Shree Pushkar Chemicals & Fertilizers Ltd Management Discussions.

DIRECTORS REPORT AND MANAGEMENT DISCUSSION & ANALYSIS REPORT

To, The Members, Shree Pushkar Chemicals & Fertilisers Limited

Your Directors have pleasure of presenting the 24th Annual Report of your Company along with the Audited Accounts of the Company for the financial year ended 31 st March, 2017. The Management Discussion and Analysis is also included in this report.

1. SUMMARY OF FINANCIAL RESULTS:

The Companys financial performance, for the year ended 31 st March, 2017 is summarized below:

(Rupees in Lacs)

PARTICULARS YEAR ENDED 31/03/2017 YEAR ENDED 31/03/2016
Total Revenue 31302.16 24876.15
Profit Before Interest, Depreciation & Tax 5366.64 3389.17
Depreciation for the year 548.82 380.16
Interest Cost 175.68 95.76
Profit Before Taxation 4642.14 2913.25
Provision for Income Tax (1040.00) (622.50)
Provision for Deferred Tax (552.56) (161.96)
MAT Credit Entitlement availed 0 100.70
Profit After Taxation 3049.58 2229.49
Add: Profit Brought Forward from Previous Year 7615.83 5750.05
Less: Dividend Including Dividend Distribution Tax 0 (363.71)
Balance carried to Balance Sheet 10665.41 7615.83

2. OPERATIONS:

During the year under review, the Revenue from operations of your Company has been at Rs. 31,302.16 lacs an increase of 25.83% over last years revenue of Rs. 24,876.15 Lacs. This has been mainly on account of better performance of the Dye-intermediates segment coupled with the contribution coming from the Dyes Division effectively launched during the year. The Dyes & Dye-Intermediate division together contributed about 76% of the revenue. The improvement in sales of the Intermediates division has mainly been on account of a steady stabilization of the prices during the year. It may be recalled that the prices of some items of Dye-intermediates like H-Acid & VS have been experiencing an unprecedented volatility over the last year and a half. The prices of these items to as have been fluctuating high as 182% in most of the core products. However with the stabilization of prices during the year, the production volumes have increased by about 25%.

This has resulted in better profitability as compared to that of the preceding year.

The exports during the year have been at Rs.1,904.43Lacs. Considering raw material imports during the year, in terms of Rock Phosphate, chemicals and to a certain extent Sulphur, we still continue to be a net importer.

With respect to the Fertiliser division, it may be recalled that we had commissioned the NPK mixed fertilisers plant in the last quarter of FY 2015-16. In FY 2016-17, the year under reference we have commissioned the Sulphate of Potash (SOP) plant with a capacity of 10,000 MT/ annum in October 2016. Thus we now have four distinct products in this vertical, each having their own specialized area of usage for different cash crops.

The sale of fertiliser during the Kharif season in the first half of the year was subdued due to delay in the monsoons, we could however partially mitigate the same during the Rabi season and the overall sale of fertilisers have been to the extent of about 59,772 MT having an overall capacity utilisation of about 45%, contributing Rs.5,758 lakhs to the overall revenue.

The Capacity utilisation in the Cattle feed division which is used only to the extent of utilising the spent acid generations from the Dye-intermediates division, has however remained stagnated at a sale of Rs. 580lakhs.

As regards the Acid division, in view of the increase in captive consumption of this product on account of better capacity utilisation of the Dye-Intermediate division, there has been a corresponding reduction in the availability of saleable acid. The sales realization in this division has thus recorded a decrease by about 37%.

