You are here » Home » Companies ยป Company Overview » Shree Pushkar Chemicals & Fertilizers Ltd

Shree Pushkar Chemicals & Fertilizers Ltd.

BSE: 539334 Sector: Industrials
NSE: SHREEPUSHK ISIN Code: INE712K01011
BSE 00:00 | 08 Feb 177.15 5.90
(3.45%)
OPEN

171.00

HIGH

178.20

LOW

169.55

NSE 00:00 | 08 Feb 177.35 7.00
(4.11%)
OPEN

172.00

HIGH

179.00

LOW

169.15

OPEN 171.00
PREVIOUS CLOSE 171.25
VOLUME 9017
52-Week high 323.90
52-Week low 153.40
P/E 27.55
Mkt Cap.(Rs cr) 560
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 171.00
CLOSE 171.25
VOLUME 9017
52-Week high 323.90
52-Week low 153.40
P/E 27.55
Mkt Cap.(Rs cr) 560
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 & Fertlisers Limited

Your Directors have pleasure of presenting before you the 28th Annual Reportof your Company along with the Audited Accounts of the Company for the financial yearended March 31 2021.

1. Summary Of Financial Results:

The Company's financial performance for the year ended March 31 2021 as compared tothe previous financial year is summarized below:

(Rupees in Lacs)

PARTICULARS YEAR ENDED 31/03/2021 YEAR ENDED 31/03/2021 YEAR ENDED 31/03/2020 YEAR ENDED 31/03/2020
Consolidated Standalone Consolidated Standalone
Total Revenue 36165.15 26018.30 34965.40 28767.94
Profit Before Interest Depreciation & Tax 4995.30 3791.18 5357.54 4421.24
Depreciation for the year 1264.80 887.11 1145.47 898.75
Interest Cost 145.16 92.85 212.93 107.90
Profit Before Taxation 3585.34 2811.22 3999.14 3414.59
Provision for Income Tax 521.52 471.00 620.65 564.00
Provision for Deferred Tax 210.14 23.14 -192.62 -258.39
Profit After Taxation 2853.69 2317.08 3571.11 3108.98
Add: Profit Brought Forward from Previous Year 20373.14 19380.22 17796.81 17019.14
Less: Dividend Including Dividend Distribution Tax - - -741.47 -741.47
Add/Less: Other Comprehensive Income for the year net of tax 6.55 5.98 -7.32 -6.43
Less: Debenture Redemption Reserve -246.00 - -246.00 -
Balance carried to Balance Sheet 22987.38 21703.28 20373.14 19380.22

2. Operations Of Company and Subsidiary Company:

During the year under review the Consolidated Revenue from operations of your companyhas been at Rs. 35493.37 lacs an increase of 2.48 % over the preceding year's revenue ofRs. 34633.43 Lacs. The Sales contribution from M/s Kisan Phosphates Private Limited(KPPL) our fully owned subsidiary has been at Rs. 7009.16 lacs as against Rs.6196.38lacs achieved in the preceding year recording an improvement of 13.12%. The Salescontribution from M/s Madhya Bharat Phosphates Private Limited (MBPPL) our fully ownedsubsidiary has been at Rs. 3108.33 lacs.

The Sale of fertilisers in KPPL has been commendable recording a sale of 72020 MT atRs.59.90/- Crs in Fertilisers clocking an average utilisation of 72.02%.

The Sale of fertilisers in MBPPL has been commendable recording a sale of 36298 MT atRs. 31.08 Crs in Fertilisers the year 2020-21 is the first operational period of thecompany MBPPL for 9 months period.

As regards the standalone performance of your company the Revenue from operations havebeen at Rs. 25375.88 lacs a decline of 10.76 % over the preceding year. The exportsduring the year contributed by the Dyes and Intermediates divisions have been atRs.5524.83 Lacs as against Rs. 7269.54 lacs last year a decline of 24%. Our importshave been mainly in terms of Rock Phosphate for our fertiliser Division and to a lesserextent of certain fine chemicals for our intermediates' division totally amounting to Rs.3545.30 lakhs.

