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Shree Pushkar Chemicals & Fertilizers Ltd.

BSE: 539334 Sector: Industrials
NSE: SHREEPUSHK ISIN Code: INE712K01011
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OPEN 74.00
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VOLUME 4856
52-Week high 174.50
52-Week low 57.00
P/E 8.29
Mkt Cap.(Rs cr) 229
Buy Price 74.10
Buy Qty 100.00
Sell Price 74.10
Sell Qty 303.00
OPEN 74.00
CLOSE 73.55
VOLUME 4856
52-Week high 174.50
52-Week low 57.00
P/E 8.29
Mkt Cap.(Rs cr) 229
Buy Price 74.10
Buy Qty 100.00
Sell Price 74.10
Sell Qty 303.00

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

Company director report

To

The Members

Shree Pushkar Chemicals & Fertilisers Limited

Your Directors have pleasure of presenting the 26th Annual Report of your Company alongwith the Audited Accounts of the Company for the financial year ended 31st March 2019.The Management Discussion and Analysis is also included in this report.

1. SUMMARY OF FINANCIAL RESULTS:

The Company’s financial performance for the year ended 31st March 2019 issummarized below:

(Rupees in Lacs)

YEAR ENDED 31/03/2019 YEAR ENDED 31/03/2019 YEAR ENDED 31/03/2018 YEAR ENDED 31/03/2018
PARTICULARS Consolidated Standalone Consolidated Standalone
Total Revenue 45433.85 40261.60 39707.58 37194.25
Profit Before Interest Depreciation & Tax 6952.36 6092.06 6287.61 5885.35
Depreciation for the year 996.17 821.44 779.50 691.20
Interest Cost 371.38 200.94 285.93 228.02
Profit Before Taxation 5584.81 5069.68 5222.18 4966.13
Provision for Income Tax 905.96 799.91 (1355.93) (1290.00)
Provision for Deferred Tax 592.96 623.23 (220.62) (359.08)
MAT Credit Entitlement availed - - 9.73 -
Profit After Taxation 4085.89 3646.54 3655.36 3317.05
Add: Profit Brought Forward from Previous Year 13710.91 13372.60 10601.12 10601.12
Less: Dividend Including Dividend Distribution Tax - - (545.57) (545.57)
Balance carried to Balance Sheet 17796.80 17019.14 13710.91 13372.60
RATIOS:
(i) Debtors Turnover (Times) 4.62 4.5 4.62 4.7
(ii) Inventory Turnover (Times) 7.29 11.4 4.82 5.9
(iii) Interest Coverage Ratio 24.30 30.45 16.95 25.93
(iv) Current Ratio 2.21 3.03 1.56 1.82
(v) Debt Equity Ratio 0.03 0 0.01 0
(vi) Operating Profit Margin (%) 12.3% 12.7% 13.2% 13.4%
(vii) Net Profit Margin (%) 9.0% 9.1% 9.2% 9.0%

2. OPERATION OF COMPANY AND SUBSIDIARY COMPANY:

During the year under review the Consolidated Revenue from operations of your companyhas been at Rs. 45433.85 Lacs recording a growth of 14.4% from last year’s revenueof Rs. 39707.58 Lacs. It may be recalled that the takeover of M/s Kisan Phosphate Pvt.Ltd. (KPPL) has been in mid-October 2017 and the FY2018-19 has been the first full yearof operation for KPPL under the new management. The Sales contribution of KPPL has beencommendable at Rs.5726.27 Lacs all products being sold under "Shree Pushkar"Brand. Further with the commissioning of the Sulphuric Acid plant in March 2019 thecontribution from KPPL in the coming years would be substantially more.

As regards the standalone performance your company the gross receipts have been atRs.40261.60 Lacs recording a growth of 8.25 % over the preceding year. The exports duringthe year have been at Rs.9154.00 Lacs as against Rs. 3152.00 lacs in the precedingyear an increase of 290% which has mainly been on account of exports of Dyes andIntermediates. Considering our current imports in terms of Rock Phosphate and otherchemicals amounting to Rs.30.02 Crs our gross exports are much higher to our imports wehave thus achieved the distinction of being a net Exporter.