The segmental sales across the 5 product verticals as compared to that of last year are as under:

16-17 15-16 Growth % % share of Revenue
Division Qty MT Rs. Crs Qty MT Rs. Crs Volume Revenue 16-17 15-16
Reactive Dyes 1,398 41.53 -- -- 100% 100% 13% --
Dye Int. 6,014 197.88 4,944 170.4 22% 16% 63% 71%
Cattle Feed 2,145 5.80 2,203 5.97 -3% -3% 2% 2%
Fertilisers 59,772 57.58 55,606 48.67 8% 18% 18% 20%
Acids (Saleable) 17,257 10.23 24,686 16.26 -30% -37% 3% 7%

OVERALL PERFORMANCE DURING THE LAST 5 YEARS

Viewing the operational performance of the Company which made a modest beginning in the year 2001, The Company has been expanding both by way of Backward and forward integration more specifically during the last 5 years. Utilising the waste generated in the process to give rise to newer value added products thereby improving the operational efficiency and leading to better profitability. This can be gauged from the figures of revenue vis--vis raw material cost.

This unique business model of utilising the waste generated into value added by-products has helped the Company to efficiently tackle the pollution problem, winning for itself the distinction of a "Zero Waste" Company.

This feature along with improvement in process yields, a better cost control and inventory management has reflected in terms of lower raw material cost to sales, which has come down from 73.8% in FY2012-13 to around 67.5% in 2016-17.

In terms of sales and profits the Company has been maintaining a steady progress over the years. Viewing the overall performance over the last 5 years the Companys revenue receipts has steadily grown at an average rate of 22% p.a. with the post-tax profits having an average annualized growth of 104%.

The EBIDTA over the last 5 years has grown from Rs.22.74 Crs in 2012-13 to Rs.52.34 Crs in 2016-17, which in % terms has improved from 13.2% to 16.7 % during the period.

The Earning per share on the expanded capital, in view of the IPO last year has also improved from Rs.8.51 in 2016 to Rs.10.09 in 2017.

3. EXPANSION -UTILISATION OF IPO FUNDS

The raising of funds through the IPO was completed in the August 2015, wherein the Company has raised a total of Rs.62.14 Crs. of the said funds a sum of Rs.40.64 Crs were spent during the year 2015-16 towards the planned expansion, leaving Rs.21.50 Crs as balance pending utilisation.

During the year the Company has utilised the said balance funds and has completed the entire expansion project.

It may be recalled that the commercial production of the Reactive Dyes plant commenced in May 2016, whereas the VS plant had been commissioned in June 2016, while the H-acid plant was commissioned and put on trial runs in March 2017. With the said commissioning, the entire expansion as was envisaged through the IPO proceeds stands completed.

As regards the funds earmarked for other corporate purposes at Rs.4.00 Crs. also stands utilised towards setting up of the new office premises at Goregaon, and purchase of an additional new plot of land admeasuring 40,000 sq. MTs at MIDC Lote, for future expansion.

4. FUTURE OUTLOOK:

As has been witnessed over the last decade and a half, there has been a consistent shift in the manufacturing base of Dyes and Dye-intermediates from the western countries to the Asian countries, with the market for these products having witnessed accelerated demand in this part of the globe. China being the leader, enjoying over 60% of the Global market share, followed by India, which of course currently has a much smaller share of the Pie.

However over the last 2 to 3 years, it is witnessed that quite a few large units in China have been facing closures and shutdowns off and on. This has mainly been attributed to the acute pollution and environmental problems faced by these units augmented by the governments critical thrust on pollution control and cleaner environment. As such because of the extra-large individual capacities of these units in general, these shutdowns have resulted in marked price volatility, of which all of us are aware.

Incidentally because of a much similar situation the Indian Dyes and Dye-intermediates Industry, which had a major and sizeable presence of small scale units, witnessed a large number of small scale units closing down and the industry undergoing a consolidation, resulting in dominance by units in the organised sector based on economies of scale having better management and a thrust on cleaner environment and better pollution control facilities. The Indian Dyes & Intermediates Industry has thus been witnessing an unprecedented rise in demand for its products, consistently increasing due to the aforesaid factors within and outside the country.

We at Shree Pushkar are also in the process of continuously gearing up our activities to be in line with these developing trends. On a three years prospective we have already initiated the following activities to take full benefit of the situation.