The decline in sales both domestic & Exports and the consequent decline in marginsand profitability could be attributed mainly to the Covid -19 Pandemic. The slowdown inthe economy starting from Q1 of FY 2020-21 ended with the Gradual opening of things in Q3of FY 2020-21. The devastating effects of the pandemic in terms of overall lockdownimposed on all operational systems including production transport logistics etc. hasresulted in an unprecedented hit on the overall trade & commerce bringing it down toa near halt position not only in the country but affecting throughout the globe of whichwe all are aware. During this period the whole country was closed for almost six monthswhich has impacted your company also. This slowdown witnessed globally including Indiahas resulted not only in lowering of demands but also a compression on the pricerealizations which impacted the performance typically in the chemicals divisions.

The standalone vertical wise quantitative Sales for the FY2020-21 vis-a-vis that of FY2019-20 is as under:

FY 2020-21 FY 2019-20 FY 2020-21 FY 2019-20
VERTICALS Sales Qty MTA Amt Rs. Crs. Sales Qty MTA Amt Rs. Crs. % share in Revenue
Chemicals Dyes and Dyes Intermediates 16573 178.82 13806 217.10 70% 76%
Fertilizer and Allied Products 73244 74.94 62094 67.27 30% 24%
Total 253.76 284.37 100% 100%

3. Operational Performance on consolidated basis 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 thedecline in sales both domestic & Exports and the consequent decline in margins andprofitability could be attributed mainly to the Covid -19 Pandemic. However the Companyhas still been maintaining its operational efficiency as can be observed from the cost ofRaw material to sales and the Profitability margins such as EBIDTA margin and PAT margin.

Our continued efforts on improvement in the process yields better cost controlmeasures and better inventory management helped in reducing the raw material cost from68.89% in FY2018 to 59.73% during FY 2021. Operating efficiency has resulted in betterprofitability of the Company. Going ahead as the capacity utilization increasesoperating leverage will play and have a positive impact on the overall profitability ofthe Company.

4. Changes in the Nature of the Business:

The Company continues to be engaged in the activities pertaining to manufacturing ofChemicals and Fertilisers products. There are no changes in the nature of business of theCompany and its subsidiary during the financial year under review.

5. Dividend:

Your Directors are pleased to recommend dividend of Rs.1/- (Rupees One only) per equityshare having face value of Rs.10/- each for the financial year 2020-21. The dividend ifdeclared at the AGM would be paid/ dispatched within thirty days from the date ofdeclaration of dividend to those Members/ Beneficial holders as on Book Closure date fixedfor the said purpose.

6. Transfer To Reserves:

During the year under review no amount from profit was transferred to general reserve.

7. 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 onMarch 312021.

8. Details pertaining to Shares in Suspense Account:

During the year there was no transfer of shares to IEPF suspense account.

9. Material changes and commitments between the end of the financial year and date ofthe report affecting financial position:

Except as disclosed elsewhere in this report no material changes and commitments whichcould affect the Company's financial position have occurred between the end of thefinancial year of the Company and date of this report except for a proposal for issue ofwarrants convertible into equity on preferential basis to the Promoters. The members atthe Extra Ordinary General Meeting held on July 05 2021 approved the same by passingSpecial Resolution for allotment of 789473 warrants of Rs. 190.00/- each convertibleinto equity shares to the Promoters and the process for allotment of warrants is initiatedhereafter subject to all statutory approvals and compliances.

10. 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.

11. 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.

12. Matters Related to Board of Directors

a) Composition:

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 consists of one Managing Director one Joint Managing Directorone Non-Executive Director and Three 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 Non Executive Director
Mr. Satpal Arora 00061420 Independent Director
Mr. Ishtiaq Ali 02965131 Independent Director
Mrs. Barkharani Harsh Nevatia 08531880 Independent Director

b) Appointment/ Reappointment/ Retirement by Rotation:

During the year under review following changes took place in the Board Composition.

Mr. Nirmal Kedia ceased to be associated with the Company on account of his resignationfrom the position of Independent Director of the Company with effect from 2ndOctober 2020. The Board places on record its appreciation for the services rendered byMr. Nirmal Kedia during his tenure as Independent Director of the Company.

