Home  »  Company  »  Shree Pushkar Chemic  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Shree Pushkar Chemicals & Fertilisers Ltd.

Mar 31, 2016

The Directors have pleasure of presenting before you the 23rd Annual Report of your Company along with the Audited Accounts of the Company for the financial year ended 31st March 2016. 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, 2016 is summarized below:

(Rupees in Lacs)

PARTICULARS

YEAR ENDED 31/03/2016

YEAR ENDED 31/03/2015

Total Revenue

24870.23

26652.00

Profit Before Interest, Depreciation & Tax

3389.17

3009.37

Depreciation for the year

380.16

362.47

Interest Cost

95.76

367.16

Profit Before Taxation

2913.25

2279.74

Provision for Income Tax

(622.50)

(477.84)

Provision for Deferred Tax

(161.96)

63.12

MAT Credit Entitlement availed

100.70

-

Profit After Taxation

2229.49

1865.02

Add: Profit Brought Forward from Previous Year

5750.05

3885.03

Less: Dividend Including Dividend Distribution Tax

(363.71)

0

Balance carried to Balance Sheet

7615.83

5750.05

2. OPERATIONS:

During the year under review, the Revenue from operations of your company has been at Rs.24,870.23 lacs an apparent reduction from last year’s revenue of Rs.26,652.00 Lacs. The exports during the year has been at Rs.2093.20 Lacs, considering our current imports, in terms of Rock Phosphate and Sulphur which are basic raw material for SSP & Sulphuric Acid, we still continue to be a net importer.

The reduction in sales during FY 2015-16 has been of the order of 6.69% over last year. This has mainly been on account of the Dye-intermediate division, which experienced a steady stabilization of the prices during the year. It may be recalled that some items of Dye-intermediates like H-Acid & VS have been experiencing an unprecedented volatility during the last over a year and a half. Wherein the average annual prices of these items have been fluctuating in the range of 26% to as high as 82% in most of the core items. However with the stabilization of prices the production in terms of volumes has improved by about 25%. This has resulted in better profitability as compared to that of the preceding year.

As regards the Fertilizer division, the sale of fertilizer during Kharif season in the first half of the year under reference was subdued due to delay in the monsoons, We could however partially mitigate the same during the Rabi season and the overall sale of fertilizers have been to the extent of about 55,600 MT having a capacity utilization of about 48% contributing Rs.48.46 Crs to the overall revenue.

A good news is that the Company having struggled for the past about 2 years has been successful in receiving license from the Govt. of Maharashtra, for manufacture of mixed NPK fertilizers, an item extensively used across cash crops throughout the country. Accordingly a capacity of 20,000 MTA has been established for this product, in the Soil Conditioner granulation plant, without any significant capital cost, as there was sufficient idle capacity in this department. The manufacture of this item commenced in January 2016.

The Capacity utilization in the Cattle feed division which is used only to the extent of utilizing the spent acid generations from the Dye-intermediates division, has recorded, an increase of 13% in volumetric terms.

As regards the Acid division, in view of the increase in captive consumption on account of better capacity utilization of the Dye-Intermediate division, there has been a corresponding reduction in sales volume (saleable acid), never the less on account of improved pricing and sale of a special quality of Sulphuric acid required by a few customers, which commands a premium price, the sales realization in this division has recorded an increase by about 58%.

The segmental sales across the 4 product verticals as compared to last year have been as under:

15-16

14-15

Growth %

% share of Revenue

Division

Qty MT

Rs. Crs

Qty MT

Rs. Crs

Volume

Revenue

Dye Int.

4,944

170.40

3,957

201.24

25%

-15%

70.6%

Cattle Feed

2203

5.97

1949

5.34

13%

12%

2.5%

Fertilizers

55606

48.67

49317

48.19

13%

1%

20.2%

Acids (Saleable)

16137

16.26

19124

10.32

-16%

58%

6.7%

Viewing the operational performance of the company which made a modest beginning of manufacturing activities in the year 2001 with a single plant for manufacturing Gamma Acid, has been expanding both by way of Backward and forward integration and currently has 7 dye-intermediate plants, A plant for manufacture of Sulphuric and its derivative Acids - like Oleums & Chloro sulphonic Acid (CSA) with a captive power plant based on waste heat generated in the manufacture of Acids, A plant for manufacture of Di-Calcium Phosphate-DCP (A cattle feed supplement) based on spent acid generated in the manufacture of Die-intermediates, as also fertilizers like SSP manufacture based on 70 % acid generated in the manufacture of CSA, and “Dharti Ratna” our branded Soil Conditioner based on Gypsum generated in the manufacture of DCF! This unique model of the company of utilizing the waste generated into value added by products has helped the company to tackle the pollution problem so critical in our type of industry, and has won for itself the distinction of “Zero Waste” company. The company has successfully maintained steady progress over the years in terms of sales and profits. During the last 5 years the company’s revenue receipts has been growing at an average rate of 13.5%

With our continues efforts on improvement in process yields, better cost control by conservation on other fronts including better inventory management has reflected in terms of lower raw material cost from 76% in FY2012 to around 70% during the year under reference. The Earning per share has also improved from Rs.2.60 to Rs.9.10 during 2012 to 2015. The EPS for FY2016 has been at Rs7.40 on the expanded capital.

The Operating profit as also the Profit after taxes have grown at the rate of 12.3% and 62.4% respectively during the corresponding period.

This reflects in terms of rise in the net worth of the Company which grew from Rs.23.13 Crs as at FY 2012 to Rs. 163.13 Crs as on 31.03.2016, registering a compounded annual growth rate of 27.8%, The said figure is partially influenced on account of the share premium account, nevertheless the growth in the intrinsic value during the last 5 years has been commendable.

The book value of the shares as on 31.03.2016 has been at Rs.53.98 per share, this as you will appreciate is without the benefits of the additional capital raised through the IPO, which will start being visible from the current year once the proceeds of the expansion starts flowing in.

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 fertilizers during the first half of the year, we had a satisfactory performance last year by way of better capacity utilization vis-a-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:

During the year Company has announced the Interim dividend @ 10% i.e. Rs.1/- per equity share on 30,219,435 Equity shares of Rs.10/- each of the Company on 15th March, 2016. This is treated as the Final dividend for the financial year 20152016.

7. TRANSFER TO RESERVES:

During the year under review you company has transferred a sum of Rs.5231.52 lacs to the Securities Premium Account which was received as premium on shares which were issued in IPO during the year 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, 2016 stood up Rs.3021.94 Lacs. As members must be aware that during the financial year the Company had allotted 769,235 Equity Shares on a private placement basis, before coming out with an Initial Public Offer.

The Company also came out with its Initial Public Offer of equity shares during the year, whereby 8,742,611 Equity Shares were allotted through Initial Public Offer and 20,26,589 Equity Shares as Offer for sale which were offer by investor members of the Company.

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 in all 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 Nominee 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

DIN No. 01430764

Chairman & Managing Director

2.

Mr. Gautam Makharia

DIN No. 01354843

Joint Managing Director

3.

Mr. Ramakant Nayak

DIN No. 00129854

Independent Director

4.

Mr. Nirmal Kedia

DIN No. 00050769

Independent Director

5.

Mr. Dinesh Modi

DIN No. 00004556

Independent Director

6.

Mrs. Poonam Garg

Nominee Director

DIN No. 00049894

(Nominated by IVCF)

Directors Mr. Punit Makharia & Mr. Gautam Makharia retire by rotation and, being eligible, offer themselves for re appointment. The Directors recommend Mr. Punit Makharia & Mr. Gautam Makharia for re-appointment.

