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Ishan Dyes & chemicals Ltd.

BSE: 531109 Sector: Industrials
NSE: N.A. ISIN Code: INE561M01018
BSE 00:00 | 27 Jan 61.10 -0.95
(-1.53%)
OPEN

61.15

HIGH

63.90

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59.40

NSE 05:30 | 01 Jan Ishan Dyes & chemicals Ltd
OPEN 61.15
PREVIOUS CLOSE 62.05
VOLUME 65006
52-Week high 177.00
52-Week low 59.00
P/E 32.85
Mkt Cap.(Rs cr) 113
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 61.15
CLOSE 62.05
VOLUME 65006
52-Week high 177.00
52-Week low 59.00
P/E 32.85
Mkt Cap.(Rs cr) 113
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

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

Company director report

To

The Members

Ishan Dyes and Chemicals Limited

Your Directors are please to present 28th Annual Report together with theAudited Standalone Financial Statements for the financial year ended 31stMarch 2021.

1. FINANCIAL RESULTS:

The Financial Statements of the Company have been prepared in accordance with theIndian Accounting Standards (IND AS) notified under Section 133 of the Companies Act 2013("the Act") read with Rule 7 of the (Companies Accounts) Rules 2014. TheCompany's financial performance for the year ended March 31 2021 is summarized below:

(Amount in Lakhs)
Particulars Current Year Previous Year
(2020-21) (2019-20)
Sales (Net) 8175.02 8014.51
Other Income 223.68 234.57
Total Revenue 8398.70 8249.08
Earnings before Finance Cost Depreciation Exceptional /Extraordinary Items Tax & Amortizations (EBITDA) 1982.83 1266.75
Finance Cost (Net) 58.73 65.39
Depreciation 201.74 177.78
Profit before Exceptional/Extraordinary items & tax 1722.36 1023.58
Exceptional/Extraordinary expenses -- --
Profit before Tax 1722.36 1023.58
Tax Adjustments (Net) 441.57 202.73
Profit after Tax 1280.79 820.84

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

During the year under review the Total Revenues grew by 1.81% to INR 8398.70 Lakhsfrom INR 8249.08 Lakhs in the Financial Year 2019-20 and EBITDA increased by 56.53% to INR1982.83 Lakhs from INR 1266.75 Lakhs in the Financial Year 2019-20.

The Profit before tax increased by 68.27% y-o-y to INR 1722.36 Lakhs. Net Profit aftertax increased by 56.03% y-o-y to INR 1280.79 Lakhs.

3. PROSPECTS & DEVELOPMENTS:

Since the beginning of 2020 COVID-19 pandemic has adversely impacted the social andeconomic life across the world besides emerging as an unprecedented health challenges.Your Company was also not an exception to the same and operations were impacted during theyear ended in various manner. However your Company had committed itself to the nation'sfight against COVID-19 and confronted the uncertainties by focusing on three keypriorities-safeguarding the health and well-being of its stakeholders ensuring businesscontinuity with minimum disruptions to meet consumers demand and provide safe workingenvironment for all its employees.

Inspite of the pandemic the operations of the Company for the year under considerationremained very much satisfactory and the Company was able to achieve growth in terms ofturnover and profit both. The products of the Company are widely used in variousindustries like Colours paint ink textiles plastics etc. and demand for the sameremained very high due to increased consumption world over. The Company witness variouschallenges in terms of manpower shortage raw material supply disruptions and delays ininternational shipping cargo moments besides very high volatility in its key raw materialprices and finished goods prices. The proactive and conservative approach of themanagement of the Company supported to overcome such difficulties and record satisfactoryperformance for the year ended.

Baring unforeseen circumstances the management of the Company estimates growth in thedemand for its products and also improved financial performance for the Company duringcoming years.

4. CHANGE IN NATURE OF BUSINESS IF ANY:

During the Financial Year 2020-21 the Company has not changed its nature of business.The Company is engaged in the Business of Manufacturing Trading Export Import and otherdeals in Chemicals used in Dyes and Pigments.

Ishan Dyes and Chemicals Limited

5. DIVIDEND:

During the year under review the Company has declared and paid the followingdividends:

S. No

Nature of Dividend

Rate of Dividend

Date of Declaration

Amount Paid

1

Final Dividend for the Financial Year ended 31st March 2020

Rs. 1/- per Equity Share (Rate of 10% of Face value)

04th September 2020.