Mrs. Barkharani Harsh Nevatia erstwhile known by the name Ms. Barkharani Choudhary wasappointed as an Additional Director under the category of Independent Non-ExecutiveDirector by the Board with effect from November 10 2020. Mrs. Barkharani Harsh Nevatiaholds office upto the ensuing Annual General Meeting of the Company and is eligible forappointment as Director in compliance provisions of the Companies Act 2013. A briefprofile of Mrs. Barkharani Harsh Nevatia is given in the Notice convening the AnnualGeneral Meeting. The Board recommends to the members the appointment of Mrs. BarkharaniHarsh Nevatia as an Independent Non-Executive Director in the ensuing Annual GeneralMeeting of the Company.

Mr. Ishtiaq Ali was appointed as an Additional Director by the Board with effect fromAugust 12 2021. Mr. Ishtiaq Ali holds office upto the ensuing Annual General Meeting ofthe Company and is eligible for appointment as Director in compliance provisions of theCompanies Act 2013. The Board recommends to the members the appointment of Mr. IshtiaqAli as an Independent Non-Executive Director in the ensuing Annual General Meeting of theCompany.

Mr. Soumendra Nath Sengupta ceased to be the Associate Director of the Company due tohis sad demise on February 20 2021. The Board greatly appreciates his immensecontribution in the progress of the Company achieved so far.

In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Ramakant Nayak Non-Executive Director of the Company retire by rotation atthe ensuing Annual General Meeting and being eligible offers himself for re-appointment.The Board recommends to the members the appointment of Mr. Ramakant Nayak as aNon-Executive Director in the ensuing Annual General Meeting (AGM) of the Company.

Necessary resolutions for the appointment/reappointment of the aforesaid Directors isincluded in the Notice convening the ensuing AGM and details of the proposal forre-appointment are mentioned in the Explanatory Statement to the Notice.

13. 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.

14. Directors' Disqualification:

None of the directors of the Company is disqualified as per the provision of section164 of the Companies Act 2013 or listing regulation or any other law as may beapplicable as on March 312021.

15. 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:

Pursuant to sections 92(3) and 134(3)(a) of the Act read with Rule 12 of Companies(Management and Administration) Rules 2014 (as substituted by the Companies (Managementand Administration) Amendment Rules 2021 dated 05.03.2021) a copy of the annual returnis made available on the website of the Company at www.shreepushkar.com.

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 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 payable to Directors is determined by the contributions made by therespective 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. and is annexed as Annexure"6" and forms part of this Report. We affirm that the remuneration paid to theDirectors is as per the terms laid out in the Nomination and Remuneration Policy of theCompany.

d) Board Evaluation:

Provision of the Regulation 17 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 mandates that the Board shall monitor and review theBoard evaluation framework. The Schedule IV of the Companies Act 2013 states that theperformance evaluation of the Independent Directors shall be done by the entire Board ofDirectors excluding the Director being evaluated.

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 performance of the Board and Committees was evaluated by the Board with thehelp of inputs received from all the Directors and the Committee members on the basis ofthe criteria such as the Board composition and structure effectiveness of Boardprocesses information and functioning exercise of responsibilities in a bona fide mannerin the interest of the Company striving to attend meetings of the Board of Directors/Committees of which he/she is a member/ general meetings participating constructively andactively in the meetings etc.

The Board is overall of the opinion that the Independent Directors have contributedthrough the process of Board and Committee meeting of which they are members in effectivemanner as per as their expertise in their field and needs of the organization. Thesuggestions and contributions of the Independent Directors in the working of the Board\Committee were satisfactory and the value addition made by such Independent Directorsindividually and as a team is commendable.

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.

However transaction entered into with related parties have been disseminated in theformat prescribed in the relevant accounting standards on stock exchanges pursuant toregulation 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 "2" to this report.

f) Risk Management Policy:

The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives and thus in pursuance of the same it has formulated aRisk Management Policy to ensure compliance with regulation 17 and 21 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

We have an integrated approach to managing risks inherent in various aspect of ourbusiness. During the year Management of the Company have evaluated the existing RiskManagement of the Company to make it more focused in identifying and prioritizing therisks role of various executives in monitoring & mitigation of risk and reportingprocess. Its aim is to enhance shareholders value and provide an optimum risk-rewardtradeoff.

