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Shree Pushkar Chemicals & Fertilizers Ltd.

BSE: 539334 Sector: Industrials
NSE: SHREEPUSHK ISIN Code: INE712K01011
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VOLUME 69894
52-Week high 286.00
52-Week low 144.00
P/E 25.50
Mkt Cap.(Rs cr) 800
Buy Price 0.00
Buy Qty 0.00
Sell Price 264.70
Sell Qty 249.00
OPEN 270.10
CLOSE 266.60
VOLUME 69894
52-Week high 286.00
52-Week low 144.00
P/E 25.50
Mkt Cap.(Rs cr) 800
Buy Price 0.00
Buy Qty 0.00
Sell Price 264.70
Sell Qty 249.00

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

Company director report

DIRECTORS' REPORT AND MANAGEMENT DISCUSSION & ANALYSIS REPORT

To The Members Shree Pushkar Chemicals & Fertilisers Limited

Your Directors have pleasure of presenting the 24th Annual Report of your Company alongwith the Audited Accounts of the Company for the financial year ended 31 st March 2017.The Management Discussion and Analysis is also included in this report.

1. SUMMARY OF FINANCIAL RESULTS:

The Company's financial performance for the year ended 31 st March 2017 is summarizedbelow:

(Rupees in Lacs)

PARTICULARS YEAR ENDED 31/03/2017 YEAR ENDED 31/03/2016
Total Revenue 31302.16 24876.15
Profit Before Interest Depreciation & Tax 5366.64 3389.17
Depreciation for the year 548.82 380.16
Interest Cost 175.68 95.76
Profit Before Taxation 4642.14 2913.25
Provision for Income Tax (1040.00) (622.50)
Provision for Deferred Tax (552.56) (161.96)
MAT Credit Entitlement availed 0 100.70
Profit After Taxation 3049.58 2229.49
Add: Profit Brought Forward from Previous Year 7615.83 5750.05
Less: Dividend Including Dividend Distribution Tax 0 (363.71)
Balance carried to Balance Sheet 10665.41 7615.83

2. OPERATIONS:

During the year under review the Revenue from operations of your Company has been atRs. 31302.16 lacs an increase of 25.83% over last year's revenue of Rs. 24876.15 Lacs.This has been mainly on account of better performance of the Dye-intermediates segmentcoupled with the contribution coming from the Dyes Division effectively launched duringthe year. The Dyes & Dye-Intermediate division together contributed about 76% of therevenue. The improvement in sales of the Intermediates division has mainly been on accountof a steady stabilization of the prices during the year. It may be recalled that theprices of some items of Dye-intermediates like H-Acid & VS have been experiencing anunprecedented volatility over the last year and a half. The prices of these items to ashave been fluctuating high as 182% in most of the core products. However with thestabilization of prices during the year the production volumes have increased by about25%.

This has resulted in better profitability as compared to that of the preceding year.

The exports during the year have been at Rs.1904.43Lacs. Considering raw materialimports during the year in terms of Rock Phosphate chemicals and to a certain extentSulphur we still continue to be a net importer.

With respect to the Fertiliser division it may be recalled that we had commissionedthe NPK mixed fertilisers plant in the last quarter of FY 2015-16. In FY 2016-17 the yearunder reference we have commissioned the Sulphate of Potash (SOP) plant with a capacity of10000 MT/ annum in October 2016. Thus we now have four distinct products in thisvertical each having their own specialized area of usage for different cash crops.

The sale of fertiliser during the Kharif season in the first half of the year wassubdued due to delay in the monsoons we could however partially mitigate the same duringthe Rabi season and the overall sale of fertilisers have been to the extent of about59772 MT having an overall capacity utilisation of about 45% contributing Rs.5758 lakhsto the overall revenue.

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 howeverremained stagnated at a sale of Rs. 580lakhs.

As regards the Acid division in view of the increase in captive consumption of thisproduct on account of better capacity utilisation of the Dye-Intermediate division therehas been a corresponding reduction in the availability of saleable acid. The salesrealization in this division has thus recorded a decrease by about 37%.

