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Ishan Dyes & chemicals Ltd.

BSE: 531109 Sector: Industrials
NSE: N.A. ISIN Code: INE561M01018
BSE 14:26 | 29 Oct 42.00 -1.30
(-3.00%)
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43.80

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NSE 05:30 | 01 Jan Ishan Dyes & chemicals Ltd
OPEN 42.00
PREVIOUS CLOSE 43.30
VOLUME 1082
52-Week high 47.80
52-Week low 16.00
P/E 7.72
Mkt Cap.(Rs cr) 67
Buy Price 39.30
Buy Qty 100.00
Sell Price 43.40
Sell Qty 25.00
OPEN 42.00
CLOSE 43.30
VOLUME 1082
52-Week high 47.80
52-Week low 16.00
P/E 7.72
Mkt Cap.(Rs cr) 67
Buy Price 39.30
Buy Qty 100.00
Sell Price 43.40
Sell Qty 25.00

Ishan Dyes & chemicals Ltd. (ISHANDYESCH) - Director Report

Company director report

To

The Members

ISHAN DYES AND CHEMICALS LIMITED

Your Directors have pleasure in presenting 26th Annual Report together withthe Audited Standalone Financial Statements for the financial year ended 31stMarch 2019.

1. FINANCIAL RESULTS:

The Company's financial performance for the year ended March 31 2019 is summarizedbelow:

(Amount in Lacs)

Particulars Current Year Previous Year
(2018-19) (2017-18)
Sales(Net) 6680.94 7214.94
Other Income 126.42 159.20
Total Revenue 6807.36 7374.14
Earnings before Interest Depreciation Exceptional /Extraordinary Items Tax & Amortizations (EBITDA) 879.47 685.98
Interest(Net) 93.23 64.26
Depreciation 126.88 84.37
Profit before Exceptional / Extraordinary items & tax 659.36 537.34
Exceptional / Extraordinary expenses -- 55.00
Profit before Tax 659.36 592.34
Tax Adjustments (Net) 226.57 256.01
Profit after Tax 432.79 336.33

2. STATE OF COMPANY'S AFFAIRS AND FINANCIAL PERFORMANCE:

The year under review was challenging due to various variables which has affected thesegment of the business in which your Company is engaged. The Company has achieved totalrevenue of Rs. 6807.36 Lacs and EBITDA (pre-exceptional and extraordinary item) of Rs.879.47 Lacs as against that of Rs. 7374.14 Lacs and Rs. 685.98 Lacs respectively for theprevious year. In spite of decrease in turnover the business operations has shown increasein EBITDA by 28% due to improved margins and cost control measures undertaken by themanagement. Also the Profit after Tax was higher by 29% and recoded at Rs. 432.79 Lacs asagainst that of Rs. 336.33 Lacs.

3. PROSPECTS & DEVELOPMENTS:

The management of the Company is concentrating in improving operational efficienciesand capacity enhancement so as to achieve growth in revenues as well as margins. Duringthe year the Company has incurred capital expenditure to improve its plant building andalso installation of balancing equipments. The same will result into overall efficiencyimprovements reduction in operating cost and better quality product with increasedoutput. The Company has developed sound export market and overall customer spread besidesintroducing new ranges for the products all these factors will drive the growth duringcoming years for the benefits of the Company. Barring unforeseen circumstances themanagement is confident of delivering improved results during the coming years. Themanagement is also working on various expansion plans and opportunities to diversify forcreating value chain of business.

The Company operates in a competitive business environment and key challenge areas areecology and allied regulatory compliances commodity and petro-products price volatilityforeign currency fluctuations inflationary pressure on operational costs large workingcapital need skilled manpower availability etc. The management of the Company is workingwith a proactive approach to meet challenges and cater opportunities with an aim toenhance stakeholder's value. The management of the Company is actively working on growthplans which includes further expanding export business; add new ranges and products tocreate a basket of products for catering customer needs and also to create value additionin present product portfolio with a view to increase revenues and margin for the Company.

