Ishan Dyes & chemicals Ltd Directors Report.
ISHAN DYES AND CHEMICALS LIMITED
Your Directors have pleasure in presenting 26th Annual Report together with the Audited Standalone Financial Statements for the financial year ended 31st March, 2019.
1. FINANCIAL RESULTS:
The Companys financial performance, for the year ended March 31, 2019 is summarized below:
(Amount in Lacs)
|Particulars||Current Year||Previous Year|
|Earnings before Interest, Depreciation, Exceptional /Extraordinary Items, Tax & Amortizations (EBITDA)||879.47||685.98|
|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 COMPANYS AFFAIRS AND FINANCIAL PERFORMANCE:
The year under review was challenging due to various variables which has affected the segment of the business in which your Company is engaged. The Company has achieved total revenue 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 the previous year. In spite of decrease in turnover the business operations has shown increase in EBITDA by 28% due to improved margins and cost control measures undertaken by the management. Also the Profit after Tax was higher by 29% and recoded at Rs. 432.79 Lacs as against that of Rs. 336.33 Lacs.
3. PROSPECTS & DEVELOPMENTS:
The management of the Company is concentrating in improving operational efficiencies and capacity enhancement so as to achieve growth in revenues as well as margins. During the year, the Company has incurred capital expenditure to improve its plant building and also installation of balancing equipments. The same will result into overall efficiency improvements, reduction in operating cost and better quality product with increased output. The Company has developed sound export market and overall customer spread besides introducing new ranges for the products, all these factors will drive the growth during coming years for the benefits of the Company. Barring unforeseen circumstances, the management is confident of delivering improved results during the coming years. The management is also working on various expansion plans and opportunities to diversify for creating value chain of business.
The Company operates in a competitive business environment and key challenge areas are ecology and allied regulatory compliances, commodity and petro-products price volatility, foreign currency fluctuations, inflationary pressure on operational costs, large working capital need, skilled manpower availability etc. The management of the Company is working with a proactive approach to meet challenges and cater opportunities with an aim to enhance stakeholders value. The management of the Company is actively working on growth plans which includes further expanding export business; add new ranges and products to create a basket of products for catering customer needs and also to create value addition in present product portfolio with a view to increase revenues and margin for the Company.
Barring unforeseen circumstances the management is confident to further improve its business performance and also position the Company as a preferred quality producer and exporter 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.
With a view to conserve the resources the no dividend has been declared by the Company for the ended financial year. The details of Unclaimed and Unpaid Dividend Amount of the Company has been disclosed in the Notes to the Notice of 26th Annual General Meeting of the Company.
During the year, your Company has renewed all its credit facilities. From the Kalupur Commercial Co. Op. Bank Ltd. All the installments of banking facilities, private loans and vehicle loans which were due during the financial year were repaid as per schedule in due course.
7. TRANSFER TO RESERVES:
During the year under review, the Company has not transferred any amount to the general reserve.
The Export is the thrust area for the growth of the Company and during the year ended recorded gross export turnover of Rs. 29.34 Crores
9. SHARE CAPITAL:
As on 31st March, 2019, the Share Capital structure of the Company stood as follows:
|Particulars||No of Shares||Amount|
|Authorized Share Capital|
|Equity Shares of Rs. 10/- each||2,50,00,000||25,00,00,000|
|Issued, Subscribed and Paid up Share Capital|
|Equity Shares of Rs. 10/- each||1,12,64,700||11,26,47,000|
During the Financial year 2017-18, the Board of Directors at their meeting held on 20th March, 2018 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 existing Shareholders on rights basis subject to the Shareholders approval.
Further, at the Extra Ordinary General Meeting held on 23rd April, 2018, the Shareholders 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 existing Shareholders on a rights basis.
The Company has appointed M/s Vivro Financial Services Private Limited as the Lead Manager to the Issue and M/s Link Intime India Private Limited as the Registrar to the Rights Issue.
