Paushak Ltd Directors Report.

BOARDS REPORT

Dear Members,

Your Directors have pleasure in presenting their 45th Annual Report together with the Audited Statement of Accounts for the year ended on 31st March, 2018.

1. Operations and State of Affairs of the Company:
(Rs. in Lacs)
Particulars Year ended on 31st March, 2018 Year ended on 31st March, 2017
Profit for the year before Interest, Depreciation and Tax 3,235.03 1,738.91
Adjusting therefrom:
Less:
Interest (net) 9.80 5.91
Depreciation 338.70 321.24
Profit before Tax 2,886.53 1,411.76
Less:
Tax Expenses 739.45 317.53
Profit after Tax 2,147.08 1,094.24
Other Comprehensive Income 979.85 -107.50
Total Comprehensive Income 3126.93 986.74

The Company has prepared the Standalone Financial Statements in accordance with the Companies (Indian Accounting Standards) Rules, 2015 prescribed under Section 133 of the Companies Act, 2013.

2. Transfer to Reserve:

During the year under review, the Company has proposed to transfer Rs. 1,000 Lacs to General Reserve out of the net profits of the Company for the financial year 2017–18.

3. Dividend:

You Directors recommend Dividend at Rs. 3.00 per equity share (i.e. 30%) of face value Rs. 10/- each for the financial year ended 31st March, 2018 as against Rs. 3.00 per equity share (i.e. 30%) for the financial year ended 31st March, 2017.

4. Buyback of Equity Shares:

During the year under review, the Company had made an offer for Buyback of upto 1,25,000 (One Lac Twenty Five Thousand) fully paid-up Equity Shares of the Company of face value Rs. 10/- (Rupees Ten Only) each from all the fully paid-up equity shareholders / beneficial owners of the equity shares of the Company as on the record date on a proportionate basis, through the Tender Offer Route using stock exchange mechanism at a price of Rs. 1,700/- (Rupees One Thousand Seven Hundred Only) per Equity Share for a total consideration aggregating upto Rs. 21,25,00,000 (Rupees Twenty One Crore Twenty Five Lac only), excluding transaction costs, pursuant to shareholders approval dated 12th March, 2018.

The Buyback size was 23.88% of the aggregate paid-up equity capital and free reserves of the Company as per the audited standalone financial statements of the Company for the nine months period ended 31st December, 2017. The Offer period was open from 27th April, 2018 to 14th May, 2018. The Company shall make payment to shareholders for the accepted tenders as per the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998.

5. Management Discussion and Analysis Report:

As per the provision of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report has been included and is annexed herewith as Annexure A.

6. Corporate Governance:

The Report on corporate governance as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report. The requisite certificate from M/s. Samdani Shah & Kabra, Practising Company Secretaries confirming compliance with the conditions of corporate governance as stipulated under the aforesaid Schedule V is enclosed to the Report on Corporate Governance.

7. Directors:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Udit Amin, Director of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The Board at its meeting held on 24th January, 2018, re-appointed Mr. Abhijit Joshi as Whole time Director and CEO for a period of three years, effective from 1st May, 2018, subject to approval of the members at the Annual General Meeting. The first term of office of Independent Directors, Mr. Amit Goradia and Mr. Vijay Gandhi will expire on 31st March, 2019 and that of Mr. Atul Patel on 6th August, 2019. The Nomination and Remuneration Committee and the Board of Directors at their respective meetings held on 17th May, 2018 has recommended their reappointment as Independent Directors of the Company for a second term of 5 (five) consecutive years, subject to the approval of the members by way of Special Resolution at the Annual General Meeting.

8. Key Managerial Personnel:

Mr. Abhijit Joshi, Whole-Time Director & CEO, Mr. Kaushik Shah, Dy. CFO and Mr. Charandeep Singh Saluja, Company Secretary are Key Managerial Personnel of the Company.