Barring unforeseen circumstances the management is confident to further improve itsbusiness performance and also position the Company as a preferred quality producer andexporter of Pthalocyanine blue pigments.

4. CHANGE IN NATURE OF BUSINESS IF ANY:

During the Financial Year 2018-19 the Company has not changed its nature of business.

5. DIVIDEND:

With a view to conserve the resources the no dividend has been declared by the Companyfor the ended financial year. The details of Unclaimed and Unpaid Dividend Amount of theCompany has been disclosed in the Notes to the Notice of 26th Annual General Meeting ofthe Company.

6. FINANCE

During the year your Company has renewed all its credit facilities. From the KalupurCommercial Co. Op. Bank Ltd. All the installments of banking facilities private loans andvehicle loans which were due during the financial year were repaid as per schedule in duecourse.

7. TRANSFER TO RESERVES:

During the year under review the Company has not transferred any amount to the generalreserve.

8. EXPORTS

The Export is the thrust area for the growth of the Company and during the year endedrecorded gross export turnover of Rs. 29.34 Crores

9. SHARE CAPITAL:

As on 31st March 2019 the Share Capital structure of the Company stood asfollows:

Particulars No of Shares Amount
Authorized Share Capital
Equity Shares of Rs. 10/- each 25000000 250000000
Total 25000000 250000000
Issued Subscribed and Paid up Share Capital
Equity Shares of Rs. 10/- each 11264700 112647000
Total 11264700 112647000

Rights Issue:

During the Financial year 2017-18 the Board of Directors at their meeting held on 20thMarch 2018 has approved to raise funds upto an aggregate amount of Rs. 20.00 Crores byway of Issue of Equity Shares of the Company to its eligible existing Shareholders onrights basis subject to the Shareholders approval.

Further at the Extra Ordinary General Meeting held on 23rd April 2018 theShareholders of the Company has approved to raise funds upto an aggregate amount of Rs.20.00 Crores by way of Issue of Equity Shares of the Company to its eligible existingShareholders on a rights basis.

The Company has appointed M/s Vivro Financial Services Private Limited as the LeadManager to the Issue and M/s Link Intime India Private Limited as the Registrar to theRights Issue.

During the current Financial Year 2019-20 the Board of Directors at their meeting heldon 23rd April 2019 has approved the Issue of upto 5181762 Equity Shares offace value of Rs. 10/- each at an issue price of Rs. 27/- per Equity Share (includingpremium of Rs. 17/- per Equity Share)aggregating to Rs. 1399.08 Lakh to all the existingmembers of the Company on a rights basis also fixed Record date of Friday May 10 2019for the purpose of determining names of shareholders of the Company eligible to apply forthe Equity Shares in the Rights Issue of the Company.

Further at the Board Meeting held on 29th June 2019 the Board of Directorshas approved the letter of offer containing the offer of Rights Issue and fixed the RightsIssue period from 12th July 2019 till 26th July 2019 and the saidhas been further extended to 09th August 2019. The copy of letter of offer hasbeen posted on the website of the Company www.ishandyes.com.

Depository System:

As the members are aware the Company's Equity shares are compulsorily tradable inelectronic form. As on 31st March 2019 77.24% of the Company's total paid-upequity capital representing 8701460 Equity shares are in dematerialized form.

The SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 mandatethat the transfer except transmission and transposition of securities shall be carriedout in dematerialized form only with effect from 1st April 2019. In view ofthe numerous advantages offered by the Depository system as well as to avoid fraudsmembers holding shares in physical mode are advised to avail of the facility ofdematerialization from either of the depositories. The Company has directly as well asthrough its RTA sent intimation to shareholders who are holding shares in physical formadvising them to get the shares dematerialized.

During the year Company has not issued any equity shares with differential rights orany sweat equity shares.

10. SEGMENT WISE PERFORMANCE:

The Company has only one reportable segment of activity i.e. "Chemicals" inaccordance with the definition of "Segment" as per the IND AS. The performanceof the Company is discussed separately in this Report.

