MANAGEMENT DISCUSSION & ANALYSIS REPORT
Shree Pushkar Chemicals & Fertlisers Limited
Your Directors have pleasure of presenting before you the 27th Annual Reportof your Company along with the Audited Accounts of the Company for the financial yearended 31st March 2020. 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 March 2020 issummarized below:
|PARTICULARS ||YEAR ENDED ||YEAR ENDED ||YEAR ENDED ||YEAR ENDED |
|31/03/2020 ||31/03/2020 ||31/03/2019 ||31/03/2019 |
| ||Consolidated ||Standalone ||Consolidated ||Standalone |
|Total Revenue ||34965.40 ||28767.94 ||45433.85 ||40261.60 |
|Profit Before Interest Depreciation & Tax ||5350.22 ||4414.81 ||6952.36 ||6092.06 |
|Depreciation for the year ||1145.47 ||898.75 ||996.17 ||821.44 |
|Interest Cost ||212.93 ||107.90 ||371.38 ||200.94 |
|Profit Before Taxation ||3991.82 ||3408.16 ||5584.81 ||5069.68 |
|Provision for Income Tax ||620.65 ||564.00 ||905.96 ||799.91 |
|Provision for Deferred Tax ||-192.62 ||-258.39 ||592.96 ||623.23 |
|MAT Credit Entitlement availed ||- ||- ||- ||- |
|Profit After Taxation ||3563.79 ||3102.55 ||4085.89 ||3646.54 |
|Add: Profit Brought Forward from Previous Year ||17796.80 ||17019.14 ||13710.91 ||13372.60 |
|Less: Dividend Including Dividend Distribution Tax ||-741.47 ||-741.47 ||- ||- |
|Less: Debenture Redemption Reserve ||-246.00 ||- ||- ||- |
|Balance carried to Balance Sheet ||20373.14 ||19380.22 ||17796.80 ||17019.14 |
|RATIOS: || || || || |
|(i) Debtors Turnover (Times) ||4.52 ||4.55 ||4.62 ||4.50 |
|(ii) Inventory Turnover (Times) ||3.45 ||6.29 ||7.29 ||11.4 |
|(iii) Interest Coverage Ratio ||25.16 ||40.89 ||24.30 ||30.45 |
|(iv) Current Ratio ||1.43 ||1.60 ||2.21 ||3.03 |
|(v) Debt Equity Ratio ||0.02 ||0.07 ||0.03 ||0.00 |
|(vi) Operating Profit Margin (%) ||11.42% ||11.85% ||12.30% ||12.70% |
|(vii) Net Profit Margin (%) ||10.19% ||10.78% ||9.00% ||9.10% |
2. Operations Of Company And Subsidiary Company:
During the year under review the Consolidated Revenue from operations of your companyhas been at Rs.34965.40 lacs a decline of 23 % over the preceding year's revenue ofRs.45433.85 Lacs. The Sales contribution from M/s Kisan Phosphates Private Limited (KPPL)our fully owned subsidiary has been at Rs.6197.46lacs as against Rs.5726.27 lacsachieved in the preceding year recording an improvement of 19.8%.
The Sale of fertiliser in KPPL has been commendable recording a sale of 64045 MT atRs.51.97 Crs in Fertilisers clocking an average utilisation of 64%.
In addition a further quantity of 2057 MT of DCP and 7738 MT of Acid was sold inKPPL at a sale value of Rs.9.97Crs.
As regards the standalone performance of your company the gross receipts have been atRs. 28767.94 lacs a decline of 28.5 % over the preceding year. The exports during theyear contributed by the Dyes and Intermediates divisions have been at Rs.7250.00 Lacsas against Rs. 9154.00 lacs last year a decline of 23%. Our imports have been mainly interms of Rock Phosphate for our fertiliser Division and to a lesser extent of certain finechemicals for our intermediates' division totally amounting to Rs.6128 lakhs.
The decline in sales during the year has been mainly on three counts: Firstly thepartial shutdown for revamping of our Dye- intermediate plants at unit No.1 which havebeen between 15 to 20 years old and essentially needed major overhauling and repairsincluding structural repairs. The impact of these shut downs on the top line has been ataround Rs.65 Crs. This has however been a planned move considering the overall life andlongevity of these plants. During this revamping certain innovations and modifications inthe plants have also been carried out incorporating modernization as also a certain degreeof fungibility within the plants to have better flexibility in operations between theproduct lines to ensure optimum capacity utilisation based on the demand fluctuations fromtime to time for these individual dye-intermediates.