INR 15968147/-

2

Interim Dividend for the Financial Year ended 31st March 2021.

Rs. 1.25/- per Equity Share (Rate of 12.5% of Face value)

19th April 2021

INR 19960184/-

The Board has recommended to confirm the Interim Dividend paid for the Financial Yearended 31st March 2021 as the Final Dividend. Necessary resolution is beingproposed for the purpose at the ensuing 28th Annual General Meeting("AGM").

Further the details of Unclaimed and Unpaid Dividend Amount of the Company have beendisclosed in the Notes to the Notice of 28th Annual General Meeting of theCompany.

6. FINANCE

During the Year under review the Company was successful in enhancing its financefacilities from the Kalupur Commercial Co. Op. Bank Limited to meet its working capitalrequirements. All the installments of banking facilities private loans and vehicle loanswhich were due during the financial year were repaid as per its schedule.

7. TRANSFER TO RESERVES:

During the year under review Your Directors do not propose to transfer any amount tothe reserves.

8. EXPORTS

During the year under review the exports of your Company registered 38.57% volumegrowth and recorded gross turnover of INR 4823.57 Lakhs.

9. SHARE CAPITAL:

As on 31st March 2021 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 15968147 159681470
Total 15968147 159681470

During the year the Company has not issued any equity shares with differential rightsor right equity shares or any sweat equity shares.

Further during the current Financial Year subject to the approval of the Shareholdersthe Board of Directors at their meeting held on 01st July 2021 has approvedthe raising of funds by way of Issue of 5000000 (Fifty Lakh) Convertible Equity Warrants("Warrants") at a price of INR 61/- (Rupees Sixty One only) per Warrantaggregating to INR 30.50 Crores (Rupees Thirty Crores Fifty Lakhs only) on a preferentialand private placement basis to the Promoters and other Non- Promoters/Public Investors.

Further the Company has dispatched the Notice of the 01/2021-22 Extra Ordinary GeneralMeeting held on 30th July 2021 which was duly convened as per the requirementsof the Companies Act 2013 and SEBI Laws.

Further the Company has filed the Application for In-Principal Approval with the BSELimited the Stock Exchange where the Equity Shares of the Company is listed and BSELimited vide their email dated 29th July 2021 raised some queries on theapplication filed by the Company.

Further BSE Limited advised to the Company not to be made public the results of thevoting on Agenda item no. 1 of the Notice of 01/2021-22 of the Extra Ordinary GeneralMeeting of the Company for the issue and allotment of the Warrants and the same shall bekept in a sealed cover pending till the completion of the examination of the applicationon the subject matter by BSE Limited. Therefore the results along with scrutinizer reportwill be declared and made available to the public after the completion of the examinationof the application made to BSE Limited for its in-principal approval or as per furtheradvisory if any issued by the BSE Limited to the Company.

The Company has not received any further communication/advisory from the BSE Limited inthe said connection till date.

Depository System:

As the members are aware the Company's Equity shares are compulsorily tradable inelectronic form. As on 31st March 2021 89.19% of the Company's total paid-upequity capital representing 14196012 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 1stApril 2019. In view of thenumerous advantages offered by the Depository system as well as to avoid frauds membersholding shares in physical mode are advised to avail of the facility of dematerializationfrom either of the depositories. The Company has directly as well as through its RTAsent intimation to shareholders who are holding shares in physical form advising them toget the shares dematerialized.

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:

Outbreak of COVID-19 pandemic has not only resulted into health crises but alsoimpacted world over GDP contradictions and also resulted into a far-reaching implicationson the global economy.

Various lock downs across many parts of the world including India has adverselyimpacted economic activities and also resulted into social and economic challenges in manymanner. The pandemic affected both demand and supply at least in the short-term. Aslockdowns eased across the world economic activities gradually started to recover.

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.

The Company has received declarations from its Directors that all the Loans extended/tobe extended by them to the Company are their owned funds only and not borrowed from anyperson or entity.

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 disclosedelsewhere in this Report no material changes and commitments which could affect theCompany's financial position have occurred between the end of the financial year of theCompany and date 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.