The overall growth in sales during FY 2018-19 over that of the preceding year has beenmarginal. The sales in the Dyes & Intermediate divisions in value terms have recordedan increase of around 11.5% though in terms of volume there has not been any significantincrease indicating a better price realisationin these divisions. The Dye-intermediatedivision had a fairly good growth in production volumes clocking around 96% capacityutilisation however in view of the increased captive consumption for manufacture of Dyes;the saleable volumes have been comparatively low. Further on account of improvement inthe prices of intermediates during the year the Revenue realisation from intermediateshas improved by about 13.2%.

The segment wise sales across the 5 product verticals as compared to the preceding yearhave been as under:

2018-19 2017-18

Growth

Division Qty MT Rs. Crs. Qty MT Rs. Crs. Volume Revenue % share of Revenue
Dye Intermediates 6433.00 226.78 6569.00 200.31 -2% 13% 57%
Dyes 3672.00 109.07 3424.00 101.15 7% 8% 27%
Fertilisers 33436.00 47.83 55063.00 54.05 -39% -12% 12%
Cattle Feed 2070.00 5.99 2340.00 6.09 -12% -2% 2%
Acid (Saleable) 8085.00 8.86 14221.00 7.74 -43% 14% 2%
398.53 369.34 100%

From the aforesaid it can be observed that the Dye-Intermediates and the Dyes Divisionsboth have recorded a fair growth in terms of revenue. The average price realisations havealso recorded improvement in both these verticals. As regards the decline in Volume ofDye-Intermediates the same is on account of captive consumption for manufacture of Dyes.As such the overall capacity utilisation of Dye-Intermediates has been around 96%.

With regard to the Fertiliser division the overall sales of fertiliser during the yearunder reference was subdued mainly on account of erratic rains in certain parts of thestate.. The Sales of fertiliser of your company on a standalone basis has been at 41702MT which is about 28% of the overall installed capacity. We could however partiallymitigatethe same on account of better price realisations.

The individual sales of the products have been as under:

Production
Item Capacity 2018-19 Utilisation
Qty MT Rs. Crs.
SSP 100000 33437 26.14 33%
SC 12000 811 0.52 7%
NPK 18000 2105 3.40 12%
SOP 20000 5349 17.78 27%
Total 150000 41702 47.84 28%

As regards the cattle feed division which is used only to the extent of utilising thespent acid generations from the Dye-intermediates division it has achieved a sales of2070 MT at a capacity utilisation of 46%

Finally with regard to the Acid division in view of the increase in captiveconsumptionon account of better capacity utilisation of the Dye-Intermediate divisions there hasbeen a corresponding reduction in sales volume of acid though the overall capacityutilisation remained At around 90%.

The Sale of fertiliser in KPPL has however been commendable recording a sale ofRs.55.02 Crs in Fertilisers clocking an average utilisation of 50% in its fertiliserDivision.

In addition a further quantity of 2537 MT of DCP was KPPL at a sale value of Rs.7.23Crs.

The consolidated Overall sale across verticals has been shown herein:

3. OPERATIONAL PERFORMANCE DURING THE LAST 5 YEARS.

V iewing the trend in the operational performance the Company has been maintainingsteady progress over the years in terms of sales and profits. Over the last 5 years theRevenue has grown at a CAGR of around 11.3% p.a. with continues efforts on improvement inprocess yields better cost control by way of better inventory management has reflectedin terms of lower raw material cost which has resulted in reduction from 73.3% in FY2015to 66.6% during FY 2019. With better operational efficiency the EBIDTA margins have alsoimproved from 11.8% to around 15.3% in 2019. The profit After Tax has consequentiallyimproved by 218% during the period from Rs.18.7 Crs in FY 15 to 40.85 Crs in FY19.

The improvements in the other operational parameters are as under:

The net worth of the Company grew from Rs.88.17 Crs in FY15 to Rs.284.42 Crs in FY19.The earnings per share (EPS) grew from Rs. 9.01 in FY 15 to Rs.13.25 in FY 19 recordingan average growth of 47.1% during the period. The book value per share grew from Rs.42.57/share in FY15 to Rs.92.58/ share recording a growth of 217% over the period.

4. CURRENT EXPANSIONS AND PROJECTS IN THE PIPELINE.

The earlier expansions funded through the IPO in respect of Dyes and Intermediates asalso establishing the 1st SOP Plant and further doubling the capacities of the Dyes plantto 6000 MTA and that of the SOP plant to the current 20000 MTA have all been completedand are running successfully.