The Second most important factor for the decline has been the slowdown in the overalleconomy during the year beginning from the 2nd Qrt of FY 2019-20 and extending throughoutthe year. This slowdown witnessed globally including India has resulted not only inlowering of demands but also a compression on the price realizations which impacted theperformance typically in the Dyes and Intermediates divisions. And finally added to thesetwo factors has been the Impact of the pandemic triggered by COVID-19which began from thesecond half of Q4 and continues till date. The devastating effects of the pandemic interms of overall lockdown imposed on all operational systems including productiontransport logistics etc. has resulted in an unprecedented hit on the overall trade &commerce bringing it down to a near halt position not only in the country but affectingthroughout the globe of which we all are aware.
The standalone vertical wise quantitative Sales for the FY2019-20 vis-a-vis that of FY2018-19 is as under:
| || |
|FY 2019-20 ||FY 2018-19 |
|VERTICALS ||Sales Qty MTA ||Amt Rs. Crs. ||Sales Qty MTA ||Amt Rs. Crs. ||Volume ||Revenue || |
% share in Revenue
|Dye Intermediates. ||4545 ||135.2 ||6433 ||226.78 ||-29% ||-40% ||48% ||57% |
|Dyes ||2863 ||76.32 ||3672 ||109.07 ||-22% ||-30% ||27% ||27% |
|Fertilisers ||60480 ||62.08 ||33436 ||47.83 ||81% ||30% ||22% ||12% |
|Cattle feed supplement ||1614 ||5.00 ||2070 ||5.99 ||-22% ||-17% ||2% ||1% |
|Acids ||6398 ||4.23 ||8085 ||8.86 ||-21% ||-52% ||1% ||2% |
|Others || ||1.53 || ||1.67 || || ||1% ||0% |
|Total || ||284.36 || ||400.2 || || ||100% ||100% |
Note: The average utilisation of the Acid Division has been above 90% the figures ofutilisation as mentioned above are the figures of acid sold after meeting captiveconsumption.
The overall capacity utilisation of the Dye-intermediate division has been around 77%as against 96% during the preceding year however in view of the captive consumption ofintermediates for manufacture of Dyes; the saleable volumes have been comparatively low asbrought out aforesaid.
The Sales of fertiliser of your company on a standalone basis has been at 60480 MT asagainst 41702 MT during the preceding year the same has had a fairly good performanceon account of the satisfactory monsoon. The individual sales of the products with regardto the Fertiliser division have been as under:
| || || || |
| || || |
|Verticals ||Pro Rata Capacity MTA ||Sales Qty MTA ||Capacity utilisation ||Amt Rs. Crs. ||Avg. price Realisation Rs. lacs/ MT ||Sales Qty MTA ||Capacity utilisation ||Amt Rs. Crs. ||Avg. price Realisation Rs. lacs/ MT |
|SSP ||100000 ||53536 ||53.50% ||43.77 ||0.08 ||33437 ||33.40% ||26.14 ||0.08 |
|SOP ||20000 ||4345 ||21.70% ||15.27 ||0.35 ||5349 ||26.70% ||17.78 ||0.33 |
|NPK ||18000 ||1612 ||9.00% ||2.43 ||0.15 ||2105 ||11.70% ||3.4 ||0.16 |
|SC ||12000 ||987 ||8.20% ||0.6 ||0.06 ||811 ||6.80% ||0.52 ||0.06 |
|Total ||150000 ||60480 || ||62.08 || ||41702 || ||47.84 || |
As regards the cattle feed division which is operated only to the extent of utilisingof the spent acid generations from the Dye-intermediates division has achieved a sale of1614 MT at a capacity utilisation of 36% as against 2070 MT at a utilisation of 46%during the preceding year.
Finally with regard to the Acid division in view of the increase in captiveconsumption on account of better capacity utilisation of theFertiliser divisions therehas been a corresponding reduction in sales volume of acid though the overall capacityutilisation remained at around 90%.
3. Operational Performance During The Last 5 Years:
Viewing the operational performance over the years the company has till last year beenmaintaining steady progress over the years in terms of sales and profits. However onaccount of the planned revamping of the Dye- intermediate plants during the year hasresulted in the decline in the Sales visa-vis the profits. However the Company has stillbeen maintaining its operational efficiency as can be observed from the cost of Rawmaterial to sales and the Profitability margins such as EBIDTA margin and PAT margin.
With continues efforts on improvement in process yields better cost control by way ofbetter inventory management has reflected in terms of reduction in the raw material costfrom 68.5% in FY2018 to 62.5% during FY 2020. With better operational efficiency theEBIDTA margins have also been maintained at 15.3% as achieved during the preceding twoyears.The PAT margin has also improved to10.2% of the sales as against the single digitfigures over the last 5 years.