Capacity Expansion

Reactive Dyes: To keep pace with the aforesaid situation of encouraging response for our reactive dyes and the consequent steady stabilisation of our products in the market, we are already in the process of firstlap of our capacity expansion of

Reactive dyes increasing from the existing capacity of 3000 MTA to 6000 MTA. The additional spray drying plant has been installed, and a few minor balancing equipments are in the process of installation. This additional capacity is expected to be commissioned within the next one month taking the capacity of the Reactive Dyes to 6000 MTA.

Sulphate of Potash (SOP): The launch of our SOP in the fertiliser Division, followed by launch of "Granular Calcium

Chloride" the Bye product in the manufacture of SOP, were carried out in October 2016 & February 2017 respectively. These products have also been receiving encouraging response. We have therefore taken up expansion of the SOP capacity and have already placed order for the second furnace of 10,000 MTA. The delivery of the said plant is expected by October 2017 and the expanded capacity is slated to be commissioned by end of the financial year.

Textile processing Chemicals: As was indicated in the last annual report, we have launched 12 auxiliary Textile processing chemicals around mid of FY 2016-17. These products have shown good market acceptance, and with the demand for these products steadily increasing we propose to launch a few more chemicals in the current year and have also initiated active steps for setting up a proper manufacturing facility for these items on Plot No.D-18.

We are thus moving in the direction of providing a one-stop textiles solution Company.

Keeping in view our future needs we have already acquired an additional plot of land in the Additional MIDC Lote admeasuring 40,000 sq. Mts. for future expansions in the medium term plan.

Credit rating: The external credit rating of your Company has further improved from the earlier "[ICRA]A (-)" on long term scale and "[ICRA]A2+" on short term scale, to "[ICRA]A" and "[ICRA]A1" respectively by ICRA, which has been as a result of our performance and financial discipline.

The aforesaid steps for expansion in the near future would pave the way for accelerated growth in the future. We also propose to further strengthen our administrative machinery to augment our future plans.

5. RISKS & CONCERNS:

After fall in the price volatility of the dye-intermediates market bringing about price stabilization, delay in the onset of monsoon resulting in lower off take of fertilisers during the first half of the year, we had a satisfactory performance last year by way of better capacity utilisation vis--vis improved EBIDTA and PAT margins. 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 Brexit Referendum, the dependence on Government policies and decisions 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.

6. DIVIDEND:

Keeping in view the current operating results and our preparedness with future plans for expansion your Board has recommended a 15% final dividend on the paid up equity share capital for the financial year 2016-17.

7. TRANSFER TO RESERVES:

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

8. SHARE CAPITAL:

The paid up Equity Share Capital of the Company as on March 31, 2017, remained unchanged as Rs. 3021.94 Lacs during the financial year.

9. ACCEPTANCE OF DEPOSIT:

Your 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.

10. DIRECTORS:

The Board of Directors of the Company, at present, comprises of 6 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 three 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. 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, have 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.

Ms. PoonamGarg, Nominee Director of IFCI Venture Capital Fund Limited, has tendered her resignation due to withdrawal of nomination from IFCI Venture Capital Fund Limited, with effect from 7th December, 2016.

Accordingly, Mrs. Ranjana Makharia was appointed as an additional director of the Company with effect from 10th February, 2017, to comply with the provisions of section 149 of the Companies Act, 2013.

Mrs. Ranjana Makharia, being an additional director of the Company, will hold the office upto the conclusion of the forthcoming annual general meeting. She has already signified her willingness to act as Director, if appointed and have already declared that she is not disqualified to be appointed as Director of the Company, pursuant to provisions of section 164 of the Companies Act, 2013. Hence her appointment as Director of the Company has been recommended at the forthcoming annual general meeting.

11. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT:

the financial position between the end of the financial year and date of the There are no significant Report.

12. 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 this Companies Act, 2013 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 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 system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

13. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

As part of its initiatives under "Corporate Social Responsibility" (CSR), the Company has 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 is also contemplating the idea of formalizing the CSR activities by formation of Charitable Trust or any other suitable form of entity, to undertake the various activities such as education for under privileged, health and sanitation, promoting and upliftment of cultural values, arts. Details of the policy and implementation of the CSR activities during the year are provided under Annexure "1".

