corporate functioning. Thepresent composition of the Board includes one Managing Director one Joint ManagingDirector one Nominee Director and three Independent Non Executive Directors.

The details are as below:-

Sr. No. Name of the Director & DIN No. Designation
1. Mr. Punit Makharia DIN No. 01430764 Chairman & Managing Director
2. Mr. Gautam Makharia DIN No. 01354843 Joint Managing Director
3. Mr. Ramakant Nayak DIN No. 00129854 Independent Director
4. Mr. Nirmal Kedia DIN No. 00050769 Independent Director
5. Mr. Dinesh Modi DIN No. 00004556 Independent Director
6. Mrs. Poonam Garg DIN No. 00049894 Nominee Director (Nominated by IVCF)

Directors Mr. Punit Makharia & Mr. Gautam Makharia retire by rotation and beingeligible offer themselves for re appointment. The Directors recommend Mr. Punit Makharia& Mr. Gautam Makharia for re-appointment.

All independent directors have given declarations that they meet the criteria ofindependence as laid down under section 149(6) of the Companies Act 2013.

None of the Directors resigned during the financial year 2015 - 2016.

11. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OFTHE FINANCIAL YEAR AND DATE OF THE REPORT:

There are no significant events affecting the financial position between the end of thefinancial year and date of the Report except the following:

a) Appointment of M/s. S. K. Patodia & Associates. Chartered Accountants as aStatutory Auditors of the Company to fill up the casual vacancy caused by Resignation ofM/s. Jajodia & Company Chartered Accountants existing Auditors:

b) Resignation of CS Kishan Bhargav as a Company Secretary and Compliance Officer ofthe Company and appointment of CS Satish Chavan as a Company Secretary and ComplianceOfficer.

12. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to provisions of section 134(3)(c) of the Companies Act 2013 the Directorsconfirm that to the best of their knowledge and belief:

a) In the preparation of Annual Accounts the applicable Accounting Standards have beenfollowed along with proper explanation relating to material departures;

b) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period;

c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) The director had prepared the annual accounts on going concern basis; and

e) The director had laid down internal financial controls to be followed by the Companyand that such internal financial controls are adequate and were operating effectively;

f) The director had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.

13. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

As part of its initiatives under"Corporate Social Responsibility" (CSR) thecompany has formed a CSR Committee comprising of Mr. Punit Makharia Managing Director(Chairman) Mr. Dinesh Modi independent Director (Member) and Mr. Gautam

Makharia Joint Managing Director (Member).

The Company is undertaking its CSR activities under several ways and has spent amountof Fertilisers Rs.19.04 lacs during the year. Since the Company is in initial phase ofCSR activities and yet to decide many ways to promote and contribute in education healthculture etc which are applicable under the Companies Act 2013 and its rules madethereunder.

Details of the policy and implementation of the CSR activities during the year areprovided under Annexure "1".

14. DISCLOSURE AS PER THE SECTION 134 OF THE COMPANIES ACT 2013 READ WITH RULE 8 OFTHE COMPANIES (ACCOUNTS) RULES 2014:

a) Extract of Annual Report:

The extract of Annual Report in the Form MGT-9 is annexed to this report as Annexure"2"

b) Declaration by Independent Directors:

The Board has received the declaration from all the Independent Directors as per theSection 149(7) of the Companies Act 2013 and the Board is satisfied that all theIndependent Directors meet the criteria of independence as mentioned in Section 149(6) ofthe Companies Act 2013.

c) Company's Policy on Directors appointment and Remuneration:

The Nomination Remuneration and Compensation Committee has put in a place the policy onboard diversity for appointment of directors taking into consideration qualification andwide experience of the directors in the fields of banking finance regulatoryadministration legal commercial vehicle segment apart from compliance of legalrequirements of the Company.