The Management evaluated various risks and that there is no element of risk identifiedthat may threaten the existence of the Company. The Company's internal control systems arecommensurate with the nature of its business and the size and complexity of itsoperations. Significant audit observations and follow up actions thereon are reported tothe Audit Committee and the risk management policy is available on the website of thecompany at www.shreepushkar.com

g) Whistle Blower Policy / Vigil Mechanism:

The Board of Directors of the Company has pursuant to the provisions of Section 177(9)of the Companies Act 2013 read with Rule 7 of the Companies (Meetings of Board and itsPowers) Rules 2014 framed "Whistle Blower Policy" for Directors and employeesof the Company to provide a mechanism which ensures adequate safeguards to employees andDirectors from any victimization on raising of concerns of any violations of legal orregulatory requirements incorrect or misrepresentation of any financial statements andreports etc.

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:

The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect ofconservation of energy technology absorption foreign exchange earnings and outgo etc.are furnished in Annexure "4" which forms part of this Report.

k) Particulars of Loans Guarantees and Investments under Section 186 of the CompaniesAct 2013:

Details of Loans granted Guarantees given or Investments made during the year underreview covered under the provisions of Section 186 of the Companies Act 2013 are givenin the notes to the Financial Statements.

16. Board Meetings Board Of Directors Key Managerial Personnel & Committees OfDirectors:

a) Board of Directors:

At present the Board of Directors is consists of 6 Directors namely Mr. Punit Makhariaas Chairman and Managing Director (hereinafter the 'CMD') Mr. Gautam Makharia as JointManaging Director (hereinafter the 'JMD') Mr. Ramakant Nayak Non-Executive Director Mr.Satpal Kumar Arora Mr. Ishtiaq Ali and Mrs. Barkharani Harsh Nevatia as Non-ExecutiveIndependent 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.

c) Changes in Directors & Key Managerial Personnel:

During the year under review following changes took place in the Board Composition andKey Managerial Personnel:

Mr. Nirmal Kedia ceased to be associated with the Company on account of his resignationfrom the position of Independent Director of the Company with effect from October 2 2020.The Board places on record its appreciation for the services rendered by Mr. Nirmal Kediaduring her tenure as Independent Director of the Company.

Mrs. Barkharani Harsh Nevatia erstwhile known by the name Ms. Barkharani Choudhary wasappointed as an Additional Director by the Board with effect from November 10 2020. Mrs.Barkharani Harsh Nevatia holds office upto the ensuing Annual General Meeting of theCompany and is eligible for appointment as Director in compliance provisions of theCompanies Act 2013.

Mr. Ishtiaq Ali was appointed as an Additional Director by the Board with effect fromAugust 12 2021. Mr. Ishtiaq Ali holds office upto the ensuing Annual General Meeting ofthe Company and is eligible for appointment as Director in compliance provisions of theCompanies Act 2013. The Board recommends to the members the appointment of Mr. IshtiaqAli as an Independent Non-Executive Director in the ensuing Annual General Meeting of theCompany.

Mr. Nitesh Pangle was appointed as the Company Secretary and Compliance Officer of theCompany w.e.f. December 01 2020. Upon such appointment Mr. Nitesh Pangle is consideredas the key managerial personnel pursuant to the provisions of Section 203 of the CompaniesAct 2013 and also the Compliance Officer of the Company under Regulation 6(1) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

Mr. Soumendra Nath Sengupta ceased to be the Associate Director of the Company due tohis sad demise on February 20 2021. The Board greatly appreciates his immensecontribution in the progress of the Company achieved so far.

d) Re-Appointment:

In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Ramakant Nayak Non-Executive Director of the Company retire by rotation atthe ensuing Annual General Meeting and being eligible offers himself for re-appointment.The Board recommends to the members the appointment of Mr. Ramakant Nayak as a Director inthe ensuing Annual General Meeting (AGM) of the Company.

e) Independent Directors:

The following Independent Directors are on the Board of Directors.