The segmental sales across the 5 product verticals as compared to that of last year areas under:

16-17 15-16 Growth % % share of Revenue
Division Qty MT Rs. Crs Qty MT Rs. Crs Volume Revenue 16-17 15-16
Reactive Dyes 1398 41.53 -- -- 100% 100% 13% --
Dye Int. 6014 197.88 4944 170.4 22% 16% 63% 71%
Cattle Feed 2145 5.80 2203 5.97 -3% -3% 2% 2%
Fertilisers 59772 57.58 55606 48.67 8% 18% 18% 20%
Acids (Saleable) 17257 10.23 24686 16.26 -30% -37% 3% 7%

OVERALL PERFORMANCE DURING THE LAST 5 YEARS

Viewing the operational performance of the Company which made a modest beginning in theyear 2001 The Company has been expanding both by way of Backward and forward integrationmore specifically during the last 5 years. Utilising the waste generated in the process togive rise to newer value added products thereby improving the operational efficiency andleading to better profitability. This can be gauged from the figures of revenue vis--visraw material cost.

This unique business model of utilising the waste generated into value addedby-products has helped the Company to efficiently tackle the pollution problem winningfor itself the distinction of a "Zero Waste" Company.

This feature along with improvement in process yields a better cost control andinventory management has reflected in terms of lower raw material cost to sales which hascome down from 73.8% in FY2012-13 to around 67.5% in 2016-17.

In terms of sales and profits the Company has been maintaining a steady progress overthe years. Viewing the overall performance over the last 5 years the Company's revenuereceipts has steadily grown at an average rate of 22% p.a. with the post-tax profitshaving an average annualized growth of 104%.

The EBIDTA over the last 5 years has grown from Rs.22.74 Crs in 2012-13 to Rs.52.34 Crsin 2016-17 which in % terms has improved from 13.2% to 16.7 % during the period.

The Earning per share on the expanded capital in view of the IPO last year has alsoimproved from Rs.8.51 in 2016 to Rs.10.09 in 2017.

3. EXPANSION -UTILISATION OF IPO FUNDS

The raising of funds through the IPO was completed in the August 2015 wherein theCompany has raised a total of Rs.62.14 Crs. of the said funds a sum of Rs.40.64 Crs werespent during the year 2015-16 towards the planned expansion leaving Rs.21.50 Crs asbalance pending utilisation.

During the year the Company has utilised the said balance funds and has completed theentire expansion project.

It may be recalled that the commercial production of the Reactive Dyes plant commencedin May 2016 whereas the VS plant had been commissioned in June 2016 while the H-acidplant was commissioned and put on trial runs in March 2017. With the said commissioningthe entire expansion as was envisaged through the IPO proceeds stands completed.

As regards the funds earmarked for other corporate purposes at Rs.4.00 Crs. also standsutilised towards setting up of the new office premises at Goregaon and purchase of anadditional new plot of land admeasuring 40000 sq. MTs at MIDC Lote for future expansion.

4. FUTURE OUTLOOK:

As has been witnessed over the last decade and a half there has been a consistentshift in the manufacturing base of Dyes and Dye-intermediates from the western countriesto the Asian countries with the market for these products having witnessed accelerateddemand in this part of the globe. China being the leader enjoying over 60% of the Globalmarket share followed by India which of course currently has a much smaller share of thePie.

However over the last 2 to 3 years it is witnessed that quite a few large units inChina have been facing closures and shutdowns off and on. This has mainly been attributedto the acute pollution and environmental problems faced by these units augmented by thegovernment's critical thrust on pollution control and cleaner environment. As such becauseof the extra-large individual capacities of these units in general these shutdowns haveresulted in marked price volatility of which all of us are aware.

Incidentally because of a much similar situation the Indian Dyes and Dye-intermediatesIndustry which had a major and sizeable presence of small scale units witnessed a largenumber of small scale units closing down and the industry undergoing a consolidationresulting in dominance by units in the organised sector based on economies of scale havingbetter management and a thrust on cleaner environment and better pollution controlfacilities. The Indian Dyes & Intermediates Industry has thus been witnessing anunprecedented rise in demand for its products consistently increasing due to theaforesaid factors within and outside the country.

We at Shree Pushkar are also in the process of continuously gearing up our activitiesto be in line with these developing trends. On a three years prospective we have alreadyinitiated the following activities to take full benefit of the situation.

Capacity Expansion

Reactive Dyes: To keep pace with the aforesaid situation of encouraging responsefor our reactive dyes and the consequent steady stabilisation of our products in themarket we are already in the process of firstlap of our capacity expansion of

Reactive dyes increasing from the existing capacity of 3000 MTA to 6000 MTA. Theadditional spray drying plant has been installed and a few minor balancing equipments arein the process of installation. This additional capacity is expected to be commissionedwithin the next one month taking the capacity of the Reactive Dyes to 6000 MTA.