The remuneration policy of the Company has been so structured in order to match themarket trends of the Chemical and Fertilisers industry. The Board in consultation with theNomination and Remuneration & Compensation Committee decides the remuneration policyfor Directors. The Company has made adequate disclosures to the members on theremuneration paid to Directors from time to time. Remuneration/ Commission payable toDirectors is determined by the contributions made by the respective Directors for thegrowth of the Company.

The Policy of the Company on Director’s appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters as required under Section 178 sub-section 3 of the Companies Act 2013is available. We affirm that the remuneration paid to the Directors is as per the termslaid out in the nomination and remuneration policy of the Company.

d) Board Evaluation:

As required under the provisions of Section 134(3)(p) and Regulation 27 of the ListingRegulations the Board has carried out an annual performance evaluation of its ownperformance and the manner in which such performance evaluation was carried out is asunder:

The performance evaluation framework is in place and has been circulated to all thedirectors to seek their response on the evaluation of the entire Board and independentdirectors. The Nomination and Remuneration Committee has carried out evaluation ofdirector’s performance. The criteria of evaluation is exercise of responsibilities ina bona fide manner in the interest of the Company striving to attend meetings of theBoard of Directors/ Committees of which he/ she is a member/ general meetingsparticipating constructively and actively in the meetings of the Board /committees of theBoard etc.

e) Particulars of Contracts or Arrangements with Related Parties:

All related party transactions that were entered into during the financial year were onan arm’s length basis and were in the ordinary course of business. There are no othermaterially significant related party transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the Company at large.

f) Risk Management Policy:

During the year Management of the Company evaluated the existing Risk ManagementPolicy of the Company to make it more focused in identifying and prioritizing the risksrole of various executives in monitoring & mitigation of risk and reporting process.Its aim is to enhance shareholders value and provide an optimum risk-reward tradeoff. TheRisk Management Policy has been reviewed and found adequate to the requirements of theCompany and approved by the Board.

The Management evaluated various risks and that there is no element of risk identifiedthat may threaten the existence of the Company.

g) Whistle Blower Policy / Vigil Mechanism:

The Company has established a whistle-blower policy and also established a mechanismfor directors and employees to report their concerns. The details of the same areexplained in the Corporate Governance Report.

h) Financial Summary/ Highlights:

The details are spread over in the Annual Report as well as are provided in thebeginning of this report.

i) Internal Financial Control System and their Adequacy:

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. To maintain its objectivity and independence the InternalAudit reports are reviewed by Audit Committee.

The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Based on the report of internalaudit function process owners undertake corrective action in their respective areas andthereby strengthen the controls. Significant audit observations and recommendations alongwith corrective actions thereon are presented to the Audit Committee of the Board.

j) Conservation Of Energy Technology Absorption & Foreign Exchange Earning AndOutgo:

Particulars as prescribed under section 134 (3) (m) of the Companies Act 2013 readwith the Companies (Disclosure of particulars in report of Board of Directors) Rules 1988or any other law as may be applicable are given in Annexure "3" enclosed.

k) Particulars Of Loans Guarantees And Investments U/S 186:

There are no instances of loans guarantees or investments under section 186 of theCompanies Act 2013. The details of the investments made by company are given in the notesto the financial statements.

15. BOARD MEETINGS BOARD OF DIRECTORS KEY MANAGERIAL PERSONNEL & COMMITTEES OFDIRECTORS

a) Board of Directors:

As members must be aware that at present the Board of Directors is consists of 6Directors namely Mr. Punit Makharia as Chairman and Managing Director Mr. Gautam Makhariaas Joint Managing Director both from Promoter group Mr. Ramakant Nayak Mr. Dinesh Modiand Mr. Nitin Kedia as Non Executive Independent and Ms. Poonam Garg - Woman Director whowas initially appointed as a Nominee Director.

b) Board Meetings:

The Board of Directors of the Company met 9 times during the year 2015- 2016. Thedetails of various Board Meetings are provided in the Corporate Governance Report. The gapintervening between two meetings of the board is as prescribed in the Companies Act 2013.

c) Changes in Directors & Key Managerial Personnel

There have been no changes in the Directors and Key Managerial Personnel during theFinancial Year 2015-2016 except that CS Kishan Bhargav Company Secretary and ComplianceOfficer has expressed his inability to continue as Company Secretary of the Company andhas tendered his resignation with effect from 1st June 2016.