During the current Financial Year 2019-20, the Board of Directors at their meeting held on 23rd April, 2019 has approved the Issue of upto 51,81,762 Equity Shares of face value of Rs. 10/- each at an issue price of Rs. 27/- per Equity Share (including premium of Rs. 17/- per Equity Share)aggregating to Rs. 1,399.08 Lakh to all the existing members of the Company on a rights basis also fixed Record date of Friday, May 10, 2019 for the purpose of determining names of shareholders of the Company eligible to apply for the Equity Shares in the Rights Issue of the Company.
Further at the Board Meeting held on 29th June, 2019, the Board of Directors has approved the letter of offer containing the offer of Rights Issue and fixed the Rights Issue period from 12th July, 2019 till 26th July, 2019 and the said has been further extended to 09th August, 2019. The copy of letter of offer has been posted on the website of the Company www.ishandyes.com.
As the members are aware, the Companys Equity shares are compulsorily tradable in electronic form. As on 31st March, 2019, 77.24% of the Companys total paid-up equity capital representing 87,01,460 Equity shares are in dematerialized form.
The SEBI (Listing Obligations & Disclosure Requirements)Regulations, 2015 mandate that the transfer, except transmission and transposition, of securities shall be carried out in dematerialized form only with effect from 1st April, 2019. In view of the numerous advantages offered by the Depository system as well as to avoid frauds, members holding shares in physical mode are advised to avail of the facility of dematerialization from either of the depositories. The Company has, directly as well as through its RTA, sent intimation to shareholders who are holding shares in physical form, advising them to get the shares dematerialized.
During the year, Company has not issued any equity shares with differential rights or any sweat equity shares.
10. SEGMENT WISE PERFORMANCE:
The Company has only one reportable segment of activity i.e. "Chemicals", in accordance with the definition of "Segment" as per the IND AS. The performance of the Company is discussed separately in this Report.
11. SUBSIDIARIES, JOINT VENTURES & ASSOCIATES:
Your Company doesnt have any Subsidiaries, Joint Ventures and Associates.
12. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report and provides overview of the business and operations of the Company.
13. PUBLIC DEPOSITS:
The Company has not accepted any public deposits nor any amount of principal or interest thereof was outstanding in terms of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, for the financial year ended.
Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22nd January, 2019 amending the Companies (Acceptance of Deposits) Rules, 2014,the Company is required to file with the Registrar of Companies (ROC) requisite returns in Form DPT-3 for outstanding receipt of money/loan by the Company, which is not considered as deposits.
The Company has already been complied with this requirement within the prescribed timelines.
14. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE
FINANCIAL YEAR AND DATE OF REPORT:
In terms of Section 134(3)(l) of the Companies Act, 2013, except as disclosed elsewhere in this Report, no material changes and commitments which could affect the Companys financial position have occurred between the end of the financial year of the Company and date of this Report.
15. CORPORATE GOVERNANCE:
A report on Corporate Governance along with a certificate from the Auditors of the Company regarding the compliance with the conditions of Corporate Governance as stipulated under 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 the year. We appreciate for committed contribution made by employees of the Company at all the levels to achieve present growth of the Company.
17. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR
MANAGEMENT OF THE COMPANY:
In accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, The Board of Directors has formulated the Nomination and Remuneration Policy on the basis of recommendations made by the Nomination and Remuneration Committee. The salient aspects covered in the Nomination and Remuneration Policy has been outlined in the Corporate Governance Report which forms part of this Report. The Policy is also available on the website of the Company www.ishandyes.com.
18. BOARD DIVERSITY
The Company recognizes the importance of a diverse Board in its process. We believe that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender which will help to provide better directions and supervision to the affairs of the Company. The Board has adopted the Board diversity policy which sets out the approach to diversity of the Board of Directors. The Policy is also available on the website of the Company www.ishandyes.com
19. PARTICULARS OF EMPLOYEES:
Disclosures with respect to the remuneration of Directors and employees as required under 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 limits specified under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, during the financial year ended 31st March, 2019.
20. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the year 2018-19, on the recommendation of Nomination and Remuneration Committee, Mrs. Mirali Hemantbhai Patel (DIN-08021784) has been appointed as an Additional Director 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) of SEBILODR and Secretarial Standards on General Meeting, are provided in the Notice of 26th AGM forming part of the Annual Report. Mrs. Mirali H. Patel is not disqualified from being appointed as Directors by virtue of the provisions of Section 164 of the Companies Act, 2013.
The Board of Directors has recommended her appointment as an Executive Director, liable to retire by rotation in the upcoming Annual General Meeting of the Company.
Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of your Company, Mr. Piyushbhai N. Patel, and Executive Director of the Company is liable to retire by rotation at the ensuing AGM and being eligible offered himself for reappointment.
Appropriate resolution for his re-appointment is being placed for your approval at the ensuing AGM. The brief resume of Shri Piyushbhai N. Patel together with other related information has been detailed in the Notice of AGM which is forming part of the Annual Report.
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 as Independent Directors of the Company with effect from 23rd September, 2014 to 22nd September, 2019. Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board at its Meeting held on 12th August, 2019 has approved 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 23rd September, 2019 to 22nd September, 2024, subject to the approval of shareholders through special resolution.
Based on their skills, experience, knowledge and report of their performance evaluation, the Board was of the opinion that their association would be of immense benefit to the Company and it would be desirable to avail their services as Independent Directors.
The notice convening the 26th AGM includes the proposal for re-appointment of 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 personal grounds 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, Shri Chintan Prakash Pancholi, Chief Financial Officer and Ms. Ankita Vivekkumar Shah, Company Secretary and Compliance officer, are the Key Managerial Personnel of your Company.
Annual Evaluation of Boards Performance:
The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been 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 Section 149(7) of the Companies Act, 2013 confirming that they fulfill the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as under Regulation 16(b) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Familiarization Program for Independent Directors:
At the time of the appointment of an Independent Director, the Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities. Further, the Independent Directors are introduced with the corporate affairs, new developments and business of the Company from time to time. The Familiarization program is also 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 the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company as well as consequences of violation. The Policy has been formulated to regulate, monitor and ensure reporting of deals by the employees and to maintain the highest ethical standards of dealing in the Companys Shares. The code is also available on the website of the Company www.ishandyes.com.
The Company has adopted the amended Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information in terms of the SEBI (Prohibition of Insider Trading) Regulation, 2015 (as amended). The same has been filed with the BSE Limited 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. Audit committee. b. Nomination and Remuneration committee. c. Stakeholders relationship committee. d. Corporate Social Responsibility Committee. e. Rights Issue Committee.
A detailed note on the Board and its committees is provided under the corporate governance report section in this Annual Report.
As on 31st March, 2019, the Audit Committee comprised of Four Independent Directors, namely Shri Roopin A. Patel, Shri Mayank H. Patel, Shri Ronak Y. Desai and Shri Yatin G. Patel.
All members of the Audit Committee possess good knowledge of accounting and financial management. The Chairman and Managing Director of the Company, Chief Financial Officer, the Internal Auditors and Statutory Auditors are regularly invited to attend the Audit Committee Meetings.
The Company Secretary is the Secretary to the Committee. The Internal Auditor reports to the Chairman of the Audit Committee. The significant audit observations and corrective actions as may be required and taken by the management are presented to the Audit Committee. The Board has accepted all recommendations made by the Audit Committee from time 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 with the composition and attendance of the Directors and Members at such meetings are set out in the Corporate Governance Report which forms part of this Report. The time gap between the two meetings was in accordance with the requirements. All the information required to be 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 hereby confirm that:
(a) in the preparation of the annual accounts for the financial year ended 31st March, 2019, the applicable accounting standards have been followed and there are no material departures from the same;
(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31st March, 2019 and of the profit and loss statement of the Company for the financial year ended 31st March, 2019;
(c) proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(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 the Company 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 were in 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 in accordance 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 defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014 and Regulation 23 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 were entered in the ordinary course of business and on an arms length basis.
