Shree Pushkar Chemicals & Fertilizers Ltd Directors Report.

To,

The Members,

Shree Pushkar Chemicals & Fertilisers Limited

Your Directors have pleasure of presenting the 26th Annual Report of your Company along with 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 is summarized 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 39,707.58 37,194.25
Profit Before Interest, Depreciation & Tax 6952.36 6092.06 6,287.61 5,885.35
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 5,222.18 4,966.13
Provision for Income Tax 905.96 799.91 (1,355.93) (1,290.00)
Provision for Deferred Tax 592.96 623.23 (220.62) (359.08)
MAT Credit Entitlement availed - - 9.73 -
Profit After Taxation 4085.89 3,646.54 3,655.36 3,317.05
Add: Profit Brought Forward from Previous Year 13,710.91 13,372.60 10,601.12 10,601.12
Less: Dividend Including Dividend Distribution Tax - - (545.57) (545.57)
Balance carried to Balance Sheet 17,796.80 17,019.14 13,710.91 13,372.60
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 company has been at Rs. 45,433.85 Lacs recording a growth of 14.4% from last year’s revenue of Rs. 39,707.58 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 year of operation for KPPL under the new management. The Sales contribution of KPPL has been commendable at Rs.5,726.27 Lacs, all products being sold under "Shree Pushkar" Brand. Further with the commissioning of the Sulphuric Acid plant in March 2019, the contribution from KPPL in the coming years would be substantially more.

As regards the standalone performance your company the gross receipts have been at Rs.40,261.60 Lacs recording a growth of 8.25 % over the preceding year. The exports during the year have been at Rs.9,154.00 Lacs, as against Rs. 3,152.00 lacs in the preceding year, an increase of 290%, which has mainly been on account of exports of Dyes and Intermediates. Considering our current imports, in terms of Rock Phosphate and other chemicals amounting to Rs.30.02 Crs, our gross exports are much higher to our imports, we have 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 been marginal. The sales in the Dyes & Intermediate divisions in value terms have recorded an increase of around 11.5% though in terms of volume there has not been any significant increase, indicating a better price realisationin these divisions. The Dye-intermediate division had a fairly good growth in production volumes clocking around 96% capacity utilisation, however in view of the increased captive consumption for manufacture of Dyes; the saleable volumes have been comparatively low. Further, on account of improvement in the prices of intermediates during the year, the Revenue realisation from intermediates has improved by about 13.2%.

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

2018-19 2017-18

Growth

Division Qty MT Rs. Crs. Qty MT Rs. Crs. Volume Revenue % share of Revenue
Dye Intermediates 6,433.00 226.78 6,569.00 200.31 -2% 13% 57%
Dyes 3,672.00 109.07 3,424.00 101.15 7% 8% 27%
Fertilisers 33,436.00 47.83 55,063.00 54.05 -39% -12% 12%
Cattle Feed 2,070.00 5.99 2,340.00 6.09 -12% -2% 2%
Acid (Saleable) 8,085.00 8.86 14,221.00 7.74 -43% 14% 2%
398.53 369.34 100%

From the aforesaid it can be observed that the Dye-Intermediates and the Dyes Divisions both have recorded a fair growth in terms of revenue. The average price realisations have also recorded improvement in both these verticals. As regards the decline in Volume of Dye-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 year under reference was subdued mainly on account of erratic rains in certain parts of the state.. The Sales of fertiliser of your company on a standalone basis has been at 41,702 MT which is about 28% of the overall installed capacity. We could however partially mitigatethe 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 100,000 33,437 26.14 33%
SC 12,000 811 0.52 7%
NPK 18,000 2,105 3.40 12%
SOP 20,000 5,349 17.78 27%
Total 150,000 41,702 47.84 28%

As regards the cattle feed division which is used only to the extent of utilising the spent acid generations from the Dye-intermediates division, it has achieved a sales of 2070 MT at a capacity utilisation of 46%,

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

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

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

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 maintaining steady progress over the years in terms of sales and profits. Over the last 5 years, the Revenue has grown at a CAGR of around 11.3% p.a. with continues efforts on improvement in process yields, better cost control by way of better inventory management, has reflected in terms of lower raw material cost which has resulted in reduction from 73.3% in FY2015 to 66.6% during FY 2019. With better operational efficiency the EBIDTA margins have also improved from 11.8% to around 15.3% in 2019. The profit After Tax has consequentially improved 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, recording an 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, as also establishing the 1st SOP Plant and further doubling the capacities of the Dyes plant to 6000 MTA and that of the SOP plant to the current 20,000 MTA have all been completed and 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 and commissioned during the next 2 years between 2019-20 & 2020-21.