1. Mr. Satpal Kumar Arora

2. Mr. Ishtiaq Ali

3. Mrs. Barkharani Harsh Nevatia

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:

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 and other disclosures as per rule 5 of Companies(Appointment & Remuneration) Rules 2014 are annexed to this report and is given inAnnexure "5" and in Corporate Governance Report.

g) Board Committees

In compliance with the requirement of applicable laws and as part of best governancepractices the Company has following Committees of the Board.

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Stakeholders' Relationship Committee

iv. Corporate Social Responsibility Committee

v. Risk Management Committee

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

17. Audit Committee of the Board Of Directors:

The composition of the Audit Committee is in conformity with the provisions of Section177 of the Companies Act 2013 and Regulation 18 of SEBI (Listing Obligation andDisclosure Requirement) Regulations 2015. The Audit committee comprises of:

i. Mr. Satpal Arora Chairman
ii. Mrs. Barkharani Nevatia Member
iii. Mr. Punit Makharia Member

The scope and terms of reference of the Audit Committee is in accordance with the Actand the Listing Regulations.

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 under review the Board of Directors of the Company had accepted allthe recommendations of the Committee.

18. Nomination And Remuneration Committee:

The Nomination and Remuneration Committee of Directors is constituted by the Board ofDirectors of the Company in accordance with the requirements of Section 178 of the Act andRegulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

The Nomination and Remuneration Committee (hereinafter the "NRC Committee")comprises of:

i. Mr. Satpal Arora Chairman
ii. Mr. Ramakant Nayak Member
iii. Mr. Ishtiaq Ali Member

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 "6".

19. Stakeholders' Relationship Committee:

The Stakeholders Relationship Committee is constituted by the Board of Directors of theCompany in accordance with the requirements of Section 178 of the Act and Regulation 20 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The StakeholdersRelationship Committee comprises of:

i. Mr. Ramakant Nayak Chairman
ii. Mr. Satpal Arora Member
iii. Mr. Ishtiaq Ali Member

20. Corporate Social Responsibility Committee:

As per the provisions of Section 135 of the Act read with Companies (Corporate SocialResponsibility Policy) Rules 2014 the Board of Directors has constituted a CorporateSocial Responsibility (CSR) Committee. The composition of the CSR Committee of the Companyis as under:

i. Mr. Punit Makharia Chairman
ii. Mr. Satpal Arora Member
iii. Mr. Gautam Makharia Member

21. Risk Management Committee

The Risk Management Committee is constituted by the Board of Directors of the Companyin accordance with the requirements Regulation 21 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. The Risk Management Committee comprises of:

i. Mr. Punit Makharia Chairman
ii. Mr. Ramakant Nayak Member
iii. Mrs. Barkharani Nevatia Member

22. 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 exchanges confirming all compliances with necessarylaws applicable to us. Pursuant to compliances of Listing Regulations of SecuritiesExchange Board of India (SEBI) the Corporate Governance Report and the Auditors'Certificate regarding Compliance of Conditions of Corporate Governance forms part of theDirectors' Report and is marked as Annexure "10".

23. 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 dividendsperiod of seven years.

24. Corporate Social Responsibility Initiatives:

As part of its initiatives under "Corporate Social Responsibility" (CSR) theCompany has already formed a CSR Committee. The objective of the Company's CorporateSocial Responsibility ('CSR') initiatives is to improve the quality of life of communitiesthrough long-term value creation for all stakeholders. The Company has in place a CSRpolicy which provides guidelines to conduct CSR activities of the Company. The CSR policyis available on the website of the Company at www.shreepushkar.com

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.

The Annual Report on CSR activities in terms of Section 135 of the Companies Act 2013('Act') and Rule 8 (1) of the Companies (Corporate Social Responsibility Policy) Rules2014 as amended by Companies (Corporate Social Responsibility Policy) Amendment Rules2021 effective January 22 2021 (hereinafter "CSR Rules") is annexed to thisreport marked as Annexure "3".

25. Social Connect:

The Company has connected socially through CSR activities only.

26. 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 Phosphate Private Limited bythe Company vide its Order dated 5th March 2020 which was received by thecompany on 17th April 2020 and as per this Order the Company has acquired 100%of the existing paid up share capital of the from existing shareholders of the Company.