There has been no further expansion in capacities during FY 2018-19.

We have however already taken up a few expansions which are to be completed andcommissioned during the next 2 years between 2019-20 & 2020-21.

It may be recalled that your company had acquired a plot of land admeasuring 40000 Sq.Mts. for the fifth unit at Add. Lote MIDC for setting up additional manufacturingcapacities for Dyes Dye-Intermediates and other Chemicals based on Sulphur Chemistry. Inthis direction 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 has converted the saidIndustrial area into a Non-chemical zone. As a result we were forced to surrender the plotback to MIDC and have now acquired a plot admeasuring 34408 sq. Mts. In proper Lote MIDCand are in the process of seeking a fresh the aforesaid clearances. This has delayed theexpansion plan by nearly a year. Never the less; we have already started placing ordersfor the bought out Machinery &Equipments as also started fabrication work of thevarious fabricated equipments at various vendors for the said expansion. It is nowrescheduled to commission these plants one-after-another starting December 1920.

The aforesaid steps initiated for expansion would pave the way for accelerated growthin the future. We have also taken active steps in engaging well experienced executives tofurther strengthening our operational marketing and administrative machinery to augmentour future plans.

You may recall that after taking over KPPL in October 2017 we have been in a positionto turn around the unit which today is quite a profitable venture contributing more than12% to the top line and around 10% to the bottom line of SPCFL earning a Return on CapitalEmployed (ROCE) to the extent of 17.6%.

Encouraged by the demand of SSP in Central and Northern India we are now in theprocess of a further Inorganic Expansion by way of takeover of a unit through NCLT underIBC Code engaged in the Manufacture of SSP in MP with an installed capacity of 1.50 LakhMTA. SPCFL has been adjudged the Highest Bidder and the matter is currently awaiting thefinal orders of the NCLT. The total investment in the venture is estimated at Rs.28.20 Crs(including Margin money for WC) and is estimated to contribute to the existingconsolidated top line by another 15%.

With the aforesaid acquisition we shall be in a position to convert the manufacture offertilisers into a major product vertical catering to the need of fertiliser to a widestrip of area covering North Central & Western India.

SPCFL also proposes to put up a solar power plant of 2.6MWp capacity under the "OpenAccess Working" scheme of MSEDCL based on the power consumption of our unit -1.Currently the power bill of unit-1 is to the tune of Rs.10.00 Crs per annum. With theaforesaid installation we shall be in a position to cut down on our power expenses to thetune of 20 to 25%.

The Total Project cost for the aforesaid 3 expansions is estimated at Rs.115.00 Crs andis proposed to be met mainly by way of internal accruals and a small Term loan of Rs.7.30Crs from a Commercial Bank for the solar power plant project.

5. INDUSTRY STRUCTURE AND DEVELOPMENTS:

SPCFL is currently into manufacturing of Dye Intermediates and Reactive Dyes for thetextile Industry which constitutes a major portion of its production and falls under theBroad classification of Colorant Chemicals (Dyes & Pigments). The Indian colourantsindustry mainly constituting the manufacture of Dyes & Pigments is estimated at $5.0bn of which nearly 2/3rd is exported. The Industry has been growing at an average rate of15% over the last decade and caters to around 12% of the global market demand. Of thetotal production of Dyes nearly 70% of the dyestuff is supplied to the textile industrywhile leather and paper industries account for the remaining. Nearly 50% of the dyesmanufactured are Reactive dyes used mainly for dying of Cellulosic Material like Cottonlinen & Hemp.

Traditionally Europe and the western countries have been the key dye manufacturershowever over the last 2 decades developing countries started faring better than therelatively mature economies of the West and the core of the industry shifted from theWest to Asia the region enjoying low labour costs relatively relaxed environmental normsand government subsidies with China being the key benefactor.

Investments in China’s chemicals industry have risen led by a large consumer baseand favourable government policies. Easy availability of low-cost capital and labourgovernment subsidies and relaxed environmental norms have helped the region serve as aproduction base for leading global vendors. Consequently chemical players in Chinainvested heavily in R&D and capital investments during 2007-2017.