All independent directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013.

None of the Directors resigned during the financial year 2015 - 2016.

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

There are no significant events affecting the financial position between the end of the financial year and date of the Report, except the following:

a) Appointment of M/s. S. K. Patodia & Associates., Chartered Accountants as a Statutory Auditors of the Company to fill up the casual vacancy caused by Resignation of M/s. Jajodia & Company., Chartered Accountants, existing Auditors:

b) Resignation of CS Kishan Bhargav as a Company Secretary and Compliance Officer of the Company and appointment of CS Satish Chavan as a Company Secretary and Compliance Officer.

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 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.

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 Managing Director (Chairman), Mr. Dinesh Modi independent Director (Member) and Mr. Gautam

Makharia Joint Managing Director (Member).

The Company is undertaking its CSR activities under several ways and has spent amount of Fertilizers Rs.19.04 lacs during the year. Since, the Company is in initial phase of CSR activities and yet to decide many ways to promote and contribute in education, health, culture etc which are applicable under the Companies Act, 2013 and its rules made there under 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) Company''s Policy on Directors appointment and Remuneration:

The Nomination Remuneration and Compensation Committee 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, commercial vehicle segment apart from compliance of legal requirements of the Company.

The remuneration policy of the Company has been so structured in order to match the market trends of the Chemical and Fertilizers industry. The Board in consultation with the Nomination and Remuneration & Compensation 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. 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 Nomination and Remuneration 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 of the Board /committees of the Board etc.

e) Particulars of Contracts or Arrangements with Related Parties:

All related party transactions that were 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.

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 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:

There are no instances of loans, guarantees or investments under section 186 of the Companies Act, 2013. The details of the investments made by company are given in the notes to the financial statements.

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

a) Board of Directors:

As members must be aware that at present the Board of Directors is consists of 6 Directors namely Mr. Punit Makharia as Chairman and Managing Director, Mr. Gautam Makharia as Joint Managing Director, both from Promoter group, Mr. Ramakant Nayak, Mr. Dinesh Modi and Mr. Nitin Kedia as Non Executive Independent and Ms. Poonam Garg - Woman Director who was initially appointed as a Nominee Director.

b) Board Meetings:

The Board of Directors of the Company met 9 times during the year 2015- 2016. The details of various Board Meetings are provided in the Corporate Governance Report. The gap intervening between two meetings of the board is as prescribed in the Companies Act, 2013.

c) Changes in Directors & Key Managerial Personnel

There have been no changes in the Directors and Key Managerial Personnel during the Financial Year 2015-2016 except that CS Kishan Bhargav, Company Secretary and Compliance Officer, has expressed his inability to continue as Company Secretary of the Company and has tendered his resignation with effect from 1st June, 2016.

Accordingly Board of Directors has shortlisted CS Satish Chavan and has appointed him as a Company Secretary and Compliance Officer of the Company vide Board Resolution dated 11th July, 2016.

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 be retire by rotation as per prescribed ratio given in the said provision at the Annual General Meeting of the Company. Accordingly Mr. Punit Makharia, Chairman and Managing Director, Mr. Gautam Makharia, Joint Managing Director are liable to retire by rotation and being eligible offer themselves for reappointment.

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 appointed as Independent Directors of the Company for initial period of 2 years with effect from 28th July, 2014. Hence their term of appointment was about to expiry on 27th July, 2016. Accordingly the Board of Directors in their meeting held on 11th July, 2016 have re appointed the Independent Directors and accordingly recommended their appointment to the members in the forthcoming annual general meeting.

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

5.

IPO Committee

Mr. Dinesh Modi - Chairman Mr. Nirmal Kedia - Member Mr Ramakant Nayak - Member

The further details as to number of meetings of the committees, their dates etc are provided in the Corporate Governance Report.

16. MEETINGS OF BOARD OF DIRECTORS:

There were nine meetings of the Board of directors during the year. The details of various Board Meetings are provided in the Corporate Governance Report. The gap intervening 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), Managing Director 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.

18. AUDIT COMMITTEE RECOMMENDATION:

During the year all the recommendations of the Audit Committee were accepted by the Board. The Composition of the Audit Committee is as described in the Corporate Governance Report.

19. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises of Mr. Nirmal Kedia (Chairman), Mr. Ramakant Nayak (Member) and Mr. Dinesh Modi (Member) all Independent Directors of the Company. There was no meeting of Nomination and Remuneration Committee during the year 2015-16 as there were no appointments, change in designation or policy was framed by the Committee. The Board has, on the recommendation of the Nomination & Remuneration Committee 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”.

20. 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.

21. CORPORATE GOVERNANCE:

At Shree Pushkar Chemicals & Fertilizers Ltd, we ensure that we evolve and follow the good Corporate Governance practices. As a listed Company we take the Quarterly Corporate Governance Certificate from Practicing Company Secretary 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 Auditor’s Certificate regarding Compliance of Conditions of Corporate Governance are made part of the Directors’ Report.

22. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND HEPF”).

As required under the provisions of Section 205A and 205C and other applicable provisions of Companies Act, 1956 (the corresponding provisions in the Companies Act, 2013 have not been notified, and hence the earlier law is still applicable in respect of these provisions), 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 made on account of IEPF, also there were no any unclaimed dividend remained in the bank account so far.

23. 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 Annexure “6” to the Director’s Report

24. SOCIAL CONNECT:

During the year your Company connected to socially through CSR activities only

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

During the year there were no significant and material orders passed by the Regulators or Courts. The Company''s Shares got listed on BSE Ltd and National Stock Exchange Limited on 10th of September, 2015 followed by Initial Public Offer to the Public.

26. FINANCE:

Cash and cash equivalents as at March 31, 2016 was Rs.4176.70 lacs (in earlier it was Rs.325.74 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.

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

As requirement of Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Company has already maintained internal policy to prevent women’s harassment at work place and covered all employees so they could directly make complaints to the committee, if such situation arises. The management and Committee together with confirm 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

28. LISTING:

During the year under review your company has listed its Equity Shares on National Stock Exchange Ltd and Bombay Stock Exchange Ltd through IPO and it will remain listed on it. The Company has paid the listing fees towards listing their Equity Shares and complied with listing regulations.

29. INDUSTRIAL RELATIONS:

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

30. DIRECTORS'' DISQUALIFICATION:

None of the directors of the Company is 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 2016.

31. HUMAN RESOURCES:

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

32. SUBSIDIARY COMPANIES:

The Company does not have any subsidiary during the year

33. AUDITORS:

The existing Statutory Auditors M/s. Jajodia and Company, Chartered Accountants, have expressed their inability to continue as Auditors of the Company and hence tendered their resignation on 5th May, 2016. Accordingly the Board had approached M/s. S. K. Patodia & Associates, Chartered Accountants to fill up the casual vacancy caused by resignation of existing auditors. M/s. S. K. Patodia & Associates, Chartered Accountants, signified their willingness to be appointed and declared their eligibility to be appointed as a Statutory Auditor of the Company.

Hence the Board of Directors, vide its resolution passed on 12th May, 2016 had appointed M/s. S. K. Patodia & Associates, Chartered Accountants as Statutory Auditors of the Company to fill up the casual vacancy caused by resignation of M/s. Jajodia & Company, Chartered Accountants, the existing auditors.