14. 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.

c) Companys Policy on Directors appointment and Remuneration:

The Nomination Remuneration and Compensation Committee (hereinafter call as "NRC Committee") has put in 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,

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 Directors 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 Company. We affirm that the 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 an annual performance evaluation of its own performance, 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 directors 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) Particulars of Contracts or Arrangements with Related Parties:

All related party transactions that are entered into during the financial year were on an arms length basis and 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.

f) Risk Management Policy:

During the year, Management of the Company evaluated the existing Risk Management Policy 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 tradeoff. The Risk Management Policy has been reviewed and found adequate to the requirements of the Company, and approved by the Board.

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 audit observations and recommendations along andtherebystrengthenthecontrols.Significant 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 financial year, the Company had invested Rs.1 Lac by subscribing to the equity shares of the Company LCI Textile Solutions Private Limited and made this Company a wholly owned subsidiary Company. Eventually after reconsidering its future strategies and takeover plans, the Company has sold all of its investment to outsiders. The transfer was done at par price and to the new management of the Company, which is not related to the Company or promoters of the Company.

15. BOARD MEETINGS, BOARD OF DIRECTORS, KEY MANAGERIAL PERSONNEL & COMMITTEES OF DIRECTORS

a) Board of Directors:

At present the Board of Directors consists of 6 Directors namely Mr. Punit Makharia as Chairman and Managing Director (hereinafter called as the ‘CMD), Mr. Gautam Makharia as Joint Managing Director (hereinafter called as the ‘JMD), both from Promoter group, Mr. Ramakant Nayak, Mr. Dinesh Modi and Mr. Nirmal Kedia as Non-Executive Independent Directors and Mrs. Ranjana Makharia– Woman Director, who was appointed as a Non- Executive Director in the month of February, 2017.

b) Board Meetings:

The Board of Directors of the Company met 6 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 2016-2017, CS Kishan Bhargavh as expressed his inability to continue as Company Secretary and Compliance Officer of the Company and has tendered his resignation with effect from 1st June, 2016. The Board of Directors has appointed CS Satish Chavan asa Officerof the Company Secretary and Compliance vide

Board Resolution dated 11th July, 2016.

Ms. Poonam Garg, Nominee Director of IFCI Venture Capital Funds Limited, has tendered her resignation in consequence of withdrawal of Nomination by IFCI Venture Capital Fund Ltd, w.e.f. 7th December, 2016. The Company has appointed Mrs. Ranjana Makharia as Non-Executive Woman Director in compliance with the provisions of section 149 of the Companies Act, 2013..

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

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 Mr. Ramakant Nayak, Mr. Dinesh Modi and Mr. Nirmal Kedia, Independent Directors of the Company were reappointed as Independent Directors 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. Nirmal Kedia– Chairman
Mr. Ramakant Nayak - Member
Mr. Dinesh Modi – Member
3. Stakeholders Relationship Committee Mr. Dinesh Modi – Chairman
Mr. Nirmal Kedia – 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.

16. MEETING OF BOARD OF DIRECTORS:

The Board of Directors met 6 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 as prescribed in the Companies Act, 2013.

17. AUDIT COMMITTEE OF THE BOARD OF DIRECTORS:

The Audit committee comprises of Mr. Ramakant Nayak (Chairman), Mr. Dinesh Modi (Member) both independent Directors and Mr. Punit Makharia (Member), CMD of the Company. There were four meetings of the Audit Committee held during the year. The details 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.

18. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee (hereinafter the NRC Committee) comprises of Mr. Nirmal Kedia (Chairman), Mr. Ramakant Nayak (Member) and Mr. Dinesh Modi (Member) all Independent Directors of the Company. During the year 2016-17 two meetings of NRC Committee were held for appointments of Managing Directors, Independent Directors, non-executive director and Company Secretary. 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".

19. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee comprises of Mr. Dinesh Modi (Chairman), Mr. Ramakant Nayak (Member) and Mr. Nirmal Kedia (Member) all Independent 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.

