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Directors Report of Shree Pushkar Chemicals & Fertilisers Ltd.

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

 
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