It may be recalled that your company had acquired a plot of land admeasuring 40,000 Sq. Mts. for the fifth unit at Add. Lote MIDC, for setting up additional manufacturing capacities for Dyes, Dye-Intermediates and other Chemicals based on Sulphur Chemistry. In this direction we had already received Consent to Establish (CTE) from the MPCB for the Inorganic Products and had also received the TOR clearance from the SEIA for the Organic Products. However in view of certain local issues, the MIDC has converted the said Industrial area into a Non-chemical zone. As a result we were forced to surrender the plot back to MIDC and have now acquired a plot admeasuring 34,408 sq. Mts. In proper Lote MIDC and are in the process of seeking a fresh, the aforesaid clearances. This has delayed the expansion plan by nearly a year. Never the less; we have already started placing orders for the bought out Machinery &Equipments as also started fabrication work of the various fabricated equipments at various vendors for the said expansion. It is now rescheduled to commission these plants one-after-another starting December 1920.

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

You may recall that after taking over KPPL in October 2017, we have been in a position to turn around the unit which today is quite a profitable venture, contributing more than 12% to the top line and around 10% to the bottom line of SPCFL earning a Return on Capital Employed (ROCE) to the extent of 17.6%.

Encouraged by the demand of SSP in Central and Northern India, we are now in the process of a further Inorganic Expansion by way of takeover of a unit through NCLT under IBC Code, engaged in the Manufacture of SSP in MP with an installed capacity of 1.50 Lakh MTA. SPCFL has been adjudged the Highest Bidder, and the matter is currently awaiting the final 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 existing consolidated top line by another 15%.

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

SPCFL also proposes to put up a solar power plant of 2.6MWp capacity under the "Open Access 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 the aforesaid installation we shall be in a position to cut down on our power expenses to the tune of 20 to 25%.

The Total Project cost for the aforesaid 3 expansions is estimated at Rs.115.00 Crs and is proposed to be met mainly by way of internal accruals and a small Term loan of Rs.7.30 Crs 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 the textile Industry, which constitutes a major portion of its production and falls under the Broad classification of Colorant Chemicals (Dyes & Pigments). The Indian colourants industry mainly constituting the manufacture of Dyes & Pigments is estimated at $5.0 bn of which nearly 2/3rd is exported. The Industry has been growing at an average rate of 15% over the last decade and caters to around 12% of the global market demand. Of the total production of Dyes nearly 70% of the dyestuff is supplied to the textile industry while leather and paper industries account for the remaining. Nearly 50% of the dyes manufactured are Reactive dyes used mainly for dying of Cellulosic Material like Cotton, linen & Hemp.

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

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

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

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

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

Stringent environmental norms: The Chinese government have started implementing stricter environmental protection norms. In 2017, an estimated 40% of the chemical manufacturing capacity in China was temporarily shut down for safety inspections, with over 80,000 manufacturing units charged and fined for breaching emission limits. China’s Ministry of Environmental Protection enforced strict penalties on polluting industries, including Dyes and Intermediates. Also, the Chinese government has mandated the construction of compulsory effluent treatment plants and imposed green tax on the chemicals industry to combat pollution. As a result, the overall cost of production is likely to go up with capital expenses incurred towards effluent treatment as well rise in compliance cost.

Rising cost of labour: The labour cost in China was lower than that of India till 2007. 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 more than doubled compared with India, rendering Chinese manufacturers’ uncompetitive vis--vis India in terms of labour cost.