The Company has a process in place to periodically review and monitor Related Party Transactions. The Audit Committee has approved all related party transactions for the FY 2018-19 and estimated transactions for FY 2019-20.
There were no materially significant related party transactions that may have conflict with the interest of the Company.
27. LOANS AND INVESTMENTS:
The Company has disclosed the full particulars of the loans given, investments made or guarantees given or security provided as required under section 186 of the Companies Act, 2013, Regulation 34(3) and Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) 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 the existence 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 compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. The policy is also available on the website of the Company www.ishandyes.com.
30. CORPORATE SOCIAL RESPONSIBILITY:
Your Company has constituted the Corporate Social Responsibility (CSR) Committee as per the 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. Shri Piyush N. Patel is the Chairman of the Committee and two other members namely Shri Roopin A. Patel and Shri Mayankkumar H. Patel are the members of said Committee. The Committee has framed the Corporate Social Responsibility Policy for the Company. The philosophy for CSR activity of the Company is mainly focused in the various areas of rural infrastructure development, social upliftment, education, promotion of healthcare and sanitation, ensuring environmental sustainability and promoting rural sports.
The Company gives preference to the local area for spending the amounts earmarked for CSR activities. During the year, the Company has spent Rs. 14.00 Lakhs in the CSR Activities, the details of which is provided in the CSR Report.
The Annual Report on the CSR activities is at "Annexure [C]"to this Report.
31. AUDITORS AND AUDITORS REPORT:
The Shareholders of the Company at the 21st Annual General Meeting had appointed M/s G. S. Mathur & Co as the Statutory Auditors of the Company to hold office till the conclusion of 26th Annual General Meeting to be held in the year 2019.
The Board of Directors after considering the recommendations of the Audit Committee, at its 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 a period commencing from the conclusion of this Annual General Meeting till the conclusion of the 29th Annual General Meeting to audit the Financial Statements of the Company.
The Company has received a Certificate from M/s. G.S. Mathur& Co, Chartered Accountants to the effect that the appointment, if made, would be in accordance with limits specified under the Companies Act, 2013. As required under
SEBI Regulations, they have confirmed that they hold valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.
The resolution proposing their appointment, from the conclusion of this 26th Annual General Meeting till the conclusion of the 29th Annual General Meeting of the Company, at a remuneration to be fixed by the Audit Committee and/or Board of Directors and billed progressively, is submitted at the 26th Annual General Meeting for approval of the members.
The Board recommends the appointment of M/s. G.S. Mathur& Co, Chartered Accountants as the Statutory Auditors, for approval of the members.
The appointment of Cost Auditor for the Company is not applicable to the Company.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Mr. Kunal Sharma, Practicing Company Secretary to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as "Annexure - [D]" to this Report.
32. EXPLANATION ON AUDITORS REPORT:
The notes to the accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any separate or further comments or explanations.
The Secretarial Audit report does not contain any remarks and qualifications and are self-explanatory therefore do not call for any separate or further comments or explanations.
33. FRAUDS REPORTED BY AUDITORS:
No frauds are reported by Auditors which falls under the purview of sub section (12) of Section 143 of the Companies Act, 2013.
34. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information required under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 with respect to the information on conservation of energy, 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 and activities. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.
36. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:
Your Company is committed to provide and promote a safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees. During the year under review, there was no case filed pursuant to the sexual harassment of Women at 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 Company Secretaries 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 or Tribunals which would impact the going concern status of your Company and its future operations.
Your Directors wish to place on record their appreciation for the continued support received from stakeholders, employees at all levels, vendors, customers, bankers, consultants 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|