Accordingly Board of Directors has shortlisted CS Satish Chavan and has appointed himas a Company Secretary and Compliance Officer of the Company vide Board Resolution dated11th July 2016.

d) Re-Appointment

As per Sec. 152 of the Companies Act 2013 and Articles of Association of the Companythe Executive non-independent Directors are liable to be retire by rotation as perprescribed ratio given in the said provision at the Annual General Meeting of the Company.Accordingly Mr. Punit Makharia Chairman and Managing Director Mr. Gautam Makharia JointManaging Director are liable to retire by rotation and being eligible offer themselves forreappointment.

e) Independent Directors

The following independent directors are on the Board of Directors.

1. Mr. Dinesh Modi

2. Mr. Nirmal Kedia

3. Mr. Ramakant Nayak

The Company has received necessary declarations from each Independent Director of theCompany under Section 149(7) of the Companies Act 2013 that they meet the criteria ofindependence as laid down in Section 149(6) of the Companies Act 2013.

It is further brought to the notice of the members of the Company that Mr. RamakantNayak Mr. Dinesh Modi and Mr.

Nirmal Kedia Independent Directors of the Company were appointed as IndependentDirectors of the Company for initial period of 2 years with effect from 28thJuly 2014. Hence their term of appointment was about to expiry on 27th July2016. Accordingly the Board of Directors in their meeting held on 11th July2016 have re appointed the Independent Directors and accordingly recommended theirappointment to the members in the forthcoming annual general meeting.

f) Details of remuneration to Directors:

The information relating to remuneration of directors as required under Section 197(12)of the Companies Act 2013 is given in Annexure "4".

g) Board Committees

The Company has the following Committees of the Board along with details of itscompositions

Sr. No. Name of the Committee Members of the Committee
1. Audit Committee Mr. Ramakant Nayak - Chairman Mr. Dinesh Modi - Member Mr. Punit Makharia - Member
2. Nomination and Remuneration Committee Mr. Nirmal Kedia- Chairman Mr Ramakant Nayak - Member Mr. Dinesh Modi - Member
3. Stakeholders’ Relationship Committee Mr. Dinesh Modi - Chairman Mr. Nirmal Kedia - Member Mr Ramakant Nayak - Member
4. Corporate Social Responsibility Committee Mr. Punit Makharia - Chairman Mr. Gautam Makharia - Member Mr. Dinesh Modi - Member
5. IPO Committee Mr. Dinesh Modi - Chairman Mr. Nirmal Kedia - Member Mr Ramakant Nayak - Member

The further details as to number of meetings of the committees their dates etc areprovided in the Corporate Governance Report.

16. MEETINGS OF BOARD OF DIRECTORS:

There were nine meetings of the Board of directors during the year. The details ofvarious Board Meetings are provided in the Corporate Governance Report. The gapintervening between two meetings of the board is as prescribed in the Companies Act 2013.

17. AUDIT COMMITTEE OF THE BOARD OF DIRECTORS:

The Audit committee comprises of Mr. Ramakant Nayak (Chairman) Mr. Dinesh Modi(Member) both independent Directors and Mr. Punit Makharia (Member) Managing Director ofthe Company. There were four meetings of the Audit Committee held during the year. Thedetails of various Audit Committee meetings are provided in the Corporate GovernanceReport.

18. AUDIT COMMITTEE RECOMMENDATION:

During the year all the recommendations of the Audit Committee were accepted by theBoard. The Composition of the Audit Committee is as described in the Corporate GovernanceReport.

19. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises of Mr. Nirmal Kedia (Chairman) Mr.Ramakant Nayak (Member) and Mr. Dinesh Modi (Member) all Independent Directors of theCompany. There was no meeting of Nomination and Remuneration Committee during the year2015-16 as there were no appointments change in designation or policy was framed by theCommittee. The Board has on the recommendation of the Nomination & RemunerationCommittee framed a policy for selection and appointment of Directors Senior Managementand their remuneration. The policy relating to the remuneration for the directors keymanagerial personnel and other employees is disclosed as Annexure "5".

20. STAKEHOLDERS' RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee comprises of Mr. Dinesh Modi (Chairman) Mr.Ramakant Nayak (Member) and Mr. Nirmal Kedia (Member) all Independent Directors of theCompany. The Committee met four times during the year details of which are reproduced inthe appropriate section of Corporate Governance Report.

21. CORPORATE GOVERNANCE:

At Shree Pushkar Chemicals & Fertilisers Ltd we ensure that we evolve and followthe good Corporate Governance practices. As a listed Company we take the QuarterlyCorporate Governance Certificate from Practicing Company Secretary confirming allcompliances with necessary laws applicable to us. Pursuant to compliances of ListingRegulations of Securities Exchange Board of India (SEBI) the Management Discussion andAnalysis The Corporate Governance Report and the Auditor’s Certificate regardingCompliance of Conditions of Corporate Governance are made part of the Directors’Report.

22. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND ("IEPF").

As required under the provisions of Section 205A and 205C and other applicableprovisions of Companies Act 1956 (the corresponding provisions in the Companies Act 2013have not been notified and hence the earlier law is still applicable in respect of theseprovisions) dividends that remain unpaid/unclaimed for a period of seven years are to betransferred to the account administered by the Central Government viz: "InvestorProtection and Education Fund".

During the year there were no transfer made on account of IEPF also there were no anyunclaimed dividend remained in the bank account so far.

23. PARTICULARS OF EMPLOYEES:

The Disclosure as required under Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is annexed as Annexure "6" andforms a part of this report.

Information relating to remuneration of Directors under Section 197 read with Rule 5(2)of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 has beengiven Annexure "6" to the Director’s Report

24. SOCIAL CONNECT:

During the year your Company connected to socially through CSR activities only.

25. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year there were no significant and material orders passed by the Regulatorsor Courts. The Company's Shares got listed on BSE Ltd and National Stock Exchange Limitedon 10th of September 2015 followed by Initial Public Offer to the Public.

26. FINANCE:

Cash and cash equivalents as at March 312016 was Rs.4176.70 lacs (in earlier it wasRs.325.74 lacs). The company continues to focus on judicious management of its workingcapital. Receivables inventories and other working capital parameters were kept understrict check through continuous monitoring.

27. DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION. PROHIBITION AND REDRESSAL) ACT 2013:

As requirement of Sexual Harassment of Woman at Workplace (Prevention Prohibition andRedressal) Act 2013. Company has already maintained internal policy to preventwomen’s harassment at work place and covered all employees so they could directlymake complaints to the committee if such situation arises. The management and Committeetogether with confirm total number of complaints received and resolved during the year isas follows:

a) No. of complaints received: NIL

b) No. of complaints disposed NIL

28. LISTING:

During the year under review your company has listed its Equity Shares on NationalStock Exchange Ltd and Bombay Stock Exchange Ltd through IPO and it will remain listed onit. The Company has paid the listing fees towards listing their Equity Shares and compliedwith listing regulations.

29. INDUSTRIAL RELATIONS:

During the year under review your Company enjoyed cordial relationship with workersand employees at all levels.

30. DIRECTORS' DISQUALIFICATION:

None of the directors of the Company is disqualified as per the provision of section164(2) of the Companies Act 2013 or any other law as may be applicable as on 31stMarch 2016.