The improvements in the other operational parameters over the last 5 years has been asunder:
The Tangible Net Worth of the Company grew from Rs.162.84 Crs in FY16 to Rs.293.81Crsin FY20consequently the book Value per share has improved from Rs.53.88 per share inFY2016to Rs. 95.27 in FY2020 recording cumulative growth of 47.1% during the period. Thebook value per share grew from Rs.53.88/ share in FY16 to Rs.92.58/ share as on FY 20recording a growth of 76.8% over the period.
4. Current Expansions And Projects In The Pipeline:
As you are aware that we have taken up expansions by way of setting up the 5thunit which is proposed to be implemented in two phases. The first phase of which as perthe original plan was to be completed and commissioned during FY 201920 & 2020-21.
In this regard It may be recalled that your company had acquired a plot of landadmeasuring 40000 Sq. Mts. for the 5th unit at Add. Lote MIDC for setting up additionalmanufacturing capacities for Dyes Dye-Intermediates and other Sulphur based Chemicalsfor which we had already received Consent to Establish (CTE) from the MPCB for theInorganic Products and had also received the TOR clearance from the SEIA for the OrganicProducts. However in view of certain local issues the MIDC had converted the saidIndustrial area into a Non-chemical zone. As a result we were forced to surrender theplot back to MIDC. We have now acquired a plot admeasuring 34408 sq. Mts. In proper LoteMIDC and were thus required to put afresh all applications to the various governmentdepartments for clearances.
We have now received fresh consent to establish (CTE) from the MPCB for the inorganicproducts for our new location at plot No.D-10 MIDC Lote and have also received the TORclearance for the organic products based on which we have already submitted our finalapplication for grant of EC for the Organic products. The same is expected shortly. In theprocess we have thus lost valuable time of over a year. The situation has furtheraggravated by way of lockdown and work from home (WFH) for our Administrative and officestaff due to the current pandemic situation. Never the less; we have in the meanwhileplaced orders for all the major bought-out Machinery &Equipments as also startedfabrication work at different vendor sites for the various fabricated equipments required.The commissioning of the plants has thus been rescheduled and would commenceone-after-another starting from December 2020 and expected to be completed by end Q-1 FY2021-22.
As regards our Investments by way of takeover of KPPL in October 2017 we havesince been in a position to turn around the performance of the unit which today isoperating quite satisfactorily. We have also installed a sulphuric acid plant of 100 TPDcapacity in KPPL along with a captive power plant of 700 KW capacity based on waste heatgenerated in the manufacture of Sulphuric acid. The said plants have been commissioned inthe 1st half of FY2019 and are operating satisfactorily.
You may also recall that encouraged by the demand of SSP in Central and Northern Indiawe were in the process of takeover of a unit engaged in the Manufacture of SSP in MP withan installed capacity of 1.50 Lakh MTA through NCLT under the IBC Code wherein SPCFL hadbeen adjudged the Highest Bidder. Our offer was accepted vide order of the NCLT Dt20thMarch 2020 received by us in April 2020. We have already taken over possession of theunit and have also completed repair and renovation of the plant. The Power and Waterconnection have been reconnected and the plant has been commissioned on 10thJune2020. We have now proposed to setup a DCP plant in the said unit with a capacity of3600 MTA at a capital cost of Rs.500Crs.
With the aforesaid acquisition we thus have a total capacity for manufacture of 3.5lakh MTA of SSP between the 3 units all marketing under the "Pushkar" banner.We are thus now capable to cater to a much wider market comprising of nearly the entirewestern strip starting from the state of Punjab in the North and extending throughHaryana Himachal Pradesh western parts of UP the Eastern parts of Gujrat &Rajasthan MP Chhattisgarh right up to Maharashtra. Development of the marketing networkmay take a little time never the less the manufacture of fertilisers thus now standsalso as one of our major product verticals in addition to the Dyes &Dye-intermediates.
The earlier proposal for setting up a solar power plant of 2.5 MWp capacity under the"Open Access Working" scheme of MSEDCL. This project has currently been stalledconsidering the current COVID-19 Pandemic. We propose to take-up the same at anappropriate time in the near future after the effects of the Pandemic situationnormalizes.