Capital spending in mature economies slowed down owing to factors such as stringentenvironmental norms slowing domestic market demand and availability of cheaper imports.

However of late industries in China are also slowly losing momentum witnessing aslowdown as a result of slower economic growthand also losing ground on decreasing costcompetitiveness. Major factors that have contributed to the slowdown include:

Changing global trade dynamics: Factors such as global slowdown and theUS–China trade war have also impacted the production growth in China.

Stringent environmental norms: The Chinese government have started implementingstricter environmental protection norms. In 2017 an estimated 40% of the chemicalmanufacturing capacity in China was temporarily shut down for safety inspections withover 80000 manufacturing units charged and fined for breaching emission limits.China’s Ministry of Environmental Protection enforced strict penalties on pollutingindustries including Dyes and Intermediates. Also the Chinese government has mandatedthe construction of compulsory effluent treatment plants and imposed green tax on thechemicals industry to combat pollution. As a result the overall cost of production islikely to go up with capital expenses incurred towards effluent treatment as well rise incompliance cost.

Rising cost of labour: The labour cost in China was lower than that of India till2007. However over 2005-2015 the average labour cost in China increased nearly 19-20%CAGR against 4-5% CAGR in India. In fact over the last five years this cost has morethan doubled compared with India rendering Chinese manufacturers’ uncompetitivevis--vis India in terms of labour cost.

All these factors have been helping the Indian Industry to be a preferred destinationfor sourcing these chemicals. Besides in view of the cheap labour availability thegrowth of the Garment industry in South East Asia has created a great potential for theColorant industry in this part of Asia being the main factors of the Industry becoming amajor Hub for sourcing global requirement for these specialty chemicals.

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 particularly in Europe andthe simultaneous ascent of new ones in Asia particularly India and China is arguably oneof the most significant opportunities ever seen in this industry. The shift has been quiteswift and followed the migration of end-user industries – notably textiles andleather – to low cost economies of Asia. And now with the changing scenario of theIndustry moving towards India coupled with the large domestic market for the product inChina itself has rendered China’s supply position dwindling and has thus opened upgreat vistas ushering in great opportunity for this sector in India.

With the tightening of the already prevailing stringent pollution control norms inIndia in the coming years however poses need for improved economies of scale involvinglarger capital outlays pose specifically threat to the industry to the units inthe unorganized sector.

7. FUTURE OUTLOOK:

The Dyes and Dye intermediate market in India is already witnessing the effects of thestern approach of the Chinese government on the operational parameters of the ChemicalSector in China which has positively impacted in improved market sentiments for theIndian products in terms of improved demand and prices as is being witnessed for the lastcouple of years. However in view of the emerging international political scenario it isalso feared that the global economy may have a negative impact in the short term viewhowever considering the medium to long term view the Indian Chemical Industry is poisedfor a head-on start for a major growth in the coming years.

Thus with the expected shift in the demand of Dyes and Dye-intermediates from China toIndia and other Asian countries the Indian market has been witnessing accelerated demandwhich is expected to improve in the coming years more so with the Indian Products havingan edge over those of China on account of various socio economic and environmentalfactors.

Credit rating: The external credit rating of your company continues at theearlier "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 stable performance and financial discipline.

8. RISKS & CONCERNS:

After a steady and encouraging market position in the 1st two quarters of FY-19 thedyes and intermediate market from the 3rd Quarter has been witnessing a steady slowdownin the demand and pricing mainly on account of global economic slow-down. Further in thefertiliser segment the erratic monsoon conditions resulted in lower off take offertilisers both during the Kharif and Rabi seasons in the region added to this was thelong holdup of subsidy disbursal through the newly introduced DBT & POS system. Thesefactors have been causing financial and operational hurdles and setbacks resulting inpoor performance of the fertiliser division. This has to a certain extent mitigatedthrough better off-take in the Northern region through our subsidiary KPPL. Never the lesswe will still continue with factors such as the vagaries of unpredictable

Monsoons the impact of a volatile FE market more so on account of the Global politicalsituations the dependence on Government policies and decisions which require longstabilization periods on their implementation all of which ultimately impact the overallperformance of the industry. These are all factors which are beyond the control of theprivate enterprise and would continue to be a challenge.