Sulphate of Potash (SOP): The launch of our SOP in the fertiliser Divisionfollowed by launch of "Granular Calcium

Chloride" the Bye product in the manufacture of SOP were carried out in October2016 & February 2017 respectively. These products have also been receiving encouragingresponse. We have therefore taken up expansion of the SOP capacity and have already placedorder for the second furnace of 10000 MTA. The delivery of the said plant is expected byOctober 2017 and the expanded capacity is slated to be commissioned by end of thefinancial year.

Textile processing Chemicals: As was indicated in the last annual report wehave launched 12 auxiliary Textile processing chemicals around mid of FY 2016-17. Theseproducts have shown good market acceptance and with the demand for these productssteadily increasing we propose to launch a few more chemicals in the current year and havealso initiated active steps for setting up a proper manufacturing facility for these itemson Plot No.D-18.

We are thus moving in the direction of providing a one-stop textiles solution Company.

Keeping in view our future needs we have already acquired an additional plot of land inthe Additional MIDC Lote admeasuring 40000 sq. Mts. for future expansions in the mediumterm plan.

Credit rating: The external credit rating of your Company has further improvedfrom the earlier "[ICRA]A (-)" on long term scale and "[ICRA]A2+" onshort term scale to "[ICRA]A" and "[ICRA]A1" respectively by ICRAwhich has been as a result of our performance 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 strengthen our administrative machineryto 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--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:

Keeping in view the current operating results and our preparedness with future plansfor expansion your Board has recommended a 15% final dividend on the paid up equity sharecapital for the financial year 2016-17.

7. TRANSFER TO RESERVES:

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 31 2017 remainedunchanged as Rs. 3021.94 Lacs during the financial year.

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 of 6 Directors who havewide and varied experience in different disciplines of corporate functioning. The presentcomposition of the Board includes one Managing Director one Joint Managing Director oneNon-Executive 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 Chairman & Managing Director
DIN No. 01430764
2. Mr. Gautam Makharia Joint Managing Director
DIN No. 01354843
3. Mr. Ramakant Nayak Independent Director
DIN No. 00129854
4. Mr. Nirmal Kedia Independent Director
DIN No. 00050769
5. Mr. Dinesh Modi Independent Director
DIN No. 00004556
6. Mrs. Ranjana Makharia Non – Executive Director
DIN No. 07708602

Mr. Punit Makharia CMD and Mr. Gautam Makharia JMD are liable to retire by rotationand being eligible for re appointment have offered themselves for re appointment.Accordingly the proposal has been included for retirement of these directors by rotationand reappointment of them in the forthcoming annual general meeting.

Ms. PoonamGarg Nominee Director of IFCI Venture Capital Fund Limited has tendered herresignation due to withdrawal of nomination from IFCI Venture Capital Fund Limited witheffect from 7th December 2016.

Accordingly Mrs. Ranjana Makharia was appointed as an additional director of theCompany with effect from 10th February 2017 to comply with the provisions of section 149of the Companies Act 2013.

Mrs. Ranjana Makharia being an additional director of the Company will hold theoffice upto the conclusion of the forthcoming annual general meeting. She has alreadysignified her willingness to act as Director if appointed and have already declared thatshe is not disqualified to be appointed as Director of the Company pursuant to provisionsof section 164 of the Companies Act 2013. Hence her appointment as Director of theCompany has been recommended at the forthcoming annual general meeting.

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

the financial position between the end of the financial year and date of the There areno significant Report.

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 directors had prepared the annual accounts on going concern basis; and

e) The directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively;

f) The directors 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 Chairman &Managing Director (Chairman) Mr. Dinesh Modi independent Director (Member) and Mr. GautamMakharia Joint Managing Director (Member).

The purpose of our CSR Committee is to formulate and recommend to the Board aCorporate Social Responsibility Policy which shall indicate the initiatives to beundertaken by the Company recommend the amount of expenditure the Company should incur onCSR activities and to monitor from time to time the CSR activities and policy of theCompany.

During the year Company has initiated few CSR activities in its close vicinity. TheCompany is also contemplating the idea of formalizing the CSR activities by formation ofCharitable Trust or any other suitable form of entity to undertake the various activitiessuch as education for under privileged health and sanitation promoting and upliftment ofcultural values arts. Details of the policy and implementation of the CSR activitiesduring the year are provided 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 (hereinafter call as "NRCCommittee") has put in place the policy on Board diversity for appointment ofdirectors taking into consideration qualification and wide experience of the directors inthe fields of banking finance