20. CORPORATE GOVERNANCE:

At Shree Pushkar Chemicals & Fertilisers Ltd, we ensure that we evolve and follow the good Corporate Governance practices. As a listed Company we submit the 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 DirectorsReport

21. 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 Protection and Education Fund".

During the year there were no transfer to IEPF, also there were no any unclaimed dividend.

22. 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 "6" 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 "6" to the Directors Report

23. SOCIAL CONNECT

The Company has connected socially through CSR activities only.

24. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year, Companys ex-Customer, Huntsman International (India) Private Limited Company has filed Civil suit with the Honorable Court of Delhi, at New Delhi, for injunction and damages for Rs.300.00 lacks against Abiss Textile Solution Private Limited (A Company promoted by the two promoters of the Company), the Company and its promoters, for allegedly using confidential and proprietary information of the Customer for manufacturing, marketing and selling Dye products and for other consequential relief. The Honable High Court of Delhi has granted an ex-parte interim injection order in this matter till the next date of hearing.

In this adverse condition, the Company has filed criminal and cheating complaint with Economic Offences Wing (EOW) on 19th July, 2016, summary suit with Honble Bombay High Court on 20th July, 2016 for recovery of unpaid dues, Damage and defamation court suit with Honble Bombay high Court on 8th September, 2016 of Rs. 25,000 Lacs for malafide intention behind damaging and defaming image of the Company and winding up notice issued under sec. 433 & 434 of the Companies

Act, 1956, on August, 2016, against the officials, directors of Huntsman International (India) Private Limited

The related disclosures of this matter have been made to the stock exchanges and hence the matter is sub-judiced.

25. FINANCE:

Cash and cash equivalents as at March 31, 2017 was Rs. 2249.18 Lacs (In earlier year it was Rs. 4176.70 Lacs). The Company 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.

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

The Company hasframed policy of preventionof womens harassment at work place and covered all employees so they 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

27. LISTING

During the year under review your Company has remained listed as regards its Equity Shares on National Stock Exchange Ltd and BSE Ltd and it will remain listed on it. The Company has paid the listing fees and complied with listing regulations.

28. INDUSTRIAL RELATIONS:

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

29. DIRECTORS DISQUALIFICATION:

None of the directors of the Company are disqualified as per the provision of section 164(2) of the Companies Act, 2013 or any other law as may be applicable, as on 31st March 2017.

30. 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.

31. SUBSIDIARY COMPANIES:

During the financial year, the Company had invested Rs.1 Lac by subscribing to the equity shares of the Company LCI Textile

Solutions Private Limited and made this Company a wholly owned subsidiary Company. Eventually after reconsidering its future strategies and takeover plans, the Company has sold all of its investment in this Company to outsider. The transfer was done at par price and to the new management of the Company, which is not related to the Company or promoters of the Company.

At the end of the financial year, the Company does not have any subsidiary Company, to report under this section.

32. AUDITORS:

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, at the annual general meeting held in August, 2016, pursuant to provisions of section 139 of the Companies Act, 2013, provided the members of the Company ratify their appointment at each and every annual general meeting.

Accordingly the ratification of reappointment of M/s. S. K. Patodia & Associates, Chartered Accountants, as Statutory

Auditors of the Company, has been recommended in the forthcoming annual general meeting and the members of the Company are requested to consider the ratification of appointment of Statutory Auditors in the forthcoming annual general meeting.

33. AUDITORS REPORT:

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

34. 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 2016-17. The Secretarial Audit Report is annexed to this report as Annexure "7". The Secretarial Audit Report does not contain any qualification or adverse remarks.

35. COST AUDITOR:

Pursuant to provisions of section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, your Company has appointed M/s. Dilip Bathija, Practicing Cost Accountant to carry out the Audit of Cost Records for the financial year 2017-18.

36. ACKNOWLEDGEMENT:

Your 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

Sd/-

Punit Makharia

Chairman & Managing Director

DIN: 01430764

Date: 3rd August, 2017

Place: Mumbai