As per provisions of section 139(8) of the Companies Act, 2013 the appointment of Statutory Auditors to fill up the casual vacancy caused by resignation of existing auditors, needs to be approved by the members of the Company at a general meeting convened within a period of three months. Hence appointment of M/s. S. K. Patodia & Associates, Chartered Accountants, as a statutory auditor to fill up the casual vacancy caused by resignation of existing auditors, has been recommended.

It is further proposed to re-appoint M/s. S. K. Patodia & Associates, Chartered Accountants, as a Statutory Auditors of the Company to hold the office up to the conclusion of next annual general meeting.

M/s. S. K. Patodia & Company, Chartered Accountants, have signified their willingness to be appointed and declared that they are eligible for re appointment.

34. 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.

35. SECRETARIAL AUDIT:

The Board has 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 2015-16. The Secretarial Audit Report is annexed to this report as Annexure “7”. The Secretarial Audit Report does not contain any qualification or adverse remarks.

36. 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 Accountants, to carry out the Audit of Cost Records for the financial year 2016-17.

37. 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 & Fertilizers Limited

Sd/-

Punit Makharia

Chairman & Managing Director

DIN: 01430764

Date: 11th July, 2016

Place: Mumbai


Mar 31, 2015

Dear Members,

The Directors have the pleasure of presenting before you the 22nd Annual Report of your Company along with the Audited Accounts of the Company for the financial year ended 31st March 2015-

SUMMARY OF FINANCIAL RESULTS:

The Company's financial performance, for the year ended 31st March, 2015 is summarized below:

(Rs, Lacs)

YEAR ENDED YEAR ENDED PARTICULARS 31/03/2015 31/03/2014

Total Revenue 2665.200 21036.64

Profit Before Interest, Depreciation & Tax 3009.37 2748.91

Depreciation for the year 362.47 464.42

Interest Cost 367.16 871.01

Profit Before Taxation 2279-74 1413.48

Provision for Income Tax (477.84) (282.66)

Provision for Deferred Tax 63.12 (91.96)

MAT Credit Entitlement availed - -

Taxes of Earlier Years - -

Profit After Taxation 1865.02 1038.86

Add: Profit Brought Forward from Previous Year 329.400 2255.16

Balance carried to Balance Sheet 5159.02 3294.00

OPERATIONS:

During the year under review, the Revenue from operations of your company increased to Rs. 26652.00 lacs from Rs. 21036.74 lacs registering a growth of 26.69%.

The growth in sales in the product verticals during the year, as compared to last year has been as under:

(Rs,in lacs.)

% Product Vertical 2014-15 2013-14 change

Dye Intermediates 200.84 164.95 21.76%

Fertilizers 48.46 31.39 54.38%

Cattle Feed 5.34 6.09 -12.32%

Acids 11.59 7.66 51.31%

Other Income 0-29 0.28 3.57%

Total 266.52 210.37 26.69%

The export during the year has been at Rs.24.21 Crs, considering our imports, we continue to be a net importer.

During the year there have been no major expansion in the installed capacities and we have been in a position to consolidate our production activities with the expanded capacities carried out last year.

However due to delay in the monsoons the sale of fertilizer during Sharif season in the first half of the year was significantly affected. We could however partially mitigate the same during the Rabi season and the overall sale of fertilizers have been to the extent of about 48,000 MT having a capacity utilization of about 48% contributing Rs.48.46 Crs to the overall revenue.

FUTURE OUTLOOK:

As was indicated last year, with the consistent shift in the manufacturing base of Dyes and Dye. Intermediates from the western countries to the Asian countries, the market has been witnessing accelerated demand more so with the Indian Products having an edge over those of China on account of various socio economic factors. To keep pace with the aforesaid situation we have during the year taken steps to expand by way of forward integration into manufacture of Reactive dyes, in this regard we have already acquired an additional plot of land in the same MIDC Industrial Area Lote Parshuram, bearing plot No.B.97 for a total consideration of Rs. 2.29 Crs including stamp duty & registration charges. The Plot admeasures 11,951 sq.Mts. and has an existing built up area of 2080 sq. Mts.It is proposed to setup a Reactive Dyes plant on the plot with an initial capacity of 3000 MT per annum comprising 3 parallel lines of 1000 MTs each. It is also proposed to set up 2 additional intermediate plants comprising of an H.Acid plant of 750 MT p.a. capacity and a VS plant of 1000 MT p.a. capacity mainly to take care of the captive requirements of the Dye plant. This would ensure that our existing market of Dye Intermediate is in no way disturbed on account of the forward integration.

The capital cost for this expansion has been estimated at around Rs-52 Crs and is proposed to be funded by way of an Initial Public Offering (IPO). To provide an exit route to IFCI Venture Capital Fund Ltd. who currently have a holding of 11.72 % in the company, they are offering 20,26,589 shares by way of an offer for sale (OFS) along with the IPO. The said Public Offer totally amounting to around Rs.75.00 Crs is in the advanced stage, and is proposed to be opened for subscription shortly.

In addition to the aforesaid expansion it is proposed to set up a plant for the manufacture of Potassium Sulphate with an installed capacity of 10,000 MTs p.a. Apart from a chemical Reagent, Potassium Sulphate finds application as a Potosi fertilizer typically for Horticulture, Floriculture, etc.in this regard we are in the process of acquiring one more plot of land in the same MIDC Industrial Area Lote Parshuram, bearing plot No-D-18 for a total consideration of Rs- 2-65 Crs. The Plot admeasures 20,134 sq. Mts.and has an existing built up area of 2534 sq. Mts. The plot is being acquired from M/s Ray International Pvt.Ltd. and necessary MOU in this regard has already been entered into.

The Total project cost has been estimated at Rs.19-05 Crs and is proposed to be funded by way of a term loan of Rs. 12-50 Crs from the Bank and the balance by way of internal accruals.

The external credit rating of your company has further improved from the earlier "BBB & A3 " rating to "BBB and A3 ", by CARE, which has been as a result of our performance and financial discipline.

In order to strengthen our Project Implementation and Operational fronts we have appointed Mr. RK. Sahni as Vice President - Projects, to take charge not only of our ongoing expansion projects but also to have better operational control of our expanding fertilizer Division.

The year ahead will be challenging, not only by expanding into Dyes and Potassium Sulphate, but also getting the shares of the company listed on the stock Exchange, which calls for much larger discipline in terms of SEBI & ROC compliances. This would call for further strengthening our administrative fronts, which albeit would pave the way for an accelerated growth in the future.

RISKS & CONCERNS:

After successfully overcoming the impact of the global meltdown resulting in economic slowdown prevailing in the country during the 2012-13 period we had a satisfactory performance last year, though due to the delay in the onset of monsoon our fertilizer division was impacted due to lower off take of fertilizers during the first half of the year, however we could make progress in the division during the second half of the year- Never the less we will still continue with factors such as the vagaries of unpredictable Monsoons, the impact of a volatile FE market, 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.

DIVIDEND:

To preserve the resources for ongoing expansion requirement, your directors do not recommend any dividend.

SHARE CAPITAL:

The paid up equity capital as on March 31, 2015 was Rs-2070-76 Lacs. The company has not issued any shares during the year or granted stock options or sweat equity.

FINANCE:

Cash and cash equivalents as at March 31, 2015 was Rs-319-14 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.

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.

PARTICULARS OF LOANS- GUARANTEES OR INVESTMENTS:

There are no instances of loans, guarantees or investments under section 186 of the Companies Act, 2013. The details of the investments made by company is given in the notes to the financial statements-

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual- To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Chairman & Managing Director.

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.