11. SUBSIDIARIES JOINT VENTURES & ASSOCIATES:

Your Company doesn't have any Subsidiaries Joint Ventures and Associates.

12. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report as required under Regulation 34 andSchedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015forms an integral part of this Report and provides overview of the business and operationsof the Company.

13. PUBLIC DEPOSITS:

The Company has not accepted any public deposits nor any amount of principal orinterest thereof was outstanding in terms of Sections 73 and 74 of the Companies Act 2013read with the Companies (Acceptance of Deposits) Rules 2014 for the financial yearended.

Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22ndJanuary 2019 amending the Companies (Acceptance of Deposits) Rules 2014the Company isrequired to file with the Registrar of Companies (ROC) requisite returns in Form DPT-3 foroutstanding receipt of money/loan by the Company which is not considered as deposits.

The Company has already been complied with this requirement within the prescribedtimelines.

14. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OFTHE

FINANCIAL YEAR AND DATE OF REPORT:

In terms of Section 134(3)(l) of the Companies Act 2013 except as disclosed elsewherein this Report no material changes and commitments which could affect the Company'sfinancial position have occurred between the end of the financial year of the Company anddate of this Report.

15. CORPORATE GOVERNANCE:

A report on Corporate Governance along with a certificate from the Auditors of theCompany regarding the compliance with the conditions of Corporate Governance as stipulatedunder Para E of Schedule V of the SEBI LODR forms part of this Annual Report.

16. INDUSTRIAL RELATIONS

The relationship with employees at all level remained cordial and harmonious during theyear. We appreciate for committed contribution made by employees of the Company at all thelevels to achieve present growth of the Company.

17. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL ANDSENIOR

MANAGEMENT OF THE COMPANY:

In accordance with the provisions of Section 178 of the Companies Act 2013 andRegulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 The Board of Directors has formulated the Nomination and Remuneration Policy on thebasis of recommendations made by the Nomination and Remuneration Committee. The salientaspects covered in the Nomination and Remuneration Policy has been outlined in theCorporate Governance Report which forms part of this Report. The Policy is also availableon the website of the Company www.ishandyes.com.

18. BOARD DIVERSITY

The Company recognizes the importance of a diverse Board in its process. We believethat a truly diverse Board will leverage differences in thought perspective knowledgeskill regional and industry experience cultural and geographical background ageethnicity race and gender which will help to provide better directions and supervision tothe affairs of the Company. The Board has adopted the Board diversity policy which setsout the approach to diversity of the Board of Directors. The Policy is also available onthe website of the Company www.ishandyes.com

19. PARTICULARS OF EMPLOYEES:

Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197 (12) of the Companies Act 2013 and Rule 5 (1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are given in "Annexure[A]" that forms part of this Report.

No employee of the Company was in receipt of remuneration more than the limitsspecified under Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 during the financial year ended 31st March 2019.

20. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Appointments:

During the year 2018-19 on the recommendation of Nomination and RemunerationCommittee Mrs. Mirali Hemantbhai Patel (DIN-08021784) has been appointed as an AdditionalDirector on the Board of the Company with effect from 25th March 2019.

Brief resume and other details of Mrs. Mirali H. Patel in terms of Regulation 36(3) ofSEBILODR and Secretarial Standards on General Meeting are provided in the Notice of 26thAGM forming part of the Annual Report. Mrs. Mirali H. Patel is not disqualified from beingappointed as Directors by virtue of the provisions of Section 164 of the Companies Act2013.

The Board of Directors has recommended her appointment as an Executive Director liableto retire by rotation in the upcoming Annual General Meeting of the Company.

Re-appointments:

Pursuant to the provisions of Section 152 of the Companies Act 2013 read with theCompanies (Appointment and Qualification of Directors) Rules 2014 and the Articles ofAssociation of your Company Mr. Piyushbhai N. Patel and Executive Director of theCompany is liable to retire by rotation at the ensuing AGM and being eligible offeredhimself for reappointment.

Appropriate resolution for his re-appointment is being placed for your approval at theensuing AGM. The brief resume of Shri Piyushbhai N. Patel together with other relatedinformation has been detailed in the Notice of AGM which is forming part of the AnnualReport.