5. Industry Structure And Developments:
Globally the dye & dyestuff industry has been experiencing on the whole animpressive growth. Initially the industry's production bases were mostly in the westhowever during the last two decades they have been shifting to the East predominantlyto China followed to a lesser extent to India. The Indian dyestuff sector whichpreviously used to cater to the needs of the domestic textile industry now has not onlyenhanced its reach in the domestic market but has also gradually made a significantappearance in the global arena.
The Indian Dye stuff industry comprises of around 50 large & medium productionfacilities belonging to the organized sector contributing to about 65% of the totaldyestuffs manufactured in India the remaining coming from around 900 odd small units inthe unorganized sector. Although Dyes find several applications in industries the textileindustry accounts for nearly 80% of the dyes and dyestuffs consumption. Thus the growthof the textile and leather industry directly impacts the growth of the dyes industry. Dueto the availability of necessary raw materials the regional dominance is of Gujarat andMaharashtra wherein nearly 90% of dyestuff production occurs within these 2 states.
All types of dyes are produced in India and are exported globally of which ReactiveDyes account for a lion's share of close to 50%. In Value terms the exports of dyes &dyestuffs from India was estimated at US$ 2.4 billion in 2017 with Synthetic organiccolouring matter occupying more than 88% share of this export market.
Despite the fact that India started out as an importer for dyes due to its persistentgrowth India now exports dyes and dye-intermediates to mostly all the countries it onceimported them from exporting to various major economies including USA Europe TurkeyBangladesh and of late China.
The Chinese factor: The Dyes and Pigments sector in the last few years hasbenefited from the China factor as increased compliance norms had led to closure ofvarious chemical manufacturing facilities in China mainly due to environment compliancefactors. Consequently prices of key dye intermediates had already moved up substantiallyfrom their average prices. The current problem of the COVID-19 pandemic is seen to havinga more pronounced effect than the situation a few years back. Pandemic started in Wuhan inDecember 2019. Wuhan is situated in Hubei Province of China the hub for Dyes and Dyes Rawmaterial the epicenter of the epidemic - Wuhan along with adjacent Henanprovincecontributes to nearly 90% of the China's production of Intermediates mostof the plants in these provinces having already closed. Due to the COVID-19 pandemic theshipments from China were stopped during January/February 2020.
Since globally India and China are the major suppliers of dye intermediates somedemand may have been expected to shift from China to India however back home the currentcapacity utilization for Indian players does not look very encouraging on account of theflight of migrant workers from the Industrial towns & cities besides the fact ofreduced availability and volatility in the prices of key raw material for similar reasons.
Our company however due to the integrated operations remains better placed in thedays to come more so in view of our ongoing expansion going onstream by the end of thefinancial year.
6. Opportunities And Threats:
The dyestuff industry has been witnessing turbulent times in the past two decades. Thedecline of the traditional producers in the developed world and the simultaneous ascentof new ones in Asia particularly India and China is arguably one of the most significantopportunities ever seen in this industry. The shift has been quite swift and followed bythe migration of end-user industries - notably textiles and leather - to low costeconomies of Asia. And now with the changing scenario of the Industry moving towards Indiais thus opening up great vistas ushering in great opportunity for this sector in India.
Further a good monsoon during the year resulted in good off take of fertilisers bothduring the Kharif and Rabi seasons. Added to this was the streamlining of the disbursalprocedure of subsidy which had earlier experienced long holdups through the newlyintroduced DBT & POS system of disbursal.
Such unanticipated as well as uncertain factor with their hurdles and setbacks greatlyaffect the financial and operational parameters of the economy of which we are an integralpart. These factors along with other effects such as unpredictable climatic conditionsthe impact of a volatile FE market the Geo-political situations as also the dependenceon Government policies and decisions requiring long implementation and stabilizationperiods all of which ultimately impact the overall performance of the industry.
These are all factors which are beyond the control of the private enterprise and wouldcontinue to be a challenge.
7. Future Outlook:
As mentioned earlier due to the current Pandemic situation triggered by the COVID-19the Dyes and Dye intermediates market has slowed down considerably. However judging fromthe situation during the last couple of months we anticipate the market to return toreasonable operating levels by the end of the Financial Year though at a slowpace. Theimprovement in the pricing of the products may however take a slightly longer time.
Credit rating: The external credit rating of your company continues at the earlier"A (+)" with "the outlook on long term rating at Stable" and"A1" on short term scale respectively by ICRA which has been as a result ofour strict cost control and financial discipline.
8. Risks & Concerns:
After a steady market position in the 1stquarter of FY 2019-20 the dyes andintermediate market from the 2nd Quarter has been witnessing a steady slowdown in thedemand and pricing mainly on account of a global economic slow-down extending over thesubsequent quarters of the year. Political factors such as the disturbance in Europe onaccount of Brexit The Sino-US trade war and similar situations have had great influenceon the global economy which we have also been experiencing.