All these factors have been helping the Indian Industry to be a preferred destination for sourcing these chemicals. Besides, in view of the cheap labour availability, the growth of the Garment industry in South East Asia has created a great potential for the Colorant industry in this part of Asia, being the main factors of the Industry becoming a major 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. The decline of the traditional producers in the developed world, particularly in Europe, and the simultaneous ascent of new ones in Asia, particularly India and China, is arguably one of the most significant opportunities ever seen in this industry. The shift has been quite swift and followed the migration of end-user industries – notably textiles and leather – to low cost economies of Asia. And now with the changing scenario of the Industry, moving towards India, coupled with the large domestic market for the product in China itself, has rendered China’s supply position dwindling and has thus opened up great vistas ushering in great opportunity for this sector in India.

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

7. FUTURE OUTLOOK:

The Dyes and Dye intermediate market in India is already witnessing the effects of the stern approach of the Chinese government on the operational parameters of the Chemical Sector in China, which has positively impacted in improved market sentiments for the Indian products in terms of improved demand and prices as is being witnessed for the last couple of years. However in view of the emerging international political scenario, it is also feared that the global economy may have a negative impact in the short term view, however considering the medium to long term view, the Indian Chemical Industry is poised for 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 to India and other Asian countries, the Indian market has been witnessing accelerated demand which is expected to improve in the coming years, more so with the Indian Products having an edge over those of China on account of various socio economic and environmental factors.

Credit rating: The external credit rating of your company continues at the earlier "A (+)" with "the outlook on long term rating at Stable" and "A1" on short term scale, respectively by ICRA, which has been as a result of our stable performance and financial discipline.

8. RISKS & CONCERNS:

After a steady and encouraging market position in the 1st two quarters of FY-19 the dyes and intermediate market, from the 3rd Quarter has been witnessing a steady slowdown in the demand and pricing mainly on account of global economic slow-down. Further, in the fertiliser segment the erratic monsoon conditions resulted in lower off take of fertilisers both during the Kharif and Rabi seasons in the region, added to this was the long holdup of subsidy disbursal through the newly introduced DBT & POS system. These factors have been causing financial and operational hurdles and setbacks, resulting in poor performance of the fertiliser division. This has to a certain extent mitigated through better off-take in the Northern region through our subsidiary KPPL. Never the less we 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 political situations, the dependence on Government policies and decisions which require long stabilization periods on their implementation, all of which ultimately impact the overall performance of the industry. These are all factors which are beyond the control of the private enterprise and 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 during the financial year under review.

10. DIVIDEND:

Considering the healthy profitability over the years and the satisfactory fund flow position, vis-a-vis the requirement of sizeable funds for the expansions under pipeline, the Board of Directors have recommended a dividend of 15% (Rs.1.50 per share) for the financial 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 changed during the financial year. Company has allotted 5,04,875 shares to promoter and promoter group on 10th May, 2018; thus, the paid up Equity Share capital has increased from 3021.94 lacs divided into 3,02,19,435 to Rs.3072.43 lacs divided into 3,07,24,310Equity Shares of face 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 OWN SHARES BY EMPLOYEES OR BY TRUSTEES FOR THE BENEFIT OF EMPLOYEES:

During the year under review there was no any scheme approved and initiated by the Company 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 the Companies 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 have wide and varied experience in different disciplines of corporate functioning. The present composition of the Board includes one Managing Director, one Joint Managing Director, one Non-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 rotation and being eligible for re appointment, . has offered themselves for re appointment. Accordingly the proposal has been included for retirement of these directors by rotation and reappointment of them, in the forthcoming annual general meeting.

The Board of Directors of the Company at their meeting held on 5th November, 2018 and based on the recommendation of Nomination and Remuneration Committee approved the appointment of Mr. Satpal Aroraas an Non-Executive Independent Director. Mr. Satpal Arora, being an additional Independent director of the Company, will hold the office upto the conclusion of forthcoming annual general meeting and if appointed at the Annual General Meeting, his appointment will be valid till 4th November, 2023. He has already signified his willingness to act as Director, if appointed and has already declared that he is not to be appointed as Director of the Company, pursuant to provisions of section 164 of the Companies Act, 2013. Hence his appointment as Independent Director of the Company has been recommended at the forthcoming annual general meeting.

17. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END 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% stake in Madhya Bharat Phosphates Pvt. Ltd, a Company registered in Bhopal, Madhya Pradesh, through National Company Law Tribunal (NCLT) under the provisions of Insolvency and Bankruptcy Code, 2016. The said proposal / bid has already been approved by the Committee of Creditors (COC), as Constituted by NCLT, for an offer price of Rs.19.02/-Crore and the proposal is under final consideration before NCLT. Accordingly, the Board of Directors in their meeting held on 7th February, 2019 has already passed a resolution for maximum investment to the extent of Rs. 30 crore for the same business.The Company is still waiting 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 existing manufacturing facilities at Unit-1 located at Lote Parshuram, Ratnagiri, Maharashtra, which is the oldest one, and has maximum number of plants and the plot area is fully utilized resulting in congestion, leaving no area for medication/ expansion. The detailed note 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 expected to be completed by end of the current financial year.

These commitments may affect the financial position of the Company in current financial year. Except these, there are no significant events recorded affecting the financial position 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 Directors confirm that, to the best of their knowledge and belief:

a) In the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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 Company and that such internal financial controls are adequate and were operating effectively;

f) The director had devised proper system to ensure compliance with the provisions of all 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), the Company 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, a Corporate Social Responsibility Policy, which shall indicate the initiatives to be undertaken by the Company, recommend the amount of expenditure the Company should incur on CSR activities and to monitor from time to time the CSR activities and policy of the Company.

During the year Company has initiated few CSR activities in its close vicinity. The Company’s CSR Policy statement and annual report on the CSR activities undertaken during the financial year ended 31st March, 2019, in accordance with Section 135 of the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out in Annexure -1 to this report.

20. DISCLOSURE AS PER THE SECTION 134 OF THE COMPANIES ACT, 2013 READ WITH RULE 8 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 the Section 149(7) of the Companies Act, 2013 and the Board is satisfied that all the Independent Directors meet the criteria of independence as mentioned in Section 149(6) of the Companies Act, 2013, read with the Schedules and Rules issued thereunder, as well as SEBI (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 in a place the policy on Board diversity for appointment of directors, taking into consideration qualification and wide experience of the directors in the fields of banking, finance, regulatory, administration, legal.

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

The Policy of the Company on Director’s appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other matters as required under Section 178 sub-section 3 of the Companies Act, 2013,is available on the website of the Companyhttps://www.shreepushkar.com. W affirm that the e remuneration paid to the Directors is as per the terms laid out in the nomination and remuneration policy of the Company.

d) Board Evaluation:

As required under the provisions of Section 134(3)(p) and Regulation 27 of the Listing Regulations, the Board has carried out annual evaluation of the performance of the Board, its Committees and of individual directors and the manner in which such performance evaluation was carried out is as under:

The performance evaluation framework is in place and has been circulated to all the directors to seek their response on the evaluation of the entire Board and independent directors. 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 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 and actively in the meetings.

e) Related Party Transaction:

All related party transactions that are entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. There are no other materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The Company has amended its Policy on dealing with and Materiality of Related Party Transactions and policy on Related Party Transaction in accordance with the amendments to the applicable provisions of the Listing Regulations after the financial year end. The Policy 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 or entity belonging to the promoter/ promoter group which hold(s) 10% or more shareholding in the listed entity. However transaction entered into with related parties have been disseminated in the format prescribed in the relevant accounting standards on stock exchanges pursuant to regulation 23 of listing regulations.