31. HUMAN RESOURCES:

None of the employees of the Company had drawn remuneration in excess of the limitsprescribed In terms of the provisions of Section 197(12) of the Act read with Rules 5(2)and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 or any other law as may be applicable.

The relation between employees and management are cordial during the year.

32. SUBSIDIARY COMPANIES:

The Company does not have any subsidiary during the year.

33. AUDITORS:

The existing Statutory Auditors M/s. Jajodia and Company Chartered Accountants haveexpressed their inability to continue as Auditors of the Company and hence tendered theirresignation on 5th May 2016. Accordingly the Board had approached M/s. S. K.Patodia & Associates Chartered Accountants to fill up the casual vacancy caused byresignation of existing auditors. M/s. S. K. Patodia & Associates CharteredAccountants signified their willingness to be appointed and declared their eligibility tobe appointed as a Statutory Auditor of the Company.

Hence the Board of Directors vide its resolution passed on 12th May 2016had appointed M/s. S. K. Patodia & Associates Chartered Accountants as StatutoryAuditors of the Company to fill up the casual vacancy caused by resignation of M/s.Jajodia & Company Chartered Accountants the existing auditors.

As per provisions of section 139(8) of the Companies Act 2013 the appointment ofStatutory Auditors to fill up the casual vacancy caused by resignation of existingauditors needs to be approved by the members of the Company at a general meeting convenedwithin a period of three months. Hence appointment of M/s. S. K. Patodia & AssociatesChartered Accountants as a statutory auditor to fill up the casual vacancy caused byresignation of existing auditors has been recommended.

It is further proposed to re-appoint M/s. S. K. Patodia & Associates CharteredAccountants as a Statutory Auditors of the Company to hold the office up to theconclusion of next annual general meeting.

M/s. S. K. Patodia & Company Chartered Accountants have signified theirwillingness to be appointed and declared that they are eligible for re appointment.

34. AUDITORS' REPORT:

The observation made in the Auditors' Report read together with relevant notes thereonare self explanatory and hence do not call for any further comments under Section 134 ofthe Companies Act 2013.

35. SECRETARIAL AUDIT:

The Board has appointed M/s. DSM & Associates Company Secretaries to carry outSecretarial Audit under the provisions of Section 204 of the Companies Act 2013 and theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 for thefinancial year 2015-16. The Secretarial Audit Report is annexed to this report as Annexure"7". The Secretarial Audit Report does not contain any qualification or adverseremarks.

36. COST AUDITOR:

Pursuant to provisions of section 148 of the Companies Act 2013 read with Companies(Cost Records and Audit) Rules 2014 as amended from time to time your Company hasappointed M/s. Dilip Bathija Practicing Cost Accountants to carry out the Audit of CostRecords for the financial year 2016-17.

37. ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their gratitude to all ShareholdersInvestors clients vendors bankers Regulatory and Government authorities StockExchanges and business associates for their cooperation encouragement and continuedsupport extended to the Company. Your Directors also wish to place on record theirappreciation to the Associates for their continuing support and unstinting efforts inensuring an excellent all round operational performance at all levels.

For and on behalf of the Board of Directors of;

Shree Pushkar Chemicals & Fertilisers Limited

Sd/-

Punit Makharia

Chairman & Managing Director

DIN: 01430764

Date: 11th July 2016

Place: Mumbai

CAUTIONARY STATEMENT

Statements in this Directors’ Report and Management Discussion and Analysisdescribing the Company’s objectives projections estimates expectations orpredictions may be "forward-looking statements" within the meaning of applicablesecurities laws and regulations. Actual results could differ materially from thoseexpressed or implied. Important factors that could make difference to the Company’soperations include raw material availability and its prices cyclical demand and pricingin the Company’s principle markets changes in Government regulations Tax regimeseconomic developments within India and the countries in which the Company conductsbusiness and other ancillary factors.