9. CHANGE(S) 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.

10. DIVIDEND:

Considering the healthy profitability over the years and the satisfactory fund flowposition vis-a-vis the requirement of sizeable funds for the expansions under pipelinethe Board of Directors have recommended a dividend of 15% (Rs.1.50 per share) for thefinancial year 2018-19.

11. TRANSFER TO RESERVES:

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

12. SHARE CAPITAL:

The paid up Equity Share Capital of the Company as on March 31 2019 has changedduring the financial year. Company has allotted 504875 shares to promoter and promotergroup on 10th May 2018; thus the paid up Equity Share capital has increased from 3021.94lacs divided into 30219435 to Rs.3072.43 lacs divided into 30724310Equity Shares offace value Rs.10/- each.

13. DETAILS PERTAINING TO SHARES IN SUSPENSE ACCOUNT:

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

14. DETAILS IN RESPECT OF ANY SCHEME OF PROVISION OF MONEY FOR PURCHASE OF OWNSHARES BY 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.

15. ACCEPTANCE OF DEPOSIT:

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

16. DIRECTORS:

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:-

Sr. No. Name of the Director & DIN No. Designation
1. Mr. Punit Makharia Chairman & Managing Director
DIN No. 01430764
2. Mr. Gautam Makharia Joint Managing Director
DIN No. 01354843
3. Mr. Ramakant Nayak Independent Director
DIN No. 00129854
4. Mr. Nirmal Kedia Independent Director
DIN No. 00050769
5. Mr. Dinesh Modi Independent Director
DIN No. 00004556
6. Mr. Satpal Kumar Arora Independent Director
DIN No.00061420
7. Mrs. Ranjana Makharia Non – Executive Director
DIN No. 07708602

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

The Board of Directors of the Company at their meeting held on 5th November 2018 andbased on the recommendation of Nomination and Remuneration Committee approved theappointment of Mr. Satpal Aroraas an Non-Executive Independent Director. Mr. Satpal Arorabeing an additional Independent director of the Company will hold the office upto theconclusion of forthcoming annual general meeting and if appointed at the Annual GeneralMeeting his appointment will be valid till 4th November 2023. He has already signifiedhis willingness to act as Director if appointed and has already declared that he is notto be appointed as Director of the Company pursuant to provisions of section 164 of theCompanies Act 2013. Hence his appointment as Independent Director of the Company has beenrecommended at the forthcoming annual general meeting.

17. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THEEND OF THE FINANCIAL YEAR AND DATE OF THE REPORT:

Proposed Takeover of the Madhya Bharat Phosphates Private Limited:

During the year under review Company has submitted bid for acquisition of 100% stakein Madhya Bharat Phosphates Pvt. Ltd a Company registered in Bhopal Madhya Pradeshthrough National Company Law Tribunal (NCLT) under the provisions of Insolvency andBankruptcy Code 2016. The said proposal / bid has already been approved by the Committeeof Creditors (COC) as Constituted by NCLT for an offer price of Rs.19.02/-Crore and theproposal is under final consideration before NCLT. Accordingly the Board of Directors intheir meeting held on 7th February 2019 has already passed a resolution for maximuminvestment to the extent of Rs. 30 crore for the same business.The Company is stillwaiting for NCLT’s order in the acquisition matter.

Revamping of Existing Manufacturing Facilities at Factory:

As members must be aware that the Company has already announced to revamp the existingmanufacturing facilities at Unit-1 located at Lote Parshuram Ratnagiri Maharashtrawhich is the oldest one and has maximum number of plants and the plot area is fullyutilized resulting in congestion leaving no area for medication/ expansion. The detailednote is available on our website as well as on NSE/BSE portal announced on 20th May 2019.The revamp will take place in a phased manner with a capex cost of Rs.5 Crs and expectedto be completed by end of the current financial year.

These commitments may affect the financial position of the Company in current financialyear. Except these there are no significant events recorded affecting the financialposition between the end of the financial year and date of the Report.

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. 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 undertakenduring the financial year ended 31st March 2019 in accordance with Section 135 of theAct and Companies (Corporate Social Responsibility Policy) Rules 2014 is set out inAnnexure -1 to this report.

20. DISCLOSURE AS PER THE SECTION 134 OF THE COMPANIES ACT 2013 READ WITH RULE8 OF THE 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 thereunder 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.