The details of the related party transactions as per Indian Accounting Standards (IND AS) are set out in the Financial Statements of the Company. Form AOC - 2 pursuant to Section 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 of the Company to make it more focused in identifying and prioritizing the risks, role of various executives in monitoring & mitigation of risk and reporting process. Its aim is 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 identified that 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 mechanism for directors and employees to report their concerns. The details of the same are explained in the Corporate Governance Report.

h) Financial Summary/ Highlights:

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

i) Internal Financial Control System and their Adequacy:

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

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

j) Conservation Of Energy, Technology Absorption & Foreign Exchange Earning And Outgo:

Particulars, as prescribed under section 134 (3) (m) of the Companies Act, 2013, read with the Companies (Disclosure of particulars in report of Board of Directors) Rules 1988 or 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, a wholly owned subsidiary Company.The details of loans and guarantees are mentioned in the notes 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 Makharia as Chairman and Managing Director (hereinafter the ‘CMD’), Mr. Gautam Makharia as Joint Managing Director (hereinafter the ‘JMD’), Mrs. Ranjana Makharia– Woman Director from the Promoter group and Mr. Ramakant Nayak, Mr. Dinesh Modi, Mr. Nirmal Kedia and Mr. Satpal Kumar Arora as Non-Executive Independent Directors.

b) Board Meetings:

The Board of Directors of the Company met 7 times during the financial year. The details of various Board Meetings are provided in the Corporate Governance Report. The gap between two meetings of the board is not more than 120 days as prescribed in the Companies Act, 2013.

c) Changes in Directors & Key Managerial Personnel:

During the Financial Year 2018-2019, Mr. Satpal Arora has expressed his willingness to be appointed as the Independent Director on the Company. The Board of Directors, based on recommendation of Nomination and Remuneration Committee, appointed him as Independent Director w.e.f. 5th November, 2018, in Compliance with Section 149 of the Companies Act, 2013.

After the financial year end, Mr. Ratan Jha, Chief Financial Officer of the Company has resigned from his position on 19th June, 2019, where as Mr. Deepak Beriwala, has been appointed 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 Company, the executive non-independent Directors are liable to retire by rotation as per prescribed ratio 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 by rotation 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 the Company under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence 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 to regulation 17 of listing regulations, the Board of Directors in their meeting held on 20th May, 2019, based on recommendation of Nomination & Remuneration Committee, approved continuation of appointment of Mr. Ramakant Nayak, Independent Director of the Company,as he will be attaining the age of 75 years on 30thJune, 2020 and as per the listing regulation Company has to take members consent in their meeting for continuation of appointment till his term ends. Mr. Ramakant Nayak was appointed as Independent Director for the period of 5 years in the Board Meeting held on 11th July, 2016 and accordingly members of the Company have confirmed their appointment in the annual general meeting held on 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 its compositions

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. are provided 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 of various Audit Committee meetings are provided in the Corporate Governance Report.

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

23. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee (hereinafter the NRC Committee) comprises of Mr. Dinesh Modi (Chairman), Mr. Ramakant Nayak (Member) and Mr. Ranjana Makharia (Member) all Non - Executive Directors of the Company. During the year 2018-19 three meeting of NRC Committee was held for appointments of Two Independent directors on the Board of Directors and 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 and appointment of Directors, Senior Management and their remuneration. The policy relating to the remuneration for the directors, key managerial personnel and other employees is disclosed as Annexure-5.

24. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee comprises of Mr. Dinesh Modi (Chairman), Mr.Ramakant Nayak (Member) Mr. Ranjana Makharia (Member) Non- Executive Directors of the Company. The Committee met Four times during the year, details of which are reproduced in the appropriate section of Corporate Governance Report.

25. CORPORATE GOVERNANCE:

At Shree Pushkar Chemicals & Fertilisers Limited we ensure that we evolve and follow the good Corporate Governance practices. As a listed Company, we submit Quarterly Corporate Governance Report to stock exchange confirming all compliances with necessary laws applicable to us. Pursuant to compliances of Listing Regulations of Securities Exchange Board of India (SEBI), the Management Discussion and Analysis, the Corporate Governance Report and the Auditors’ Certificate regarding Compliance of Conditions of Corporate 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 provisions of Companies Act, 2013, dividends that remain unpaid/unclaimed for a period of seven years, 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 and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure-4 and forms 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 been given 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 Regulator or Courts.

30. FINANCE:

Cash and cash equivalents as on March 31, 2019 was Rs.37.22 Lacs (In earlier year it was 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 check through continuous monitoring.