27. Finance:

Cash and cash equivalents as on 31st March 2021 was Rs.9.79 lacs (inearlier year it was Rs.70.59 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.

28. Particulars of Employees as per section 197(12) of the Companies Act 2013:

The information pursuant to Section 197(12) of the Act read with Rule 5 (1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 relating tomedian employee's remuneration for the financial year under review is annexed heretomarked as Annexure "5" and forms part of this report. The relation betweenemployees and management are cordial during the year.

The Disclosure as required under Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is annexed as Annexure "5" 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 "5" to the Directors' Report.

29. 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.

30. Listing:

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.

31. Industrial Relations:

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

32. Report on performance of Subsidiary Companies:

As on the last day of the financial year the Company had two subsidiaries namelyKisan Phosphates Private Limited and Madhya Bharat Phosphate Private Limited.

A statement containing the salient features of financial statements of SubsidiaryCompanies of the Company is given in the prescribed Form AOC - 1 marked as Annexure"1" forms a part of Consolidated Financial Statements (CFS) in compliance withSection 129 (3) and other applicable provisions if any of the Act read with Rule 5 ofthe Companies (Accounts) Rules 2014.

33. 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 2020-21 togetherwith the Auditors' Report form part of this Annual Report.

34. Auditors And Auditors' Report:

M/s. S. K. Patodia & Associates Chartered Accountants were appointed as StatutoryAuditors of the Company in the 23rd Annual General Meeting to hold office fromthe conclusion of 23rd Annual General Meeting till the conclusion of the sixthconsecutive Annual General Meeting of the Company i.e 28th Annual General Meeting.

Section 139 (2) of the Companies Act 2013 allows re appointment of an audit firm asauditor for two terms of five consecutive years. Accordingly M/s. S. K. Patodia &Associates Chartered Accountants are eligible to be reappointed as Statutory Auditors ofthe Company for another term of 5 consecutive years.

It is proposed to re-appoint M/s S. K. Patodia & Associates Chartered Accountantsas Statutory Auditors of the Company for second term of five years i.e from the conclusionof 28th Annual General Meeting till the conclusion of 33rd AnnualGeneral Meeting of the Company. M/s. S. K. Patodia & Associates CharteredAccountants have signified their willingness to be appointed as Statutory Auditors of theCompany and has declared that their appointment will be within the limits prescribed bythe Companies Act 2013 and that they have not incurred any disqualification under theCompanies Act 2013.

The Auditors' Report for the financial year ended 31st March 2021 on thefinancial statements of the Company is a part of this Annual Report.

There are no qualifications reservations or adverse remarks or disclaimer made by theStatutory Auditors in respect of financial statements as on and for the year ended 31stMarch 2021.

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.

35. Secretarial Audit:

The Board had appointed M/s. DSM & Associates Company Secretaries to carry outSecretarial Audit of the Company and its material subsidiary i.e Kisan Phosphates PrivateLimited under the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 for the financial year2020-21. The Company has complied with Secretarial Standards issued by the Institute ofCompany Secretaries of India on Meetings of the Board of Directors and General Meetings.

The Secretarial Audit Report issued by M/s. DSM & Associates Company Secretariesin form MR-3 for the financial year 2020-21 of the Company and its material subsidiary i.eKisan Phosphates Private Limited forms part of this report and is annexed to this reportas Annexure "7 (a)" and "7 (b)" respectively.

In respect of the observations made in the Secretarial Audit report following are theexplanations and comments offered by the Board.

• Due to resignation of previous Company Secretary and Compliance Officer witheffect from 10th January 2020 the Company was required to fill up the vacancyby 9th July 2020 whereas the same has been filled by the Company with effectfrom 1st December 2020. The provisions of the section 203 of the CompaniesAct 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 provides that the Company is required to fill up the vacancy of Company Secretaryand Compliance Officer within a period of 6 months.

- The Management was in process of identifying and appointing a Company Secretary fromthe month of January 2020. However the process got stuck due to nationwide lock downimposed from the month of March 2020. After the lock down restrictions in the city wereeased the management continued the process of identifying a Qualified Company Secretary.Accordingly the Board of Directors at its meeting held on 10th November 2020appointed Mr. Nitesh Pangle as a Company Secretary and Compliance Officer w.e.f 1stDecember 2020.