Your Directors recommend his re-appointment as an Executive Director of your Company.

Mr. Mayankkumar Hasmukhbhai Patel (DIN: 02838526) Mr. Roopin Amrit Patel (DIN:03302732) and Mr. Yatinbhai Gordhanbhai Patel (DIN: 03616381) were appointed asIndependent Directors of the Company with effect from 23rd September 2014 to22nd September 2019. Pursuant to the recommendation of the Nomination andRemuneration Committee the Board at its Meeting held on 12th August 2019 hasapproved there-appointment of Mr. Mayankkumar

Hasmukhbhai Patel (DIN: 02838526) Mr. Roopin Amrit Patel (DIN: 03302732) and Mr.Yatinbhai Gordhanbhai Patel (DIN: 03616381) for a further term of five years from 23rdSeptember 2019 to 22nd September 2024 subject to the approval ofshareholders through special resolution.

Based on their skills experience knowledge and report of their performanceevaluation the Board was of the opinion that their association would be of immensebenefit to the Company and it would be desirable to avail their services as IndependentDirectors.

The notice convening the 26th AGM includes the proposal for re-appointmentof Independent Directors.

Resignations along with facts of resignation:

During the financial year 2018-19 Mr. Marutbhai Dineshchandra Patel (DIN - 01886954)has been resigned from the Company with effect from 25th March 2019 on the personalgrounds together with pre-occupations.

The Board expressed its sincere appreciation for the valuable contribution made by Mr.Marutbhai D. Patel as the Non-Executive and Non-Independent Director of the Company.

Key Managerial Personnel:

Pursuant to the provisions of Section 203 of the Companies Act 2013 Shri Piyush N.Patel Chairman and Managing Director Shri Shrinal P. Patel Whole-Time Director ShriChintan Prakash Pancholi Chief Financial Officer and Ms. Ankita Vivekkumar Shah CompanySecretary and Compliance officer are the Key Managerial Personnel of your Company.

Annual Evaluation of Board's Performance:

The evaluation of all the directors and the Board as a whole was conducted based on thecriteria and framework adopted by the Board. The evaluation process has been explained inthe corporate governance report section in this Annual Report.

Declaration of Independence:

Your Company has received declarations from all the Independent Directors under Section149(7) of the Companies Act 2013 confirming that they fulfill the criteria ofindependence as prescribed under Section 149(6) of the Companies Act 2013 read with theSchedules and Rules issued thereunder as well as under Regulation 16(b) of the SecuritiesExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015.

Familiarization Program for Independent Directors:

At the time of the appointment of an Independent Director the Company issues a formalletter of appointment outlining his/her role function duties and responsibilities.Further the Independent Directors are introduced with the corporate affairs newdevelopments and business of the Company from time to time. The Familiarization program isalso available on the website of the Company www.ishandyes.com.

21. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with therequirements of the SEBI (Prohibition of Insider Trading) Regulations 2015. The InsiderTrading policy of the Company lays down guidelines and procedures to be followed anddisclosures to be made while dealing with shares of the Company as well as consequences ofviolation. The Policy has been formulated to regulate monitor and ensure reporting ofdeals by the employees and to maintain the highest ethical standards of dealing in theCompany's Shares. The code is also available on the website of the Companywww.ishandyes.com.

The Company has adopted the amended Code of Practices and Procedures for FairDisclosure of Unpublished Price Sensitive Information in terms of the SEBI (Prohibition ofInsider Trading) Regulation 2015 (as amended). The same has been filed with the BSELimited and also uploaded on the website of the Company.

22. COMMITTEES OF THE BOARD:

As on 31st March 2019 the Board has following committees: a. Auditcommittee. b. Nomination and Remuneration committee. c. Stakeholder's relationshipcommittee. d. Corporate Social Responsibility Committee. e. Rights Issue Committee.

A detailed note on the Board and its committees is provided under the corporategovernance report section in this Annual Report.