A Certificate from the Statutory Auditors confirming compliance of the conditions ofCorporate Governance as stipulated under the SEBI Listing Regulations is appended to theCorporate Governance Report. A Certificate of the CEO/MD and CFO of the Company in termsof Regulation 17(8) of the Listing Regulations is also annexed.

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 2021.

20. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Appointments:

During the year 2020-21 No Director was appointed on the Board of the Company.

Retire by Rotation:

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 Smt. Anilaben Piyushbhai Patel (DIN: 00450893) Non-Executiveand Non-Independent Director of the Company is liable to retire by rotation at the ensuingAGM and being eligible offered herself for reappointment.

Appropriate resolution for her -re-appointment is being placed for your approval at theensuing AGM. The brief resume of Smt. Anilaben Piyushbhai Patel (DIN: 00450893) with otherrelated information has been detailed in the Notice of AGM which is forming part of theAnnual Report.

Your Directors recommend her re-appointment as Non-Executive and Non-IndependentDirector of your Company.

Re-appointments:

During the period under review Mr. Ronak Yatinkumar Desai (DIN:02808811) has beenre-appointed as an Independent Director of the Company for second term of 5 years w.e.f 29thSeptember 2020 by the Board of Directors and Shareholders of the Company at theirrespective meetings held on 20th July 2020 and 04th September 2020respectively.

Further on the basis of the recommendations from the Nomination & RemunerationCommittee the Board of Directors at their meeting held on 31st May 2021 hasreappointed Mr. Piyushbhai Natvarlal Patel (DIN: 00450807) as a Managing Director of theCompany for a further term of five years from 01st June 2021 up to 31stMay 2026 subject to the approval of shareholders at the forthcoming AGM through SpecialResolution.

Furthermore on the basis of the recommendations from the Nomination & RemunerationCommittee the Board of Directors at their meeting held on 23rd January 2021 hasreappointed Mr. Shrinal P. Patel (DIN: 02992519) as Whole-Time Director of the Company fora further term of five years from 01st February 2021 up to 31stJanuary 2026 subject to the approval of shareholders at the forthcoming AGM throughSpecial Resolution.

The Notice convening the 28th AGM includes the proposal for above bothre-appointments..

Resignations along with facts of resignation:

During the financial year 2020-21 No Director has resigned from the Directorship ofthe 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. Shilpa Sharma Company Secretaryand Compliance officer are the Key Managerial Personnel's of your Company.

Further during the year under review Ms. Ankita Vivekkumar Shah had resigned from thepost of Company Secretary and Compliance Officer of the Company with effect from closingbusiness hours of January 4 2021 due to her personal reasons. Ms. Shilpa Sharma wasappointed as the Company Secretary and Compliance officer of the Company with effect fromJanuary 05 2021 vide passing board resolution dated January 04 2021.

Annual Evaluation of Board's Performance:

In terms of the requirement of the Companies Act 2013 and the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 ('Listing Regulations') anannual performance evaluation of the Board its Committees and the Directors wasundertaken which included the evaluation of the Board as a whole Board Committees andpeer evaluation of the Directors. The criteria for performance evaluation covers the areasrelevant to the functioning of the Board and Board Committees such as its compositionoversight and effectiveness performance skills and structure etc. The performance ofindividual directors was evaluated on the parameters such as preparation participationconduct independent judgment and effectiveness. The performance evaluation of IndependentDirectors was done by the entire Board of Directors and in the evaluation of theDirectors the Directors being evaluated had not participated. The evaluation process hasbeen explained in the 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.

All the Independent Directors of the Company have registered themselves with the IndianInstitute of Corporate Affairs ("IICA").

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.

Pecuniary relationship

During the year under review except those disclosed in the Audited FinancialStatements the non-executive directors of the Company had no pecuniary relationship ortransactions with the Company.

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 2021 the Board has following committees:

a. Audit Committee.

b. Nomination and Remuneration Committee.

c. Stakeholder's relationship Committee.

d. Corporate Social Responsibility Committee.

e. Rights Issue Committee.

The details with respect to the composition powers roles terms of reference numberof meetings held attendance at the meetings etc. of Statutory Committees are given indetail in the Corporate Governance Report.