• Pursuant to Regulation 17 of the SEBI (LODR) Regulations 2015 the Companybeing among Top 1000 Listed Companies the Company was required to appoint WomanIndependent Director with effect from 1st April 2020. Whereas owing to outbreak ofCOVID-19 Pandemic and restricted movement the Company was able to appoint WomanIndependent Director with effect from 10th November 2020 resulting into non-compliancefor the period starting from 1st April 2020 to 9th November 2020.

- The Board was in process of identifying and appointing a Woman Independent Directorfrom the month of January 2020. However the process was stuck due to nationwide lockdown imposed from the month of March 2020. After the lock down circumstances changed themanagement continued the process of identifying Woman Independent Director andaccordingly the Board of Directors at its meeting held on 10th November 2020appointed Mrs. Barkharani Harsh Nevatia erstwhile known by the name Ms. BarkharaniChoudhary as an Additional Director in the category of Women Independent Director witheffect from 10th November 2020.

• The BSE and NSE have levied penalty as prescribed under the Standard OperatingProcedures issued by SEBI through various circulars for non-compliance of Regulation 17 -Non Appointment of Woman Independent Director and for non-compliance of Regulation 6 - NonAppointment of Company Secretary and Compliance Officer. The Company has already filedapplications with BSE and NSE for waiver of penalty and the same are under considerationat both the stock exchanges as on the date of issue of this report.

- The above explanation is self-explanatory. The Company has already filed applicationswith BSE and NSE for waiver of penalty and the same are under consideration at the stockexchange as on the date of issue of this report.

The Secretarial Compliance Report for the financial year ended 31st March2021 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.

36. 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 2021-22.

The remuneration proposed to be paid to the Cost Auditor subject to ratification bythe members of the Company at the ensuing 28th AGM would not exceed Rs.60000(Rupees Sixty 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 2021-22along with a certificate confirming their independence and arm's length relationship.

Pursuant to Section 148 of the Act read with the Companies (Audit and Auditors) Rules2014 appropriate resolutions seeking your ratification to the remuneration of the saidCost Auditors are appearing in the Notice convening the 28th AGM of theCompany.

37. Disclosure under Section 43(A)(Ii) of the Companies Act 2013:

The Company has not issued any shares with differential rights and hence no informationas per provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of the Companies(Share Capital and Debenture) Rules 2014 is furnished.

38. Disclosure under Section 54(1)(D) of the Companies Act 2013:

The Company has not issued any sweat equity shares during the year under review andhence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13)of the Companies (Share Capital and Debenture) Rules 2014 is furnished.

39. Disclosure Under Section 62(1)(B) of the Companies Act 2013:

The Company has not issued any equity shares under Employees Stock Option Scheme duringthe year under review and hence no information is provided as per provisions of Section62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture)Rules 2014.

40. Management's Discussion and Analysis Report:

The Management's Discussion and Analysis Report for the year under review asstipulated under regulation 34 (3) and Part B of schedule V of the SEBI (ListingObligation and Disclosure Requirement) Regulation 2015 is annexed hereto marked Annexure"9" and forms part of this report.

41. Business Responsibility Reporting:

The Business Responsibility Report as stipulated under Regulation 34 of ListingRegulations describing the initiatives taken by Company from environmental social andgovernance perspective has been appended herewith as Annexure "11".

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 website www. shreepushkar.com

All the Board members and Senior Management Personnel have confirmed compliance withthe Code.

43. 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: 12th August 2021.
Place: Mumbai
Registered Office:
301/302 Atlanta Center
Sonawala Lane Goregaon (East)
Mumbai - 400 063
Maharashtra India.

CAUTIONARY STATEMENT:

Statements in this Directors' Report describing the Company's objectives projectionsestimates expectations or predictions may be "forward-looking statements"within the meaning of applicable securities laws and regulations. Actual results coulddiffer materially from those expressed or implied. Important factors that could makedifference to the Company's operations include raw material availability and its pricescyclical demand and pricing in the Company's principle markets changes in Governmentregulations Tax regimes economic developments within India and the countries in whichthe Company conducts business and other ancillary factors.

.