9. Meetings of the Board:

Four (4) Board Meetings were held during the financial year ended 31st March, 2018. The details of the Board Meetings with regard to their dates and attendance of each of the Directors thereat have been provided in the Corporate Governance Report.

10. Independent Directors:

The Independent Directors of the Company have given the declaration to the Company that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013.

11. Performance Evaluation:

Pursuant to the provisions of the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board and of the Committees of the Board, by way of individual and collective feedback from Directors. The following were the Evaluation Criteria:

(a) For Non-Executive & Independent Directors:

- Knowledge and Skills

- Professional conduct

- Duties, Role and functions

(b) For Executive Directors:

- Performance as Team Leader/ Member.

- Evaluating Business Opportunity and analysis of Risk Reward Scenarios

- Set Key Goals and Achievements

- Professional Conduct and Integrity

- Sharing of Information with the Board

The Directors expressed their satisfaction with the evaluation process.

12. Audit Committee:

The Audit Committee consists of Independent Directors with Mr. Amit Goradia as Chairman, Mr. Atul Patel and Mr. Vijay Gandhi as members.The Committee inter alia reviews the Internal Control System, Scope of Internal Audit, Reports of Internal Auditors and Compliance of various regulations. The Committee also reviews at length the financial statements before they are placed before the Board.

13. Vigil Mechanism:

In compliance with requirements of Section 177(9) & (10) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Vigil Mechanism or Whistle Blower Policy for directors, employees and other stakeholders to report genuine concerns has been established. The same is also uploaded on the website of the Company.

14. Internal Control Systems:

The Companys internal control procedure which includes internal financial controls, ensure compliance with various policies, practices and statutes and in keeping in view with the organizations pace of growth and increasing complexity of operations. The internal auditors team carries out extensive audits throughout the year across all functional areas and submits its reports to the Audit Committee.

15. Corporate Social Responsibility:

In compliance with requirements of Section 135 of the Companies Act, 2013, the Company has laid down a CSR Policy. The composition of the Committee, contents of CSR Policy and report on CSR activities carried out during the financial year ended 31st March, 2018 in the format prescribed under Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure B.

16. Policy on Nomination and Remuneration:

In compliance with the requirements of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has laid down a Nomination and Remuneration policy which has been uploaded on the Companys website. The web-link as required under Companies Act, 2013 is as under: http://www.paushak.com/pdf/NR-Policy.pdf The salient features of the NRC Policy are as under:

1) Setting out the objectives of the Policy.

2) Definitions for the purposes of the Policy.

3) Policy for appointment and removal of Director, KMP and Senior Management which includes:

a) Appointment criteria and qualifications.

b) Term / Tenure.

c) Guidelines for:

i) Evaluation;

ii) Removal;

iii)?Retirement.

4) Policy relating to the Remuneration for the Managerial Personnel, KMP, Senior Management Personnel & other

employees, which includes:

a) General provisions relating to Remuneration.

b) Guidelines for:

i) Fixed Pay;

ii) Variable Pay;

iii) Commission;

iv) Minimum Remuneration;

v) Provisions for excess remuneration.

c) Separate criteria for remuneration to Company Secretary, Senior Management Personnel and other employees.

5) Remuneration to Non- Executive / Independent Director, with details regarding their:

a) General provisions relating to Remuneration.

b) Guidelines for:

i) Sitting Fees;

ii) Commission.

c) Restriction on Stock options.

During the year, there is no change in the said policy.

17. Related Party Transactions:

Related party transactions that were entered into during the financial year were on arms length basis and were in ordinary course of business. There are no materially significant related party transactions made by the Company which may have potential confl ict with the interest of the Company.

There are no material related party transactions which are not in ordinary course of business or which are not on arms length basis and hence there is no information to be provided as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014. The Board has approved a policy for related party transactions which has been uploaded on the Companys website. The web-link as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is as under: http://www.paushak.com/pdf/RPT-Policy.pdf

18. Fixed Deposits:

During the year under review, the Company has not invited/accepted any deposits from public.