Further with the tightening of the already prevailing stringent pollution control normsin India poses a need for improved economies of scale involving larger capital outlayspose a threat to the industry specifically to the units in the unorganized sector.
9. Changes In The Nature of Business:
There are no changes in the nature of business of the company and its subsidiary duringthe financial year under review.
The Company has already paid an interim dividend of 5% in the 4th Quarter ofthe year vide its Board Meeting dated 14th February 2020. Howeverconsidering the current slowdown on account of the pandemic as also considering thecurrent expansion projects in pipeline the Board of Directors with a view to conserveupon the limited resources at this point of time does not propose any further dividendfor the current financial year 2019-20.
11. Transfer To Reserves:
During the year under review no amount from profit was transferred to general reserve.
12. Share Capital And Changes in it:
Authorised Share Capital:
The Authorised Share Capital of the is Rs.320000000/- (Rupees Thirty Two CroresOnly) divided into 32000000 (Three Crores Twenty Lacs Only) equity shares of Rs.10/-(Rupees Ten Only) each. There has been no change in the Authorized Share Capital of theCompany in the financial year.
Issued and Paid Up Share Capital:
The Company has paid up share capital of Rs.308364070/- (Rupees Thirty Crores EightyThree Lacs Sixty Four Thousand Seventy Only) divided into 30836407 (Three Crores EightLacs Thirty Six Thousand Four Hundred and Seven Only) equity shares of Rs.10/- each as on31st March 2020.
Allotment of Equity Shares during the year:
During financial year the Company has allotted 112097 (One Lac Twelve ThousandNinety Seven Only) Equity Shares vide Board Resolution passed in the Board meeting dated31st August 2019 to the shareholders of Kisan Phosphates Private Limited foracquisition of remaining stake of the Kisan Phosphates Private Limited.
13. Details pertaining to Shares in Suspense Account:
During the year there was no transfer of shares to IEPF suspense account.
14. Material changes and commitments between the end of the financial year and date ofthe report affecting financial position:
There are no material changes or commitments affecting the financial position of theCompany happened between the end of the financial year and the date of the Report.
15. Details in respect of any scheme of provision of money for purchase of own sharesby Employees or by Trustees for the benefit of employees:
During the year under review there was no any scheme approved and initiated by theCompany as required under section 67 of the Companies Act 2013.
16. 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.
The Board of Directors of the Company at present comprises of 7 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 Four Independent Non-Executive Directors.
The details are as below:-
|Mr. Punit Makharia ||01430764 ||Chairman & Managing Director |
|Mr. Gautam Makharia ||01354843 ||Joint Managing Director |
|Mr. Ramakant Nayak ||00129854 ||Independent Director |
|Mr. Dinesh Modi ||00004556 ||Independent Director |
|Mr. Satpal Arora ||00061420 ||Independent Director |
|Mr. Nirmal Kedia ||00050769 ||Independent Director |
|Mrs. Ranjana Makharia ||07708602 ||Non Executive Director |
Appointment/ Reappointment/ Retirement by Rotation:
Mr. Gautam Makharia Joint Managing Director and Mrs. Ranjana Makharia Non ExecutiveDirector are liable to retire by rotation and being eligible for re appointment hasoffered themselves for re appointment. Accordingly the proposal has been included forretirement of these directors by rotation and reappointment of them in the forthcomingannual general meeting.
18. 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 the 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.
19. Directors' Disqualification:
None of the directors of the Company is disqualified as per the provision of section164of the Companies Act 2013 or listing regulation or any other law as may be applicableas on 31st March 2020.
20. 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 read with the Schedules and Rules issued there under as well asSEBI (Listing Obligation And Disclosure Requirements) Regulations 2015.
c) Company's Policy on Directors appointment and Remuneration:
The Nomination and Remuneration Committee (hereinafter the "NRC") has put ina place the policy on Board diversity for appointment of directors taking intoconsideration qualification and wide experience of the directors in the fields of bankingfinance regulatory administration legal etc.