The remuneration policy of the Company has been so structured in order to match themarket trends of the Chemical and Fertilisers industry. The Board in consultation with theNRC Committee decides the remuneration policy for Directors. The Company has made adequatedisclosures to the members on the remuneration paid to Directors from time to time.Remuneration/ Commission payable to Directors is determined by the contributions made bythe respective Directors for the growth of the Company.

The Policy of the Company on Director’s appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters as required under Section 178 sub-section 3 of the Companies Act2013is available on the website of the Companyhttps://www.shreepushkar.com. Waffirm that the e remuneration paid to the Directors is as per the terms laid out in thenomination and remuneration policy of the Company.

d) Board Evaluation:

As required under the provisions of Section 134(3)(p) and Regulation 27 of the ListingRegulations the Board has carried out 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.The criteria 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:

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.

The Company has amended its 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 after the financial year end. ThePolicy is also available on the website of the Company at https://www.shreepushkar. com.

During the year there are no transactions of the listed entity with any person orentity belonging to the promoter/ promoter group which hold(s) 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 evaluated the existing Risk Management ofthe 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 trade off.

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

g) Whistle Blower Policy / Vigil Mechanism:

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

h) Financial Summary/ Highlights:

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

i) Internal Financial Control System and their Adequacy:

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

The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Based on the report of internalaudit function process owners undertake corrective action in their respective areas 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 Pvt. Ltd awholly owned subsidiary Company.The details of loans and guarantees are mentioned in thenotes to the standalone financial statements for the year ended 31st March 2019.

21. BOARD MEETINGS BOARD OF DIRECTORS KEY MANAGERIAL PERSONNEL &COMMITTEES OF DIRECTORS

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 Makhariaas Joint Managing Director (hereinafter the ‘JMD’) Mrs. Ranjana Makharia–Woman Director from the Promoter group and Mr. Ramakant Nayak Mr. Dinesh Modi Mr. NirmalKedia and Mr. Satpal Kumar Arora as Non-Executive Independent Directors.

b) Board Meetings:

The Board of Directors of the Company met 7 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 2018-2019 Mr. Satpal Arora has expressed his willingness tobe appointed as the Independent Director on the Company. The Board of Directors based onrecommendation of Nomination and Remuneration Committee appointed him as IndependentDirector w.e.f. 5th November 2018 in Compliance with Section 149 of the Companies Act2013.

After the financial year end Mr. Ratan Jha Chief Financial Officer of the Company hasresigned from his position on 19th June 2019 where as Mr. Deepak Beriwala has beenappointed as Chief Financial Officer with effect from 3rd June 2019.

d) Re-Appointment:

As per Sec.152 of the Companies Act 2013 and Articles of Association of the Companythe executive non-independent Directors are liable to retire by rotation as per prescribedratio given in the said provisions at the Annual General Meeting of the Company.Accordingly Mr. Punit Makharia CMD and Mr. Gautam Makharia JMD are liable to retire byrotation and being eligible have offered themselves for re-appointment.

e) 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 of theCompany under Section 149(7) of the Companies Act 2013 that they meet the criteria ofindependence as laid down in Section 149(6) of the Companies Act 2013.

It is further brought to the notice of the members of the Company that pursuant toregulation 17 of listing regulations the Board of Directors in their meeting held on 20thMay 2019 based on recommendation of Nomination & Remuneration Committee approvedcontinuation of appointment of Mr. Ramakant Nayak Independent Director of the Companyashe will be attaining the age of 75 years on 30thJune 2020 and as per the listingregulation Company has to take members consent in their meeting for continuation ofappointment till his term ends. Mr. Ramakant Nayak was appointed as Independent Directorfor the period of 5 years in the Board Meeting held on 11th July 2016 and accordinglymembers of the Company have confirmed their appointment in the annual general meeting heldon 10th August 2016.

f) Details of remuneration to Directors:

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

g) Board Committees

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

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

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

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 five 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 ofMr. Dinesh Modi (Chairman) Mr. Ramakant Nayak (Member) and Mr. Ranjana Makharia (Member)all Non - Executive Directors of the Company. During the year 2018-19 three meeting of NRCCommittee was held for appointments of Two Independent directors on the Board of Directorsand of Remuneration of Mr. Punit Makharia Chairman and Managing Director of the Company.