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 Managing Director (Chairman), Mr. Dinesh Modi independent Director (Member) and Mr. Gautam Makharia Joint Managing Director (Member).

As per the section 135 of the Companies Act, 2013, the average profitability of the previous three years for CSR purposes amounts to Rs- 15,32,000/- @ 2%.

The Company has not spent any significant amount during the year due to the amount being small and would not form any significant contribution for the said purpose.

The management has however decided to carry forward the said amount, to be spent for CSR purposes along with the funds available for the next year.

CONSERVATION OF ENERGY- TECHNOLOGY ABSORTION & 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 'A' enclosed.

INDUSTRIAL RELATIONS:

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

DIRECTORS:

The Board of Directors of the Company, at present, comprises in all 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 Nominee Director and three Independent Non Executive Directors.

The details are as below:-

Sr. No Name of the Director & Designation Date of appointment as Director DIN No.

1. Mr. Punit Makharia Chairman & Since incorporation

DIN No. 01430764 Managing Director Reappointed as Chairman and Managing

Director with effect from April 1, 2011 for a term of 5 years.

2. Mr. Gautam Makharia Joint Managing Since incorporation

DIN No. 01354843 Director Appointed as Joint Managing Director with

effect from April 1, 2011 for a term of 5years.

3. Mr. Ramakant Nayak Independent Date of appointment: December 4, 2010 DIN No. 00129854 Director Reappointed as Independent Director on July 28, 2014 for a term of 2 years.

4. Mr. Nirmal Kedia Independent Date of appointment: September 8,2010 DIN No. 00050769 Director Reappointed as Independent Director on July 28, 2014 for a term of 2 years.

5. Mr. Dinesh Modi Independent Date of appointment: June 20,2012

DIN No. 00004556 Director Reappointed as Independent Director on July 28, 2014 for a term of 2 years.

6. Mrs. Poonam Garg Nominee Director Date of appointment: March 26, 2013. DIN No. 00049894 (Nominated by IVCF)

Directors Mr. Punit Makharia & Mr- Gautam Makharia retire by rotation and, being eligible, offer themselves for re appointment. The Directors recommend Mr. Punit Makharia & Mr. Gautam Makharia for re.appointment.

As per the provisions of the Companies Act, 2013, Independent Directors are required to be appointed for a term of up to five consecutive years and shall not be liable to retire by rotation. Accordingly, all the three Independent Directors have been appointed as independent directors under section 149 of the Companies Act, 2013 as on 28th July, 2014 for a term of two years.

All independent directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013.

None of the Directors resigned during the financial year 2014-2015.

MEETINGS

During the year six Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given below. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

MEETING OF BOARD OF DIRECTORS:

There were six meeting of the Board of directors during the year. The following are the meetings of the date of Board meeting 27th June, 2014, 17th July, 2014, 22nd September, 2014, 26th September, 2014, 22nd December, 2014 & 27th February 2015. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013-

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), Managing Director of the Company. There were four meetings of the Audit Committee during the year. The following are the meetings of the date of Audit Committee 17th July, 2014, 22nd September, 2014, 22nd December, 2014 & 27th February 2015. The Company Secretary acts as the Secretary of the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Nomination and Remuneration Committee comprises of Mr. Nirmal Kedia (Chairman), Mr.Ramakant Nayak (Member) and Mr. Dinesh Modi (Member) all Independent Directors of the Company. There was one meeting of Nomination and Remuneration Committee during the year on 27th February, 2015.The Board has, on the recommendation of the Nomination & Remuneration Committee 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 'B. The Company Secretary acts as the Secretary of the Audit Committee.

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. There was no meeting of Stakeholders Committee during the year. The Company Secretary acts as the Secretary of the Audit Committee.

DIRECTOR DISQUALIFICATION:

None of the directors of the Company is 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 2015.

HUMAN RESOURCES:

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.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

(a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) that the Directors have selected such accounting policies and applied them consistently and have 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 as at 31st March 2015 and of the profit of the Company for the year ended 31st March 2015;

(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 or any other law as may be applicable for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) That the annual accounts have been prepared on a "going concern" basis.

(e) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate & operating effectively.

RELATED PARTY TRANSACTIONS:

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

Particulars, of contracts, arrangements with related parties referred in sub section (1) of section 188 of the companies act, 2013 are given in Annexure 'C enclosed.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary.

AUDITORS:

M/s. Jajodia & Company, Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from them to the effect that their re-appointment, if made, would be within the limits prescribed under Section 139 of the Companies Act, 2013 and that they are not disqualified for re- appointment.

SECRETARIAL AUDIT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s. Dipika Biyani, a Company Secretary in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as" Annexure D"

COST AUDITOR:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and above mentioned Cost Audit Order, the Board of Directors in their meeting held on May 05, 2015 has re-appointed Mr. Dilip Bathija, Practicing Cost Accountant, as the Cost Auditor for the Financial Year 2015-16 to conduct audit of its cost accounting records relating to products namely fertilizers & all related products.

AUDITOR'S REPORT/ SECRETARIAL AUDIT 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.

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report. The observation made in the Secretarial Auditor Report are self explanatory and hence, do not call for any further comments.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as " Annexure 'E'.

ACKNOWLEDGEMENT:

The Board of Directors places on record its sincere appreciation of the Company's valued customers in India and abroad for the support and confidence reposed by them in the company and looks forward to the continuance of this mutual supportive relationship in the future.

The Board expresses its gratitude to the Bankers, Government Authorities, Investors and other stakeholders for their continued support and guidance.

The Directors wish to place on record their appreciation of the dedicated services rendered by the staff and officers.

By Order of the Board

For Shree Pushkar Chemicals & Fertilizers Ltd.



Sd/-

Punit Makharia

Chairman & Managing Director

DIN:01430764



Dated: 05/05/2015

Place: Mumbai


Mar 31, 2013

The Directors have the pleasure of presenting before you the 20th Annual Report of your Company along with the Audited Accounts of the Company for the year ended 31st March 2013.

FINANCIAL RESULTS:

YEAR ENDED YEAR ENDED

PARTICULARS 31/03/2013 31/03/2012

(Rs. In lakh) (Rs. In lakh)

Sales & Other Income 17656.83 15097.38

Profit Before Depreciation & Tax 1305.50 1064.52

Depreciation for the year 405.32 338.81

Profit Before Taxation 900.18 725.71

Less: Provision for Income Tax 179.96 160

Less: Provision for Deferred Tax 3.69 92.39

MAT Credit Entitlement availed 46.98 (60.70)

Less : Taxes of Earlier Years (57.45) 1.29

Profit After Taxation 727.00 532.73

Add: Profit Brought Forward from Previous Year 1528.14 995.41

Balance carried to Balance Sheet 2255.14 1528.14

OPERATIONS:

During the year 2012-13 the Sales turnover of your company has increased to Rs. 17598.13 lakh as against Rs. 15071.00 lakh achieved during the last year, recording a growth of 16.77% on a YoY basis.

The new products introduced during the second half of the last financial year namely SSP in the fertilizer division & CSA, Ileum 65% and Captive Power Plant within the acid complex have contributed significantly not only to revenues but also have helped in better control of operations. We now have 4 distinct product Verticals namely Dye Intermediates, Fertilizers, Cattle feed Supplement & Acids all of which are operating impressively. We are especially pleased with the Fertilizer revenues. Having difficulties on account of severe drought conditions in the State, your Company has been able to achieve a capacity utilization of this plant to the extent of 87.5% chiefly on account of sales promotional steps taken during the last quarter which has made good the shortfall in revenues of the earlier quarters. This has led to a growth of 65% in sales over last year and contributed Rs.33.23 Crs to the overall revenue.