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 theNRC Committee decides the remuneration policy for Directors. The Company has made adequatedisclosures to the members on the remuneration paid to Directors from time to time.Remuneration/ Commission payable to Directors is determined by the contributions made bythe respective Directors for the growth 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 2013 is available on the website of the Company. We affirm that theremuneration paid to the Directors is as per the terms laid out in the nomination andremuneration 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 NRC Committee has carried out evaluation of director's performance. Thecriteria of evaluation is exercise of responsibilities in a bona fide manner in theinterest of the Company striving to attend meetings of the Board of Directors/ Committeesof which he/she is a member/ general meetings participating constructively and activelyin the meetings.

e) Particulars of Contracts or Arrangements with Related Parties:

All related party transactions that are entered into during the financial year were onan arm's length basis and 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 the same are provided inthe beginning 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 auditobservations and recommendations along andtherebystrengthenthecontrols.Significant withcorrective 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:

During the financial year the Company had invested Rs.1 Lac by subscribing to theequity shares of the Company LCI Textile Solutions Private Limited and made this Company awholly owned subsidiary Company. Eventually after reconsidering its future strategies andtakeover plans the Company has sold all of its investment to outsiders. The transfer wasdone at par price and to the new management of the Company which is not related to theCompany or promoters of the Company.

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

a) Board of Directors:

At present the Board of Directors consists of 6 Directors namely Mr. Punit Makharia asChairman and Managing Director (hereinafter called as the ‘CMD') Mr. Gautam Makhariaas Joint Managing Director (hereinafter called as the ‘JMD') both from Promotergroup Mr. Ramakant Nayak Mr. Dinesh Modi and Mr. Nirmal Kedia as Non-ExecutiveIndependent Directors and Mrs. Ranjana Makharia– Woman Director who was appointed asa Non- Executive Director in the month of February 2017.

b) Board Meetings:

The Board of Directors of the Company met 6 times during the financial year. Thedetails of various Board Meetings are provided in the Corporate Governance Report. The gapbetween two meetings of the board is not more than 120 days as prescribed in the CompaniesAct 2013.

c) Changes in Directors & Key Managerial Personnel

During the Financial Year 2016-2017 CS Kishan Bhargavh as expressed his inability tocontinue as Company Secretary and Compliance Officer of the Company and has tendered hisresignation with effect from 1st June 2016. The Board of Directors has appointed CSSatish Chavan asa Officerof the Company Secretary and Compliance vide

Board Resolution dated 11th July 2016.

Ms. Poonam Garg Nominee Director of IFCI Venture Capital Funds Limited has tenderedher resignation in consequence of withdrawal of Nomination by IFCI Venture Capital FundLtd w.e.f. 7th December 2016. The Company has appointed Mrs. Ranjana Makharia asNon-Executive Woman Director in compliance with the provisions of section 149 of theCompanies Act 2013..

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 retire by rotation as per prescribedratio given in the said provisions at the Annual General Meeting of the Company.Accordingly Mr. Punit Makharia CMD and Mr. Gautam Makharia JMD are liable to retire byrotation and being eligible have offered themselves for re-appointment. e) IndependentDirectors

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 werereappointed as Independent Directors for the period of 5 years in the Board Meeting heldon 11th July 2016 and accordingly members of the Company have confirmed their appointmentin the annual general meeting held on 10th August 2016. f) Details of remuneration toDirectors:

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

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

16. MEETING OF BOARD OF DIRECTORS:

The Board of Directors met 6 times during the financial year. The details of variousBoard Meetings are provided in the

Corporate Governance Report. The gap between two meetings of the board is as prescribedin 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) CMD of the Company.There were four meetings of the Audit Committee held during the year. The details ofvarious Audit Committee meetings are provided in the Corporate Governance Report.

During the year all the recommendations of the Audit Committee were accepted by theBoard.

18. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee (hereinafter the NRC Committee) comprises ofMr. Nirmal Kedia (Chairman) Mr. Ramakant Nayak (Member) and Mr. Dinesh Modi (Member) allIndependent Directors of the Company. During the year 2016-17 two meetings of NRCCommittee were held for appointments of Managing Directors Independent Directorsnon-executive director and Company Secretary. The Board has on the recommendation of theNRC framed a policy for selection and appointment of Directors Senior Management andtheir remuneration. The policy relating to the remuneration for the directors keymanagerial personnel and other employees is disclosed as Annexure "5".

19. 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.