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

The Company has framed policy of prevention of women’s harassment at work place and covered all employees so could directly make complaints to the committee, if such situation arises. The total number of complaints received and resolved during the year is as 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 on National Stock Exchange Ltd and Bombay Stock Exchange Ltd. The Company has paid the listing fees and complied with listing regulations.

33. INDUSTRIAL RELATIONS:

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

34. DIRECTORS’ DISQUALIFICATION:

Disqualified None of the directors of the Company as per the provision of section 164 of the Companies Act, 2013 or listing regulation or any other law as may be applicable, as on 31st March 2019, except Mr. Nirmal Kedia, who was disqualified pursuant to section 164(2) of the Companies Act, 2013 in the financial year 2017-18, is now qualified to be appointed as Director after removal of his disqualification and compliance of 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 limits prescribed 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) Rules,2014 or any other law as may be applicable.The relation between employees and management are cordial during the year.

36. SUBSIDIARY COMPANIES:

A statement containing the salient features of financial statements of subsidiary companies of the Company is given in the prescribed Form AOC – 1, forms a part of Consolidated Financial Statements (CFS) in compliance with Section 129 (3) and other applicable 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 the Policy for determining material subsidiaries and accordingly Kisan Phosphates Pvt. Ltd has become material subsidiary of the Company. The said policy may be accessed on the website of 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 (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations") and applicable Accounting Standards, the Audited Consolidated Financial Statements of the Company for the financial year 2018-19, together with 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, Chartered Accountants, were appointed as Statutory Auditors of the Company for a period of 5 years, in their Annual General Meeting held in August, 2016, pursuant to provisions of section 139 of the Companies Act, 2013.

The Auditors’ Report for the financial year ended 31 st March, 2019, on the financial statements of the Company is a part of this Annual Report.

The observation made in the Auditors Report read together with relevant notes thereon under Section 134 of the Companies Act, 2013 are self-explanatory and hence, do not call for any further comments .

39. SECRETARIAL AUDIT:

The Board had appointed M/s. DSM & Associates, Company Secretaries, to carry out Secretarial Audit 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 year 2018-19. The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General 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, in relation to compliance of all applicable SEBI Regulations/circulars/ guidelines issued there under, pursuant to requirement of Regulation 24A of Listing Regulations is set out in Annexure-8 to this report. The Secretarial Compliance Report has been voluntarily disclosed 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 of Directors with less than seven days in advance.

The notice for all the meetings of Board of Directors held during the financial year was sent at least seven days in advance, except on few occasions, considering the nature and urgency of the business to be transacted at the meeting, the agenda and notes forming part 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 next financial year and continuously trying to identify the project where it can appropriately utilize 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 serving upon him cautionary notice and a monitory penalty for breaching of Code of Conduct under the SEBI Regulation. The necessary compliances pertaining to the aforesaid matter has been filed with stock exchanges.

40. COST AUDITOR:

The Company is required to maintain cost records for certain products as specified by the Central Government under sub- section (1) of Section 148 of the Act, and accordingly such accounts and records are made and maintained in the prescribed manner.

The Board of Directors of the Company has appointed M/s. Dilip Bathija, Cost Accountant, as the Cost Auditor of the Company to conduct the audit of cost records of certain products for the financial year 2019 - 20.

The remuneration proposed to be paid to the Cost Auditor, subject to ratification by the members of the Company at the ensuing 26th AGM, would not exceed Rs. 70,000 (Rupees seventy 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 as the Cost Auditor for conducting audit of the cost records for the financial year 2019-20 along 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 Shareholders, Investors, clients, vendors, bankers, Regulatory and Government authorities, Stock Exchanges and business associates for their cooperation, encouragement and continued support extended to the Company. Your Directors also wish to place on record their appreciation to the Associates for their continuing support and unstinting efforts in ensuring 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 August,2019.

Place: Mumbai

CAUTIONARY STATEMENT

Statements in this Directors’ Report and Management Discussion and Analysis describing the Company’s objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Company’s operations include raw material availability and its prices, cyclical demand and pricing in the Company’s principle markets, changes in Government regulations, Tax regimes, economic developments within India and the countries in which the Company conducts business and other ancillary factors.