As you are aware the capacity of our Single Super Phosphate (SSP) plant has been of 45,000 MT p.a. As per directive from Ministry of Chemical & Fertilizers - Department of Fertilizers the company needs to scale up its capacity to 1.00 lakh MT p.a. by end of 2nd year of commercial operations. We have therefore availed an additional Term Loan - IV of Rs.6.00 Crs from SBI for scaling up the existing installed capacity of the SSP plant to 1.00 lakh MT p.a. The said expansion has been completed & inspection of the same by the department of fertilizers is scheduled between 23rd to 25th September 2013, where after the plant would be commissioned.

In addition we have also under taken some modernization of the existing H-Acid & DCP Plants wherein the capacity of the plants would stand enhanced as under: H Acid Plant from the current 2400 MT/Annum to 2700 MT/Annum DCP Plants from the current 4500 MT/Annum to 5400 MT/Annum

These Enhanced capacities would be put to operation between mid to end October 2013.

FUTURE OUTLOOK:

In our Fertilizer Division, over the foreseeable future, double digit growth with appropriate returns on capital will depend upon our Company's ability to consistently

succeed in entering new regions as also introduce new products so as to cover larger geographical markets. This involves excellence in several basic factors: (i) the right choice of products; (ii) Maintaining Consistent Quality; (iii) Building & strengthening our brand image; (iv) having top class manufacturing operations which not only meet all benchmark standards but also ensure that all launch dates are met with success; (v) building an appropriate leadership team with a growing appetite for success. As you are aware that with our recently started Fertilizer marketing & logistic setups which have started giving good results. In large measure, our Company's good business results in FY2013 is due to appreciable improvements made in operations—building on a companywide consolidated theme of Quality and Productivity'. This needs to increase appreciably over the future.

We are thus in the process of organizing further expansion of capacity of our SSP plant from the current 1.00 lakh MT/ annum to 1.35 lakh MT/ annum as also entering the micro nutrients market so as to increase our geographical reach in the fertilizers division so as to lay a satisfactory market base for launching of newer products in this Division. We have also developed the process for forward integration of one of our Dye intermediate products namely VS into Sylph VS which has a distinct niche market. This further expansion envisaged would be financed by way of a second round of PE investments - which would also provide partial exit to the Existing PE Investor- and an IPO through "Emerge" the SME platform of the NSE.

Our Fertilizer Division would thus play a major investment target for the future. These products would give us the opportunity to provide affordable and innovative products to our farmers across the state. It is clear that any significant fertilizer player will need strong manufacturing and commercialization capabilities. We have already successfully launched 2 products SSP & SC with the able partnership with Shriram Fertilizers. It is our endeavor to develop and commercialize a portfolio of fertilizer products including micro nutrients, primarily focused for the states of Gujarat, Maharashtra and Karnataka. All these are parts of an exciting, yet complex journey. On occasions, the path will be difficult, as it must since the payoffs would also be greater. However, we have with us - and are constantly creating - an able management team to execute these challenging goals. Through our people, we will continue to focus on safety, quality, productivity and supply chain flexibility and reliability. These initiatives, along with our crave for excellence should help deliver good growth and healthy returns.

RISKS & CONCERNS:

We have till date successfully faced the impact of the global meltdown, however the after effects of the recession still continues and is affecting the overall operations to a significant extent. We are however continuing with our relentless efforts to strive for betterment and look forward to circumvent the situation by way of our fertilizer Division which has been receiving good response from the market.

The volatility in the FE market has also been of great concern since it has very significantly affected our export markets which have in turn affected our dye- intermediates division in terms of volumes as also top & bottom lines.

Considering the open market economy and the constantly changing business environment we have to strive towards building mechanisms not only to increase efficiency which would translate into profits but also to sustain the set growth pattern. It is thus imperative to focus on building the desired competency. The way we do business has to be more focused and fine tuned to face these challenges. We realize that we are in the course of transition from the unorganized sector to the organized sector, from the SSI culture to the SME culture. We have thus to device methods to continue to remain lean but at the same time induct proper professionals and professionalism to put in place the right management structure to make the Company more competitive and profitable.

DIVIDEND:

To preserve the resources for ongoing expansion and for increased working capital requirement, your directors do not recommend any dividend.

PRIVATE EQUITY PLACEMENT:

As you are aware that IFCI Venture Capital Fund Limited (IVCF) has during 2009-2011 invested by way of Private Equity a sum of Rs. 15.00 Crores in the equity capital of our company towards part financing our earlier Expansion of The Acid Complex and The Fertilizer Division, which has been completed and the plants successfully commissioned. The time has now come for providing an exit to IVCF. However as you are aware the IPO market over the last nearly 2 years has not been very conducive, further in view of certain amendments by SEBI in the ICDR regulations, it is not possible under the present circumstances to seek enlistment directly at the main exchanges of BSE/ NSE as was planned earlier. Hence the promoters at the instance of IVCF have bought back 11.46 lakh shares from them bringing down their holding from the earlier 27.27% to 21.74%.

SEBI has however in the ICDR Regulations, provided for a separate window of a main exchange for SMEs seeking enlistment & IPO. Accordingly NSE has floated a new platform namely "EMERGE" wherein your company now proposes to enlist its shares along with an IPO cum Offer for Sale of a smaller size. We are already in the process of preparing the DRHP. If the position of the Primary market improves and the situation is conducive, it is proposed to bring the issue by end of the current financial year. In the mean while one more Venture Capital Fund has shown keen interest in participating in our Equity Capital, we are in the process of negotiation with them wherein it is proposed to request them to buy back partial holding of IVCF as also to part finance our next expansion programmer. This would help us in kick start the expansion project immediately. This would also help us in building the desired image of our company in the IPO market.

ACCEPTANCE OF DEPOSIT (SEC.58-A):

Your company has not invited/accepted any deposits from public, which are coming under the purview of section 58-A of Companies Act, 1956 or any other law as may be applicable.

DIRECTORS:

The Board of Directors of the Company, at present, comprises in all 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 Nominee Director and three Independent Non Executive Directors.

As per the Shareholders Agreement executed with IVCF Indian Enterprise Development Fund, IVCF had nominated Mr. Sachin Sharma as a Nominee Director on your Board in place of Mr. Satpal Arora with effect from 12th October, 2012.

Further, IVCF has nominated Ms. Poonam Garg as a Nominee Director on your Board in place of Mr. Sachin Sharma with effect from 26th March, 2013 and she has been appointed as an Additional Nominee Director of the Company.

It is brought to the notice of the members that Ms. Poonam Garg an additional Nominee Directors will hold the office up to forthcoming Annual General Meeting and has given her consent to act as such if reappointed. The Company has received the necessary recommendations, u/s. 257 of the Companies Act, 1956 or any other law as may be applicable recommending the reappointment of Ms. Poonam Garg, along with necessary deposits.

Mr. Nirmal Kedia and Dinesh Modi, being eligible to retire by rotation, will retire at the forthcoming Annual General Meeting. They being eligible for reappointment have offered themselves for reappointment. Hence members are requested to consider the proposal of reappointment of Directors retiring by rotation and being eligible for reappointment.

AUDIT COMMITTEE OF THE BOARD OF DIRECTORS:

The proposal of reconstitution of Audit Committee has been considered in the meeting of Board of Directors held on 20th June, 2013 and the committee comprises of Mr. Ramakant Nayak (Chairman), Mr. Dinesh Modi (Member) both independent Directors and Mr. Punit Makharia (Member), Managing Director of the Company.