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 as to qualifications positive attributes independence of a Director and othermatters as required under Section 178 sub-section 3 of the Companies Act 2013 isavailable on the website of the Company www.shreepushkar.com. 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 annual evaluation of the performance of the Boardits Committees and of individual Directors and the manner in which such performanceevaluation was carried out is as under:
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) Related Party Transaction:
Your Company has formulated Policy on dealing with and Materiality of Related PartyTransactions and Policy on Related Party Transaction in accordance with the amendments tothe applicable provisions of the Listing Regulations on related party transactions and thesame are available on the website of the Company at www.shreepushkar.com. These policiesdeal with the review and approval of related party transactions. The Board of Directorshas approved the criteria for making the omnibus approval by Audit Committee within theoverall framework of the policy on related party transactions. Prior omnibus approval isobtained for related party transactions which are repetitive in nature and entered in theordinary course of business and at arm's length basis.
All related party transactions that are 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.
During the year there are no transactions of the listed entity with any person orentity belonging to the promoter/ promoter group which holds 10% or more shareholding inthe listed entity. However transaction entered into with related parties have beendisseminated in the format prescribed in the relevant accounting standards on stockexchanges pursuant to regulation 23 of listing regulations.
The details of the related party transactions as per Indian Accounting Standards (INDAS) are set out in the Financial Statements of the Company. Form AOC - 2 pursuant toSection 134(3)(h) of the Companies Act 2013 read with Rule 8(2) of the Companies(Accounts) Rules 2014 is set out in the Annexure "6" to this report.
f) Risk Management Policy:
During the year Management of the Company have evaluated the existing Risk Managementof the Company to make it more focused in identifying and prioritizing the risks role ofvarious executives in monitoring & mitigation of risk and reporting process. Its aimis to enhance shareholders value and provide an optimum risk-reward tradeoff.
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 grievances frauds andmismanagements. The details of the same are explained 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 and to maintain its objectivity and independence theInternal Audit 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:
During the year our investment remains unchanged in the Kisan Phosphates PrivateLimited a wholly owned subsidiary Company. The details of loans and guarantees arementioned in the notes to the standalone financial statements for the year ended 31stMarch 2020.
Whereas pursuant to order of the Honorable National Company Law Tribunal AhmadabadBench has approved the Resolution Plan for Madhya Bharat Phosphates Private Limited videits Order dated 5th March 2020 and as per Clause 7.3 of the approvedResolution Plan the Company as Resolution Applicant has acquired 100% of the existingpaid up share capital of the from existing shareholders of the Company at a tokenaggregate amount of Rs.1/- (Rupee One Only).
21. Board Meetings Board Of Directors Key Managerial Personnel & Committees OfDirectors:
a) Board of Directors:
At present the Board of Directors is consists of 7 Directors namely Mr. Punit Makhariaas Chairman and Managing Director (hereinafter the 'CMD') Mr. Gautam Makharia as JointManaging Director (hereinafter the 'JMD') Mrs. Ranjana Makharia- Non Executive Directorfrom the Promoter group and Mr. Ramakant Nayak Mr. Dinesh Modi Mr. Nirmal Kedia and Mr.Satpal Kumar Arora as Non-Executive Independent Directors.
b) Board Meetings:
The Board of Directors of the Company met 5 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 there was no change in the Board of Directors of theCompany.
During the financial year Mr. Ratan Jha Chief Financial Officer of the Company hasresigned from his position on 19th June 2019 whereas Mr. Deepak Beriwala hasbeen appointed as Chief Financial Officer with effect from 3rd June 2019.
CS Satish Chavan Company Secretary and Compliance Officer of the Company has expressedhis inability to continue owing to his personal reason and accordingly resigned witheffect from 10th January 2020.
The Company is in process of appointing suitable candidate to fill up the vacancy ofCompany Secretary and Compliance Officer but the same has been delayed due tounprecedented lockdown declared by the Central Government at the Outbreak of COVID-19.
As per Sec.152 of the Companies Act 2013 and Articles of Association of the Companythe executive nonindependent 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. Gautam Makharia Joint Managing Director and Mrs. Ranjana Makharia NonExecutive Director are liable to retire by rotation and being eligible have offeredthemselves for reappointment.
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
4. Mr. Satpal Kumar Arora
The Company has received necessary declarations from each Independent Director pursuantto section 149(7) of the Companies Act 2013 that they meet the criteria of independenceas laid down in Section 149(6) of the Companies Act 2013.
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 ||Member ||Designation |
|1. Audit Committee ||Mr. Ramakant Nayak ||Chairman |
| ||Mr. Dinesh Modi ||Member |
| ||Mr. Punit Makharia ||Member |
|2. Nomination and Remuneration Committee ||Mr. Dinesh Modi ||Chairman |
| ||Mr. Ramakant Nayak ||Member |
| ||Mrs. Ranjana Makharia ||Member |
|3. Stakeholders' Relationship Committee ||Mr. Dinesh Modi ||Chairman |
| ||Mr. Ramakant Nayak ||Member |
| ||Mrs. Ranjana Makharia ||Member |
|4. Corporate Social Responsibility Committee ||Mr. Punit Makharia ||Chairman |
| ||Mr. Dinesh Modi ||Member |
| ||Mr. Gautam Makharia ||Member |
The further details as to number of meetings of the committees their dates etc. areprovided in the Corporate Governance Report.