Audit Committee:

As on 31st March 2019 the Audit Committee comprised of Four IndependentDirectors namely Shri Roopin A. Patel Shri Mayank H. Patel Shri Ronak Y. Desai and ShriYatin G. Patel.

All members of the Audit Committee possess good knowledge of accounting and financialmanagement. The Chairman and Managing Director of the Company Chief Financial Officerthe Internal Auditors and Statutory Auditors are regularly invited to attend the AuditCommittee Meetings.

The Company Secretary is the Secretary to the Committee. The Internal Auditor reportsto the Chairman of the Audit Committee. The significant audit observations and correctiveactions as may be required and taken by the management are presented to the AuditCommittee. The Board has accepted all recommendations made by the Audit Committee fromtime to time

23. NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE MEETINGS:

The details of the number of Board and Committee Meetings of your Company along withthe composition and attendance of the Directors and Members at such meetings are set outin the Corporate Governance Report which forms part of this Report. The time gap betweenthe two meetings was in accordance with the requirements. All the information required tobe furnished to the Board was made available along with detailed Agenda.

24. DIRECTORS' RESPONSIBILITY STATEMENT:

As required under Section 134(3)(c) of the Companies Act 2013 the Directors herebyconfirm that:

(a) in the preparation of the annual accounts for the financial year ended 31stMarch 2019 the applicable accounting standards have been followed and there are nomaterial departures from the same;

(b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of your Company as at 31st March 2019 and ofthe profit and loss statement of the Company for the financial year ended 31stMarch 2019;

(c) proper and sufficient care have been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(d) the annual accounts have been prepared on a 'going concern' basis;

(e) proper internal financial controls laid down by the Directors were followed by theCompany and that such internal financial controls are adequate and operating effectively;and

(f) Proper systems to ensure compliance with the provisions of all applicable laws werein place and that such systems were adequate and operating effectively.

25. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT- 9 inaccordance with Section 92(3) of the Companies Act 2013 read with the Companies(Management and Administration) Rules 2014 are set out herewith as "Annexure[B]" and form an integral part to this Report.

The copy of Form MGT 9 is also uploaded on the website of the Company www.ishandyes.com

26. RELATED PARTY TRANSACTIONS:

During the financial year 2018-19 all transactions with the Related Parties as definedunder Section 2(76) of the Companies Act 2013 read with Companies (Specification ofDefinitions Details) Rules 2014 and Regulation 23 of the Securities Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 were entered inthe ordinary course of business and on an arm's length basis.

The Company has a process in place to periodically review and monitor Related PartyTransactions. The Audit Committee has approved all related party transactions for the FY2018-19 and estimated transactions for FY 2019-20.

There were no materially significant related party transactions that may have conflictwith the interest of the Company.

27. LOANS AND INVESTMENTS:

The Company has disclosed the full particulars of the loans given investments made orguarantees given or security provided as required under section 186 of the Companies Act2013 Regulation 34(3) and Schedule V of the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 in Notes forming part of the financial statements.

28. RISK MANAGEMENT:

At present the company has not identified any element of risk which may threaten theexistence of the Company.

All the properties and insurable interest of the Company are adequately insured.

29. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

The Board of Directors has formulated a Whistle Blower Policy which is in compliancewith the provisions of Section 177 (10) of the Companies Act 2013 and the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. The policy provides for aframework and process whereby concerns can be raised by its employees against any kind ofdiscrimination harassment victimization or any other unfair practice being adoptedagainst them. The policy is also available on the website of the Companywww.ishandyes.com.

30. CORPORATE SOCIAL RESPONSIBILITY:

Your Company has constituted the Corporate Social Responsibility (CSR) Committee as perthe requirement of the Section 135 of the Companies Act 2013 read with the Companies(Corporate Social Responsibility Policy) Rules 2014 as amended from time to time. ShriPiyush N. Patel is the Chairman of the Committee and two other members namely Shri RoopinA. Patel and Shri Mayankkumar H. Patel are the members of said Committee. The Committeehas framed the Corporate Social Responsibility Policy for the Company. The philosophy forCSR activity of the Company is mainly focused in the various areas of rural infrastructuredevelopment social upliftment education promotion of healthcare and sanitationensuring environmental sustainability and promoting rural sports.