PERSONNEL:

None of the employees of the Company had drawn remuneration in excess of the limits prescribed under section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 or any other law as may be applicable.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORTION & FOREIGN EXCHANGE EARNING AND OUTGO:

Particulars, as prescribed under section 217 (1) (e) of the Companies Act, 1956, 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 'A' enclosed:

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000 or any other law as may be applicable it is hereby confirmed:

(a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) that the Directors have selected such accounting policies and applied them consistently and have 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 as at 31st March 2013 and of the profit of the Company for the year ended 31st March 2013

(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 or any other law as may be applicable for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities:

(d) That the annual accounts have been prepared on a going concern basis.

SUBSIDIARIES:

Since the Company does not have any subsidiary, the provisions of section 212 of the Companies Act, 1956 or any other law as may be applicable, are not applicable to the Company.

AUDITORS AND AUDITORS' REPORT:

M/s. K C P L & Associates, Auditors of the company hold office until the conclusion of the ensuing Annual General Meeting and being eligible, have offered themselves for reappointment. The company has obtained a certificate from them to the effect that their appointment if made, would be within the prescribed limits under section 224(1-B) of the Companies Act, 1956 or any other law as may be applicable,.

The comments of the Auditors in their Report and the notes forming part of the Accounts, are self explanatory in nature and hence management of the view that further explanation is not required on the same.

DIRECTOR DISQUALIFICATION:

None of the directors of the company is disqualified as per the provision of clause (1) (g) of section 274 of the Companies Act 1956 or any other law as may be applicable, as on 31st March 2013.

APPRECIATION:

The Board of Directors places on record its sincere appreciation of the Company's valued customers in India and abroad for the support and confidence reposed by them in the company and looks forward to the continuance of this mutual supportive relationship in the future.

The Board expresses its gratitude to the Bankers, Government Authorities, Investors and other stakeholders for their continued support and guidance.

The directors wish to place on record their appreciation of the dedicated services rendered by the staff and officers.

For and on behalf of the Board

Sd/-

(Punit Makharia)

Chairman & Managing Director

Place: Mumbai

Dated: 22nd September, 2013.


Mar 31, 2012

The Directors have the pleasure of presenting before you the 19th Annual Report of your Company along with the Audited Accounts of the Company for the year ended 31st March 2012.

FINANCIAL RESULTS:

YEAR ENDED YEAR ENDED

PARTICULARS 31/03/2012 31/03/2011

(Rs.in lakh) (Rs.in lakh)

Sales & Other Income 15097.37 13128.92

Profit Before Depreciation & Tax 1069.28 652.74

Depreciation for the year 338.81 191.10

Profit Before Taxation and Extraordinary Items 730.47 463.22

Less : Prior Period Items 4.78 1.58

Profit Before Taxation 725.69 461.63

Less: Provision for Income Tax 160.00 99.20

Less : Deferred Tax 31.68 85.82

Less : Taxes of Earlier Years 1.29 (1.84)

Profit After Taxation 532.73 278.44 Add: Profit Brought Forward from Previous Year 995.41 716.97

Balance carried to Balance Sheet 1528.14 995.41

OPERATIONS:

During the year 2011-12 the Sales turnover of your company has increased to Rs.15097.37 lakh as against Rs.13128.92 lakh achieved during the last year, recording a growth of 15%

on a YoY basis.

As you are aware our ongoing expansion in terms of setting up of the Acid complex along with the captive power plant & the Fertilizer division comprising of the SSP and Soil Conditioner plants have been totally completed. Whereas the 98% sulphuric Acid plant along with the 23% Oleum plant as also the Soil Conditioner plant were commissioned last year, the 65% oleum plant along with the Captive power plant was commissioned in August 2011 and the SSP plant was commissioned in October 2011. After addressing minor teething problems these plants have been operating quite satisfactorily at their rated capacities. You will be glad to know that the average capacity utilization of the acid plant has been over 95% whereas the SSP plant has had an average utilization of 85% over the operational period.

As we had informed you last year that we have set up a Fertilizer Marketing Division at Pune with the basic idea of being close to the rich agricultural belt of Western Maharashtra, with resident representatives at some of the key district places to provide proper market feedback as also maintain a proper liaison with the dealers, Distributors as also the end users. This has proved to be very successful and of immense help. In coordination with DSCL our marketing agents we have established as many as 112 dealers which has been of immense help not only in marketing SSP but also promote our other product namely SC which is providing reasonable support to the division. we wish to inform you that with the encouraging results of the marketing setup we have gone ahead with strengthening of the setup by recruiting additional field officers at a few more key locations.

FUTURE OUTLOOK:

In addition to the Acid complex providing great mileage in terms of lower production costs our Fertilizer Division has proved to be a great boon to your company. Not only have the products received good acceptance from the market, but also on account of SSP being inducted in the NBS policy by the Government the product has been finding more popularity vis-à-vis demand from the farmer community at large. We have already taken up the

expansion of the SSP plant from the existing 45,000 MTA to 1,00,000 MTA, which is being implemented in 2 stances. The 1st stance of upgrading from 45,000 MTA to 70,000 MTA has already been initiated and the same is proposed to be commissioned by January 2013, whereas the 2nd stance from 70,000 TPA to 1,00,000 TPA involving modification of the

existing curing shed and installing automated heavy duty material handling system which is proposed to be commissioned by September 2013. In addition a 300 TPD granulation plant is being setup in line with the emerging government policy of doing away with sale of powder SSP and instead making available only granular SSP.

As regards our Dye intermediate division we may share with you that certain modernization is under implementation at the H-Acid plant which would result in better yields and shorter manufacturing cycle resulting in increase in the overall capacity of the plant by around 360 MTA.

As regards DCP our Cattle feed vertical, we are in the process of inducing automation in the whole process which again would cut down the time cycle leading to increase in the capacity by about 900 TPA.

All these expansions and modifications are being financed by way of internal accruals & term loan assistance from our bankers.

We would like to assure you with a sense of confidence and strong optimism that we are striving and will continue to strive for a sustained and enduring growth across our various product divisions.

RISKS & CONCERNS:

We have been successful in facing the impact of the global meltdown, & continuing euro zone crisis in view of our additional products of the fertiliser division which have been receiving good response from the local market.

However changes in Government policies and regulatory requirement do affect the company's business. During the past over a year the Indian economy has been facing high inflation rate pressure leading to higher interest rates, consequentially leading to significant higher prices of inputs. If this rise in price of input materials cannot be absorbed by the market through price increase the same could have a negative impact on the demand which in turn could impact the company's profitability. Further Exchange rate fluctuation could significantly impact earnings because of higher imports emanating from our new product lines involving substantial expenditures in foreign currencies.

The management has already taken initiatives for mitigating the above challenges. The company has been hedging its exposure in foreign currencies, has been strategically strengthening its marketing efforts, improving the manufacturing processes resulting in better yields vis-à-vis capacities. We strongly believe that these measures would definitely yield the desired results and mitigate the risks.

DIVIDEND:

To preserve the resources for ongoing expansion and for increased working capital requirement, your directors do not recommend any dividend.

PRIVATE EQUITY PLACEMENT:

As you are aware that IFCI Venture Capital Fund Limited through its subsidiary India Enterprise Development Fund, had by way of Equity Investment of a sum of Rs.15 Crores, at price of Rs.26.56 per Equity Shares towards part financing the current Expansion cum Diversification Project of The Acid Complex and The SSP Plant.