The Board has on the recommendation of the NRC framed a policy for selection andappointment of Directors Senior Management and their remuneration. The policy relating tothe remuneration for the directors key managerial personnel and other employees isdisclosed as Annexure-5.

24. STAKEHOLDERS' RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee comprises of Mr. Dinesh Modi (Chairman)Mr.Ramakant Nayak (Member) Mr. Ranjana Makharia (Member) Non- Executive Directors of theCompany. The Committee met Four times during the year details of which are reproduced inthe 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. 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 are 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. 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 and forms apart 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 Director’s Report

28. SOCIAL CONNECT

The Company has connected socially through CSR activities only.

29. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS ORCOURTS

During the year there were no significant and material orders passed by the Regulatoror Courts.

30. FINANCE:

Cash and cash equivalents as on March 31 2019 was Rs.37.22 Lacs (In earlier year itwas Rs.30.41 Lacs). The continues to focus on judicious management of its working capital.Receivables inventories and other working capital parameters were kept under strict checkthrough continuous monitoring.

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

The Company has framed policy of prevention of women’s harassment at work placeand covered all employees so could directly make complaints to the committee if suchsituation arises. The total number of complaints received and resolved during the year isas follows: a) No. of complaints received: NIL b) No. of complaints disposed NIL

32. LISTING

During the year under review your Company has remained listed its Equity Shares onNational Stock Exchange Ltd and Bombay Stock Exchange Ltd. The Company has paid thelisting fees and complied with listing regulations.

33. INDUSTRIAL RELATIONS:

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

34. DIRECTORS’ DISQUALIFICATION:

Disqualified None of the directors of the Company as per the provision of section164 of the Companies Act 2013 or listing regulation or any other law as may beapplicable as on 31st March 2019 except Mr. Nirmal Kedia who was disqualified pursuantto section 164(2) of the Companies Act 2013 in the financial year 2017-18 is nowqualified to be appointed as Director after removal of his disqualification and complianceof requisite provisions of the Companies Act 2013.

35. PARTICULARS OF EMPLOYEES:

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

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 Pvt. Ltd hasbecome material subsidiary of the Company. The said policy may be accessed on the websiteof the Company at https://www.shreepushkar.com.

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 2018-19 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 their Annual General Meeting held in August 2016 pursuant to provisions of section139 of the Companies Act 2013.

The Auditors’ Report for the financial year ended 31 st March 2019 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. 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 2018-19. 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.The Secretarial Audit Report does not contain any qualification or adverse remarks.

The Secretarial Compliance Report for the financial year ended 31st March 2019 inrelation to compliance of all applicable SEBI Regulations/circulars/ guidelines issuedthere under pursuant to requirement of Regulation 24A of Listing Regulations is set outin Annexure-8 to this report. The Secretarial Compliance Report has been voluntarilydisclosed as part of Annual Report as good disclosure practice.

Managements Reply to Observations in Secretarial Audit Report:

Few Occasions the agenda for the Board Meeting was circulated to the Board ofDirectors with less than seven days in advance.

The notice for all the meetings of Board of Directors held during the financial yearwas sent at least seven days in advance except on few occasions considering the natureand urgency of the business to be transacted at the meeting the agenda and notes formingpart of agenda were sent less than seven days in advance.

Unspent CSR Funds:

The Company has carried forward the amount of unspent amount of CSR Fund for the nextfinancial year and continuously trying to identify the project where it can appropriatelyutilize the unspent amount of CSR Funds.

Dealing of shares by Designated Person during the closure of Trading Window:

The Audit Commitee has decided to take strict action on this transaction by servingupon him cautionary notice and a monitory penalty for breaching of Code of Conduct underthe SEBI Regulation. The necessary compliances pertaining to the aforesaid matter has beenfiled with stock exchanges.

40. 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 2019 - 20.

The remuneration proposed to be paid to the Cost Auditor subject to ratification bythe members of the Company at the ensuing 26th AGM would not exceed Rs. 70000 (Rupeesseventy 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 2019-20along with a certificate confirming their independence and arm’s length relationship.

41. ACKNOWLEDGEMENT:

Y our 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

Punit Makharia

Chairman & Managing Director

DIN: 01430764

Date: 13th August2019.

Place: Mumbai

CAUTIONARY STATEMENT

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