20. CORPORATE GOVERNANCE:

At Shree Pushkar Chemicals & Fertilisers Ltd we ensure that we evolve and followthe good Corporate Governance practices. As a listed Company we submit the QuarterlyCorporate Governance Report to stock exchange confirming all compliances with necessarylaws applicable to us. Pursuant to compliances of Listing Regulations of SecuritiesExchange Board of India (SEBI) the Management Discussion and Analysis the CorporateGovernance Report and the Auditors'

Certificate regarding Compliance of Conditions of Corporate Governance are made part ofthe Directors'Report

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

As required under the provisions of Section 124 and 125 and other applicable provisionsof Companies Act 2013 dividends that remain unpaid/unclaimed for a period of sevenyears are to be transferred to the account administered by the Central Government viz:"Investor Protection and Education Fund".

During the year there were no transfer to IEPF also there were no any unclaimeddividend.

22. 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 in Annexure "6" to the Director's Report

23. SOCIAL CONNECT

The Company has connected socially through CSR activities only.

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

During the year Company's ex-Customer Huntsman International (India) Private LimitedCompany has filed Civil suit with the Honorable Court of Delhi at New Delhi forinjunction and damages for Rs.300.00 lacks against Abiss Textile Solution Private Limited(A Company promoted by the two promoters of the Company) the Company and its promotersfor allegedly using confidential and proprietary information of the Customer formanufacturing marketing and selling Dye products and for other consequential relief. TheHon'able High Court of Delhi has granted an ex-parte interim injection order in thismatter till the next date of hearing.

In this adverse condition the Company has filed criminal and cheating complaint withEconomic Offences Wing (EOW) on 19th July 2016 summary suit with Hon'ble Bombay HighCourt on 20th July 2016 for recovery of unpaid dues Damage and defamation court suitwith Hon'ble Bombay high Court on 8th September 2016 of Rs. 25000 Lacs for malafideintention behind damaging and defaming image of the Company and winding up notice issuedunder sec. 433 & 434 of the Companies

Act 1956 on August 2016 against the officials directors of Huntsman International(India) Private Limited

The related disclosures of this matter have been made to the stock exchanges and hencethe matter is sub-judiced.

25. FINANCE:

Cash and cash equivalents as at March 31 2017 was Rs. 2249.18 Lacs (In earlier year itwas Rs. 4176.70 Lacs). The Company continues to focus on judicious management of itsworking capital. Receivables inventories and other working capital parameters were keptunder strict check through continuous monitoring.

26. DISCLOSUREAS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN ATWORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:

The Company hasframed policy of preventionof women's harassment at work place andcovered all employees so they could directly make complaints to the committee if suchsituation arises. The total number of complaints received and resolved during the year isas follows: a) No. of complaints received: NIL b) No. of complaints disposed NIL

27. LISTING

During the year under review your Company has remained listed as regards its EquityShares on National Stock Exchange Ltd and BSE Ltd and it will remain listed on it. TheCompany has paid the listing fees and complied with listing regulations.

28. INDUSTRIAL RELATIONS:

During the year under review your Company had cordial relationship with workers andemployees at all levels.

29. DIRECTORS' DISQUALIFICATION:

None of the directors of the Company are disqualified as per the provision of section164(2) of the Companies Act 2013 or any other law as may be applicable as on 31st March2017.

30. PARTICULARS OF EMPLOYEES:

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 managementare cordial during the year.

31. SUBSIDIARY COMPANIES:

During the financial year the Company had invested Rs.1 Lac by subscribing to theequity shares of the Company LCI Textile

Solutions Private Limited and made this Company a wholly owned subsidiary Company.Eventually after reconsidering its future strategies and takeover plans the Company hassold all of its investment in this Company to outsider. The transfer was done at par priceand to the new management of the Company which is not related to the Company or promotersof the Company.

At the end of the financial year the Company does not have any subsidiary Company toreport under this section.

32. AUDITORS:

As members must be aware that M/s. S. K. Patodia & Associates CharteredAccountants were appointed as Statutory Auditors of the Company for a period of 5 yearsat the annual general meeting held in August 2016 pursuant to provisions of section 139of the Companies Act 2013 provided the members of the Company ratify their appointmentat each and every annual general meeting.

Accordingly the ratification of reappointment of M/s. S. K. Patodia & AssociatesChartered Accountants as Statutory

Auditors of the Company has been recommended in the forthcoming annual general meetingand the members of the Company are requested to consider the ratification of appointmentof Statutory Auditors in the forthcoming annual general meeting.

33. 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.

34. SECRETARIAL AUDIT:

The Board had 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 the financial year 2016-17. The Secretarial Audit Report is annexed tothis report as Annexure "7". The Secretarial Audit Report does not contain anyqualification or adverse remarks.

35. 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 Accountant to carry out the Audit of CostRecords for the financial year 2017-18.

36. 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: 3rd August 2017

Place: Mumbai