22. 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.
23. Nomination And Remuneration Committee:
The Nomination and Remuneration Committee (hereinafter the "NRC Committee")comprises of Mr. Dinesh Modi (Chairman) Mr. Ramakant Nayak (Member) and Mr. RanjanaMakharia (Member) all Non - Executive Directors of the Company. During the year 2019-20two meetings of NRC Committee were held.
The Board has on the recommendation of the NRC framed a policy for selection andappointment of Directors Key Managerial Personnel Senior Management and theirremuneration. The policy relating to the remuneration for the Directors Key ManagerialPersonnel and other employees is disclosed as Annexure "5".
24. Stakeholders' Relationship Committee:
The Stakeholders Relationship Committee comprises of Mr. Dinesh Modi (Chairman) Mr.Ramakant Nayak (Member) and Mr. Ranjana Makharia (Member) Non-Executive Directors of theCompany. The Committee met Four times during the year details of which are reproducedunder the appropriate section of Corporate Governance Report.
25. Corporate Governance:
At Shree Pushkar Chemicals & Fertilisers Limited we ensure that we evolve andfollow the good Corporate Governance practices. The Company adheres to the requirementsset out by the Securities and Exchange Board of India's Corporate Governance practices andhave implemented all stipulations prescribed. As a listed Company we submit 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 ofCorporate Governance are made part of the Directors' Report.
26. 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 needs to be transferred to the account administered by the Central Government viz:"Investor Education and Protection Fund".
During the year there were no transfers to IEPF as there were no unclaimed dividends.
27. Corporate Social Responsibility Initiatives:
As part of its initiatives under "Corporate Social Responsibility" (CSR) theCompany has already formed a CSR Committee comprising of Mr. Punit Makharia Chairman&Managing Director (Chairman) Mr. Dinesh Modi independent Director (Member) and Mr.Gautam Makharia 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's CSR Policy statement and annual report on the CSR activities undertaken duringthe financial year ended 31st March 2020 in accordance with Section 135 ofthe Act and Companies (Corporate Social Responsibility Policy) Rules 2014 is set out inAnnexure "1" to this report.
28. Social Connect:
The Company has connected socially through CSR activities only.
29. Significant & Material Orders Passed By The Regulators Or courts:
During the year there were no significant and material orders passed by the Regulatoror Courts except the Honorable National Company Law Tribunal Ahmadabad Bench hasapproved the Resolution Plan for takeover of Madhya Bharat Phosphates Private Limited bythe Company vide its Order dated 5th March 2020 and as per this Order theCompany has acquired 100% of the existing paid up share capital of the from existingshareholders of the Company
Cash and cash equivalents as on 31stMarch 2020 was Rs.70.59 Lacs (inearlier year it was Rs.37.22 lacs). The Company continues to focus on judicious managementof its working capital. Receivables inventories and other working capital parameters werekept under strict check through continuous monitoring.
31. 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 "4" 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 "4" to the Directors' Report.
32. Particulars Of Employees as per section 197(12) of the Companies Act 2013:
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 andmanagement are cordial during the year.
33. Disclosures Required Under Section 22 Of Sexual Harassment Of Women At Workplace(Prevention Prohibition And Redressal) Act 2013:
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at Work Place (Prevention Prohibition and Redressal)Act 2013. The policy covered all employees so they could directly make complaints to thecommittee if such situation arises. The Company affirms that during the year underreview the Company has complied with the provisions relating to Internal ComplaintsCommittee and no complaints were received by the Committee for redressal.
During the year under review your Company has remained listed its Equity Shares onNational Stock Exchange Limited (hereinafter the "NSE") and BSE Limited(hereinafter the "BSE").The Company has paid the listing fees and complied withlisting regulations.
35. Industrial Relations:
During the year under review your Company has cordial relationship with workers andemployees at all levels.
36. Subsidiary Companies:
A statement containing the salient features of financial statements of subsidiarycompanies of the Company is given in the prescribed Form AOC - 1 forms a part ofConsolidated Financial Statements (CFS) in compliance with Section 129 (3) and otherapplicable provisions if any of the Act read with Rule 5 of the Companies (Accounts)Rules 2014.