Audit Committee:

As on 31stMarch 2021 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 31st March2021 the applicable accounting standards have been followed and there are no materialdepartures 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 2021 and of the profitand loss statement of the Company for the financial year ended 31st March 2021;

(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:

In terms of Section 92(3) of the Companies Act 2013 and Rule 12 of the Companies(Management and Administration) Rules 2014 the Annual Return of the Company is availableon the website of the Company www.ishandyes.com.

The Extract of Annual Report is at "Annexure [B]''to this Report.

26. RELATED PARTY TRANSACTIONS

During the financial year 2020-21 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 FY2020-21 and estimated transactions for FY 2021-22.

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

The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board of Directors may be accessed on the Company'swebsite at www.ishandyes.com. Disclosures on related party transactions are set out inNotes to the Financial Statements forming part of this Annual Report.

27. LOANS AND INVESTMENTS:

Details of the loans given by your Company under Section 186 of the Act during thefinancial year ended 31st March 2021 are set out in Notes to the Financial Statementsforming part of this Annual Report.

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 areadequately 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. ShriRoopin A. Patel is the Chairman of the Committee and two other members namely Shri PiyushN. Patel and Smt. Anilaben P. Patel are the members of said Committee. The Committee hasframed the Corporate Social Responsibility Policy for the Company. The philosophy for CSRactivity 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 Annual Report on the CSR activities is at "Annexure [C]''to thisReport.

The Company has spent Rs.16.06 Lakhs towards CSR activities by contributing toEducational sector of the state through registered trust.

31. AUDITORS AND AUDITORS' REPORT:

Statutory Auditors:

Based on the recommendations of the Audit Committee and the Board The Shareholders ofthe Company at the 26th Annual General Meeting held on 27thSeptember 2019 had appointed M/s G. S. Mathur & Co. Chartered Accountants as theStatutory Auditors of the Company to hold office for period of 3 (Three) Years commencingfrom the conclusion of the 26th Annual General Meeting till the conclusion of29th Annual General Meeting to be held in the year 2022.

Further in terms of Clause 40 of Companies (Amendment) Act 2017 which was notifiedvide Notification dated S.O. 1833 (E) dated 7th May 2018 and effective from thedate the Proviso of Section 139(1) relating to ratification of Appointment of Auditors atevery Annual General Meeting of the Company has been omitted and the requirement ofRatification of Auditors Appointment is no longer required as per the Companies Act 2013.

Therefore the resolution for ratification of Appointment of Statutory Auditors M/s G.S. Mathur & Co. Chartered Accountants has not been provided for the approval of theShareholders and not formed as a part of Notice of the 28th AGM of the Company.

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 M/s Kunal Sharma & Associates Practicing Company Secretaries to conductthe Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as"Annexure - [D]" to this Report.

Based on the recommendation of the Audit Committee the Board of Directors of theCompany has appointed M/s Kunal Sharma & Associates Practicing Company Secretaries asthe Secretarial Auditor of the Company for the financial year ending 31stMarch 2022. The Company has received their written consent that the appointment is inaccordance with the applicable provisions of the Companies Act 2013 and rules framedthereunder.

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:

Information required under Section 134(3)(m) of the Companies Act 2013 read with Rule8 of the Companies (Accounts) Rules 2014 for the financial year ended 31st March 2021 inrelation to the Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo is annexed herewith as "Annexure - [E]" to thisReport.

35. INTERNAL FINANCIAL CONTROLS:

The Directors had laid down internal financial controls to be followed by the Companyand such policies and procedures adopted by the Company for ensuring the orderly andefficient conduct of its business including adherence to Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation of reliablefinancial information. The Audit Committee evaluates the internal financial control systemperiodically

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:

During the year under review the Company has complied with the applicable SecretarialStandards i.e. SS-1 and SS-2 relating to "Meetings of the Board of Directors"and "General Meetings" respectively issued by The Institute of CompanySecretaries of India.

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. APPRECIATION:

The Directors hereby wish to place on record their appreciation for the supportextended by its banker suppliers employees and all other stakeholders without whosesupport the overall satisfactory performance would not have been possible during thepandemic.

By order of the Board of Directors
For Ishan Dyes & Chemicals Limited
SD/-
14th August 2021 Piyush N. Patel
Ahmedabad Chairman & Managing Director
DIN: 00450807

.