Out of the above the Company had availed a sum of Rs.13.75 Crores till the financial year 2010-11. The remaining amount of Rs.1.25 Cores was availed by the Company during the financial year 2011-12 by way of issue of Equity Shares, resulting into I E D F holding 27.27% in Equity interest of the Company.

CHANGE OF NAME OF THE COMPANY TO "SHREE PUSHKAR CHAMICALS AND FERTILIZERS LIMITED":

Members must be aware that, during the financial year under review, they have accorded their consent, by way of Special Resolution, in duly convened Extra Ordinary General Meeting dated 5th January, 2012, for change of name of the Company from "Shree Pushkar Petro Products Limited" to "Shree Pushkar Chemicals and Fertilizers Limited".

The approval of Registrar of Companies, Mumbai for change of name of the Company has been received vide its Fresh Certificate of Incorporation consequent upon change of name, on 5th March, 2012.

During the year the Company has also received the consent of Registrar of Companies, Mumbai, for special resolution passed in the Extra Ordinary General Meeting of the members of the Company, dated 31st March, 2011, for alteration of main object clause of Memorandum of Association of the Company and adoption of new set of Articles of

Association.

ACCEPTANCE OF DEPOSIT (SEC.58-A):

Your company has not invited/accepted any deposits from public, which are coming under the purview of section 58-A of Companies Act, 1956.

DIRECTORS:

The Board of Directors of the Company, at present, comprises of in all 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 Nominee Director and three Independent Non Executive Directors.

As per the Shareholders Agreement executed with IVCF Indian Enterprise Development Fund, IVCF have nominated Mr. S P Arora as a Nominee Director on your Board with effect from 3rd May, 2012 and he has been appointed as an Additional Nominee Director of the Company.

During the financial year under review Mr. Akshay Dua has resigned from the place of Nominee Director of the Company with effect from 3rd May, 2012 due to his resignation from the employment of IVCF.

In view of broad basing of Board of Directors and making the Board a composite mix of independent, executive and non executive director from varied fields of business, the Company has appointed Mr. Dinesh Modi, as an Additional Director of the Company with effect from 20th June, 2012. Mr. Dinesh Modi is a member of Institute of Company

Secretaries of India and possesses experience of almost four decades in varied fields of business.

It is brought to the notice of the members that both the additional Directors will hold the office as such up to forthcoming Annual General Meeting and have given their consent to act as such if reappointed. The Company has received the necessary recommendations, u/s. 257 of the Companies Act, 1956, recommending the reappointment of these Directors, along with necessary deposits.

The Company is in receipt of necessary declarations and disclosures, u/s.274(1)(g) and 299 of the Companies Act, 1956, from the appointee directors. Hence the Board has recommended appointment of Mr. S P Arora as Nominee Director and Mr. Dinesh Modi as Director of the Company in the forthcoming Annual General Meeting.

Mr. Ramakant Nayak, being eligible to retire by rotation, will retire at the forthcoming

Annual General Meeting. He being eligible for reappointment has offered himself for reappointment. Hence members are requested to consider the proposal of reappointment of Director retiring by rotation and being eligible for reappointment.

The Company has appointment CS Vaishali Parab as Company Secretary of the Company with effect from 15th September, 2012.

AUDIT COMMITTEE OF THE BOARD OF DIRECTORS:

The Board of Directors of your Company is in process of reconstitution of Audit Committee of the Board of Directors of the Company.

The proposal of reconstitution of Audit Committee has been considered in the meeting of Board of Directors held on 24th September, 2012.

PERSONNEL:

None of the employees of the Company had drawn remuneration in excess of the limits prescribed under section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORTION & FOREIGN EXCHANGE EARNING AND OUTGO:

Particulars, as prescribed under section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in report of Board of Directors) Rules 1988 are given in Annexure „A' enclosed:

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000, it is hereby confirmed:

(a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) that the Directors have selected such accounting policies and applied them consistently and have 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 as at 31st March 2012 and of the profit of the Company for the year ended 31st March 2012

(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities:

(d) That the annual accounts have been prepared on a going concern basis.

SUBSIDIARIES:

Since the Company does not have any subsidiary, the provisions of section 212 of the Companies Act, 1956, are not applicable to the Company.

AUDITORS AND AUDITORS' REPORT:

M/s. Parihar & Associates, Chartered Accountants, Statutory Auditors of the Company, had tendered their resignation from the post of Statutory Auditors of the Company. Hence M/s. K C P L & Associates, Chartered Accountants, has been appointed as Statutory Auditors of the Company, to fill the casual vacancy caused by resignation of previous statutory auditors, with effect from 14th July, 2012, in duly convened Extra Ordinary General Meeting of the members of the Company.

M/s. K C P L & Associates, Chartered Accountants, statutory Auditors of the Company, will hold the office up to the conclusion of forthcoming Annual General Meeting. M/s. K C P L & Associates, Chartered Accountants have confirmed their eligibility, under section 224(1B) of the Companies Act, 1956, and has given their consent to act as Statutory Auditors, if appointed.

The comments of the Auditors in their Report and the notes forming part of the Accounts, are self explanatory in nature and hence management of the view that further explanation is not required on the same.

DIRECTOR DISQUALIFICATION:

None of the directors of the company is disqualified as per the provision of clause (1) (g) of section 274 of the Companies Act 1956 as on 31st March 2010.

APPRECIATION:

The Board of Directors places on record its sincere appreciation of the company's valued customers in India and abroad for the support and confidence reposed by them in the company and looks forward to the continuance of this mutual supportive relationship in the future.

The Board expresses its gratitude to the Bankers, Government Authorities, Investors and other stakeholders for their continued support and guidance.

The directors wish to place on record their appreciation of the dedicated services rendered by the staff and officers.

For and on behalf of the Board

Sd/-

(Punit Makharia)

Chairman & Managing Director

Place: Mumbai

Dated: 24th September, 2012.


Mar 31, 2011

The Directors have the pleasure of presenting before you the 18th Annual Report of your Company along with the Audited Accounts of the Company for the year ended 31st March 2011.

FINANCIAL RESULTS:

YEAR ENDED YEAR ENDED PARTICULARS 31/03/2011 31/03/2010 (Rs.in lakh) (Rs.in lakh)

Gross Sales & Other Income 13557.25 10506.37

Profit Before Depreciation & Tax 654.31 358.13

Depreciation for the year 191.10 121.69

Profit Before Taxation 463.21 236.45

Less: Provision for Income Tax 99.20 35.00

Profit After Taxation 364.01 201.45

Add(Less): Adjustment of Taxation 1.84 1.55

Less: Prior Period Items 1.58 8.44

Less: Deferred Tax Liabilities 85.81 12.56 Less: Deferred Tax Liabilities of Earlier Year -- 21.06

Add: Profit Brought Forward from 716.97 556.02

Previous Year Balance carried to Balance Sheet 995.41 716.97

OPERATIONS:

During the year 2010-11 the Sales turnover of your company has increased to Rs. 13557.25 lakh as against Rs. 10506.37 lakh achieved during the last year, recording a growth of 29.03% on a YoY basis.

As reported earlier The 125 MT per day Sulphuric Acid plant has been commissioned in September 2010, where as the CSA plant and the Power plant have been successfully commissioned in April 2011 and August 2011 respectively. The delays in commissioning of the latter 2 plants have been mainly due to certain technical glitches that developed during the course of commissioning of the main Sulphuric acid plant necessitating modification & design of a key equipment leading to a lower capacity utilisation during this intervening period. However since then the plant has been running at rated capacity and without any difficulty.