The Company has in accordance with the amendments to Listing Regulations revised thePolicy for determining material subsidiaries and accordingly Kisan Phosphates PrivateLimited - a wholly owned subsidiary of the Company has become material subsidiary of theCompany. The said policy may be accessed on the website of the Company at https://www.shreepushkar.com.
During the year the Honorable National Company Law Tribunal Ahmadabad Bench hasapproved the Resolution Plan for Madhya Bharat Phosphates Private Limited vide its Orderdated 5th March 2020 and accordingly the Company has acquired 100% of theexisting share capital of the Madhya Bharat Phosphates Private Limited making it whollyowned subsidiary company of the Company.
37. Consolidated Financial Statements:
In accordance with the provisions of Companies Act 2013 (hereinafter referred to as"the Act") Regulation 33 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (hereinafter referred to as"Listing Regulations") and applicable Accounting Standards the AuditedConsolidated Financial Statements of the Company for the financial year 2019-20 togetherwith the Auditors' Report form part of this Annual Report.
38. Auditors And Auditors' Report:
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 yearsin the Annual General Meeting held in August 2016 pursuant to provisions of section 139of the Companies Act 2013.
The Auditors' Report for the financial year ended 31st March 2020 on thefinancial statements of the Company is a part of this Annual Report.
The observation made in the Auditors' Report read together with relevant notes thereonunder Section 134 of the Companies Act 2013 are self-explanatory and hence do not callfor any further comments.
39. Reporting of Frauds:
During the year under review the Statutory Auditors had not reported any matter undersection 143(12) of the Companies Act 2013 therefore no details are required to bedisclosed under section 134(3) of the Companies Act 2013.
40. 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 thefinancial year 2019-20. The Company has complied with Secretarial Standards issued by theInstitute of Company Secretaries of India on Meetings of the Board of Directors andGeneral Meetings. The Secretarial Audit Report is annexed to this report as Annexure"7". observation made in the Secretarial Audit Report read together withrelevant notes thereon are self-explanatory and hence do not call for any furthercomments. The Secretarial Audit Report does not contain any qualification or adverseremarks.
The Secretarial Compliance Report for the financial year ended 31st March2020 in relation to compliance of all applicable SEBI Regulations/circulars/ guidelinesissued there under pursuant to requirement of Regulation 24A of Listing Regulations isset out in Annexure "8" to this report. The Secretarial Compliance Report hasbeen voluntarily disclosed as part of Annual Report as good disclosure practice.
41. Cost Auditor:
The Company is required to maintain cost records for certain products as specified bythe Central Government under sub-section (1) of Section 148 of the Act and accordinglysuch accounts and records are made and maintained in the prescribed manner.
The Board of Directors of the Company has appointed M/s. Dilip Bathija CostAccountant as the Cost Auditor of the Company to conduct the audit of cost records ofcertain products for the financial year 2020-21.
The remuneration proposed to be paid to the Cost Auditor subject to ratification bythe members of the Company at the ensuing 27th AGM would not exceed Rs.50000(Rupees Fifty Thousand Only) excluding taxes and out of pocket expenses if any.
The Company has received consent from M/s. Dilip Bathija Cost Accountant to act asthe Cost Auditor for conducting audit of the cost records for the financial year 2020-21along with a certificate confirming their independence and arm's length relationship.
42. Code of Conduct:
The Company is committed to conducting its business in accordance with the applicablelaws rules and regulations and highest standard of business ethics. In recognitionthereof the Board of Directors has implemented a Code of Conduct for adherence byDirectors Key Managerial Personnel Senior Management Personnel and Employees of theCompany. The Code of Conduct is dealing with ethical issue and also fosters a culture ofaccountability and integrity. The Code is in accordance with the requirements of ListingRegulations and has been posted on the Company's websites www.shreepushkar.com
All the Board members and Senior Management Personnel have confirmed compliance withthe Code.
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
Chairman & Managing Director
Date: 2nd September 2020.
301/302 Atlanta Tower
Sonawala Lane Goregaon (East)
Mumbai - 400 063
Statements in this Directors' Report and Management Discussion and Analysis describingthe Company's objectives projections estimates expectations or predictions may be"forward-looking statements" within the meaning of applicable securities lawsand regulations. Actual results could differ materially from those expressed or implied.Important factors that could make difference to the Company's operations include rawmaterial availability and its prices cyclical demand and pricing in the Company'sprinciple markets changes in Government regulations Tax regimes economic developmentswithin India and the countries in which the Company conducts business and other ancillaryfactors.