19. Loans, Guarantees or Investments:

Details of Loans granted, Guarantees given and Investments made during the year under review, covered under the provisions of Section 186 of the Companies Act, 2013 is annexed herewith as Annexure C.

20. Listing of Shares:

The Equity Shares of the Company are listed on BSE Limited with security ID / symbol of PAUSHAKLTD. The Company confirms that the annual listing fees to BSE Limited for the financial year 2018–19 has been paid.

21. Auditors:

(a) Statutory Auditors:

The Audit Committee and Board of Directors of the Company respectively at their meeting held on 17th May, 2018 proposed, subject to approval of shareholders, the appointment of M/s. Maloo Bhatt & Co., Chartered Accountants, Vadodara (Firm Registration No. 129572W) as Statutory Auditors of the Company, to hold office for the balance two years in their first term i.e. from the conclusion of ensuing Annual General Meeting up to the conclusion of 47th Annual General Meeting of the Company. M/s. Maloo Bhatt & Co., Chartered Accountants, Vadodara have given their consent, confirming that their appointment, if made, would be in accordance with the provisions of Section 139 and 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014. The Auditors Report for financial year 2017–18 does not contain any qualification, reservation or adverse remark. The Auditors Report is enclosed with the financial statements in this Annual Report.

(b) Secretarial Auditors:

The Board of Directors of the Company appointed M/s. Samdani Shah & Kabra, Practising Company Secretaries, Vadodara to conduct Secretarial Audit of the Company for the financial year 2018–19. The Secretarial Audit Report of M/s. Samdani Shah & Kabra, Practising Company Secretaries for the financial year 2017–18 is annexed herewith as Annexure D. The Secretarial Auditors Report does not contain any qualification, reservation or adverse remark.

During the year under review, the Company has generally complied with all the applicable provisions of the Secretarial Standards.

(c) Cost Auditors:

M/s. Santosh Jejurkar & Associates, Cost Accountant, Vadodara, has been appointed as Cost Auditor of the Company for conducting audit of the cost accounts maintained by the Company relating to inorganic chemicals for the F.Y. 2018-19.

(d) Internal Auditors:

The Board of Directors has appointed M/s. K.C. Mehta & Co., Chartered Accountants as Internal Auditors of the Company for the financial year 2018–19. The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

22. Particulars of employees and related disclosures:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure E. A statement showing the names and particulars of the employees falling within the purview of Rules 5(2) and 5(3) of the aforesaid rules are provided in the Annual Report. The Annual Report is being sent to the members of the Company excluding the aforesaid information. The said information is available for inspection at the Registered Office of the Company during working hours and the same will be furnished on request in writing to the members.

23. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

The information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure F.

24. Extracts of Annual Return:

The extract of Annual Return required under Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, is annexed herewith as Annexure G.

25. Material Changes:

There have been no material changes and commitments affecting the financial position of the Company since the close of financial year i.e. since 31st March, 2018. Further, it is hereby confirmed that there has been no change in the nature of business of the Company.

26. Details of Unclaimed Suspense Account:

Disclosure pertaining to Unclaimed Suspense Account as required under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed herewith as Annexure H. The voting rights on the equity shares which are transferred to Unclaimed Suspense Account shall remain frozen till the rightful owner of such equity shares claims the shares.

27. Directors Responsibility Statement:

In terms of the provisions of Companies Act, 2013, the Directors state that:

a) in preparation of the annual accounts for the financial year ended 31st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies as listed in Note 1 to the financial statements and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year as on 31st March, 2018 and of the profit of the Company for that period;

c) the directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. On behalf of the Board of Directors,

Sd/-
Chirayu Amin
Chairman
DIN: 00242549
Regd. Office: Alembic Road, Vadodara - 390 003
Tel: +91 265 2280550 Fax: +91 265 2282506
Website: www.paushak.com
Email ID: paushak.investors@alembic.co.in
CIN: L51909GJ1972PLC044638
Date: 17th May, 2018