The overall delay in commissioning of the acid complex as compared to the original schedule has thus been to the extent of over 10 months.

Our decision of establishing the fertiliser division in place of the Beta-Napthol plant, which was announced during the last AGM, has been quite encouraging and is turning to be a great business driver, as the market for the products and the margins available on the same have been constantly improving over time.

As regards the progress in the implementation of the Fertiliser Division, the Soil Conditioner (SC) plant has been commissioned in March 2011 whereas the Single Super Phosphate (SSP) plant has been commissioned in September 2011. Though the clearance for the SSP plant from the ministry of fertilizer was received within a reasonable period, the implementation of the project was stalled on account of a temporary embargo imposed by the Ministry of Environment & Forest on creation of additional capacity in the Ratnagiri–Sindhudurg belt. The said clearance was received in July 2011 where after the permission from the MPCB for commissioning of the plant was received in August 2011 and commercial production has started immediately from early September 2011.

We are happy to inform you that both the products have received very encouraging response from the farmers our valued clients. Not only are we supplying these products to the neighbouring areas but also are making roadways into the neighbouring state of Andhra Pradesh.

You will be happy to note that in view of our entry into a totally new product line, we have set up a Fertiliser Marketing Division at Pune which is close to the rich agricultural belt of Western Maharashtra. We have also appointed resident representatives at district places of Pune, Kolhapur, Sangli and Satara. This would provide us with the desired market feedback and follow-up which should be of immense help in the years to come and we believe that our emerging markets would be the key drivers for our future growth prospects. We are also in the process of establishing proper marketing channels and network in conjunction with DSCL our marketing agents.

FUTURE OUTLOOK:

We may share with you that our Acid complex has been commissioned and is providing great mileage in terms of lower production costs for our existing product lines. As per the encouraging signals being received from our Fertiliser division, we propose expanding our capacities of the fertiliser & sulphuric acid division in the immediate future.

We would also like to share with you that we have been toying with the idea of our future expansions in the Dye-intermediate division through synergistic alliances, which in our opinion would provide the desired growth strategy.

We would like to assure you with a sense of confidence and strong optimism that we are striving and will continue to strive for a sustained and enduring growth across our various product divisions.

RISKS & CONCERNS:

We have till date successfully faced the impact of the global meltdown, however the after effects of the recession still continues and is affecting the overall operations to a great extent. We are however continuing with our relentless efforts to strive for betterment and look forward to circumvent the situation by way of our additional products which have been receiving good response from the market.

Secondly, considering the open market economy and the constantly changing business environment we have to strive towards building mechanisms not only to increase efficiency which would translate into profits but also to sustain the set growth pattern. It is thus imperative to focus on building the desired competency. The way we do business has to be more focused and fine tuned to face these challenges. We realize that we are in the course of transition from the unorganized sector to the organized sector, from the SSI culture to the MSI culture. Realising that enhanced efficiencies are critical to sustained success we are in the process of locating suitable agencies to advise and train up our staff with proper management techniques. We have to device methods to continue to remain lean but at the same time induct proper professionals and professionalism to put in place the right management structure to make the Company more competitive and profitable.

DIVIDEND:

To preserve the resources for ongoing expansion and for increased working capital requirement, your directors do not recommend any dividend.

ACCEPTANCE OF DEPOSIT (SEC.58-A):

Your company has not invited/accepted any deposits from public coming under the purview of section 58-A of Companies Act, 1956.

PRIVATE EQUITY PLACEMENT:

As you are aware that IFCI Venture Capital Fund Limited has sanctioned by way of Private Equity Placement a sum of Rs. 15.00 Crores @ Rs. 26.56 per Equity Share, towards part financing the current Expansion i.e. The Acid Complex and The SSP Plant.

Of the sanctioned amount we had availed during the year 2009-10 a sum of Rs. 11.00 Crores. During the current year we have further availed a sum of Rs.2.75 Crs taking the total amount availed till 31.03.2011 to Rs. 13.75 Crs. The balance amount of Rs.1.25 Crs has also been availed during the current year 2011-12. Thus the share holding of IEDM as on date amounts to 27.27% of the paid up capital of th company.

APPOINTMENT OF DIRECTORS:

In view of the Private Equity Placement as per the Equity Subscription agreement IVCF have nominated a Director on your board. Initially Mr. A.K. Choudhary was nominated w.e.f. 01/04/2009, on his retirement from the services of IFCI Mr. B.N. Nayak was nominated on the board w.e.f. 28/08/2009. Mr. Nayak on his transfer from IVCF has been replaced by Shri S.P. Arora the Current Managing Director of IVCF, who is now nominated from 19th March, 2010.

To keep in line with the ROC requirements, we have during the year nominated one more Independent Director on our Board namely Shri Ramakant Nayak. Shri Ramakant Nayak has remained as director with some prominent banks of Western India. He thus brings with him very rich experience of over 3 decades. Your Company will benefit immensely from his rich experience

PERSONNEL:

None of the employees of the Company had drawn remuneration in excess of the limits prescribed under section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORTION & FOREIGN EXCHANGE EARNING AND OUTGO:

Particulars, as prescribed under section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in report of Board of Directors) Rules 1988 are given in Annexure 'A' enclosed:

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000, it is hereby confirmed:

(a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) that the Directors have selected such accounting policies and applied them consistently and have 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 as at 31st March 2011 and of the profit of the Company for the year ended 31st March 2011

(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities:

(d) That the annual accounts have been prepared on a going concern basis.

AUDITORS:

The Parihar & Associates, Auditors of the company hold office until the conclusion of the ensuing Annual General Meeting and being eligible, have offered themselves for reappointment. The company has obtained a certificate from them to the effect that

their appointment if made, would be within the prescribed limits under section 224(1-B) of the Companies Act, 1956.

AUDITORS REPORT

The Auditors report has remarked that short term funds to the extent of Rs.612.41 lakhs have been used for long term investments.

In this regard we may clarify that the fund flow statement includes an amount of Rs.3.10 Crs towards term loan repayment falling due in the year 2011-12 which has been shown as Current liability. This amount though appearing in the current liability pertains to the repayment of long term loan availed from Banks.

Further we may state that an amount of Rs.1.50 Crs towards Share Application money from IFCI Venture capital funds Ltd., expected during the year 2010-11, was delayed due to certain routine compliances at our end. In Order to ensure that the project implementation of our SSP plant was not delayed the expenses towards the same was met from our current account. The said amount was received on 14th May 2011 and the temporary discrepancy was restored.

COMPLIANCE CERTIFICATE :

The company has received Compliance Certificate from a Practicing Company Secretary and forming part of directors' report

DIRECTOR DISQUALIFICATION:

None of the directors of the company is disqualified as per the provision of clause (1) (g) of section 274 of the Companies Act 1956 as on 31st March 2010.

APPRECIATION:

The Board of Directors places on record its sincere appreciation of the Company's valued customers in India and abroad for the support and confidence reposed by them in the company and looks forward to the continuance of this mutual supportive relationship in the future.

The Board expresses its gratitude to the Bankers, Government Authorities, Investors and other stakeholders for their continued support and guidance.

The directors wish to place on record their appreciation of the dedicated services rendered by the staff and officers.

For and on behalf of the Board

Sd/-

(Punit Makharia)

Chairman cum Managing Director

Place: Mumbai

Dated: 08/09//2011

Find IFSC