The Company gives preference to the local area for spending the amounts earmarked forCSR activities. During the year the Company has spent Rs. 14.00 Lakhs in the CSRActivities the details of which is provided in the CSR Report.

The Annual Report on the CSR activities is at "Annexure [C]"to thisReport.

31. AUDITORS AND AUDITORS' REPORT:

Statutory Auditors:

The Shareholders of the Company at the 21st Annual General Meeting hadappointed M/s G. S. Mathur & Co as the Statutory Auditors of the Company to holdoffice till the conclusion of 26th Annual General Meeting to be held in theyear 2019.

The Board of Directors after considering the recommendations of the Audit Committee atits meeting held on 12th August 2019 has recommended the appointment of M/s.G.S. Mathur& Co Chartered Accountants as the Statutory Auditors of the Company for aperiod commencing from the conclusion of this Annual General Meeting till the conclusionof the 29th Annual General Meeting to audit the Financial Statements of theCompany.

The Company has received a Certificate from M/s. G.S. Mathur& Co CharteredAccountants to the effect that the appointment if made would be in accordance withlimits specified under the Companies Act 2013. As required under

SEBI Regulations they have confirmed that they hold valid certificate issued by thePeer Review Board of the Institute of Chartered Accountants of India.

The resolution proposing their appointment from the conclusion of this 26thAnnual General Meeting till the conclusion of the 29th Annual General Meetingof the Company at a remuneration to be fixed by the Audit Committee and/or Board ofDirectors and billed progressively is submitted at the 26th Annual GeneralMeeting for approval of the members.

The Board recommends the appointment of M/s. G.S. Mathur& Co Chartered Accountantsas the Statutory Auditors for approval of the members.

Cost Auditor:

The appointment of Cost Auditor for the Company is not applicable to the Company.

Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 your Companyhas appointed Mr. Kunal Sharma Practicing Company Secretary to conduct the SecretarialAudit of your Company. The Secretarial Audit Report is annexed herewith as "Annexure- [D]" to this Report.

32. EXPLANATION ON AUDITORS REPORT:

Statutory Auditor

The notes to the accounts referred to in the Auditors Report are self-explanatory andtherefore do not call for any separate or further comments or explanations.

Secretarial Auditor

The Secretarial Audit report does not contain any remarks and qualifications and areself-explanatory therefore do not call for any separate or further comments orexplanations.

33. FRAUDS REPORTED BY AUDITORS:

No frauds are reported by Auditors which falls under the purview of sub section (12) ofSection 143 of the Companies Act 2013.

34. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

The information required under Section 134 of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014 with respect to the information on conservation ofenergy technology absorption and foreign exchange earnings and outgo is given in "Annexure- [E]"appended hereto and forms part of this Report.

35. INTERNAL FINANCIAL CONTROLS:

The Company has adequate internal controls and checks in commensurate with its size andactivities. The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial disclosures.

36. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION

AND REDRESSAL) ACT 2013:

Your Company is committed to provide and promote a safe healthy and congenialatmosphere irrespective of gender caste creed or social class of the employees. Duringthe year under review there was no case filed pursuant to the sexual harassment of Womenat workplace (Prevention Prohibition and Redressal) Act 2013.

37. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS:

The Company has complied with Secretarial Standards issued by the Institute of CompanySecretaries of India onboard Meetings and General Meetings.

38. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:

There are no significant/material orders passed by the Regulators or Courts orTribunals which would impact the going concern status of your Company and its futureoperations.

39. ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the continued supportreceived from stakeholders employees at all levels vendors customers bankersconsultants and all associates of the Company.

By order of the Board of Directors
For ISHAN DYES & CHEMICALS LIMITED
12th August 2019 Piyush N. Patel
Ahmedabad Chairman & Managing Director
DIN: 00450807

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