Ishan Dyes & chemicals Ltd Directors Report.

To,

The Members,

Ishan Dyes and Chemicals Limited

Your Directors are please to present 28th Annual Report together with the Audited Standalone Financial Statements for the financial year ended 31st March, 2021.

1. FINANCIAL RESULTS:

The Financial Statements of the Company have been prepared in accordance with the Indian 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. The Companys 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 COMPANYS AFFAIRS AND FINANCIAL PERFORMANCE:

During the year under review, the Total Revenues grew by 1.81% to INR 8398.70 Lakhs from INR 8249.08 Lakhs in the Financial Year 2019-20 and EBITDA increased by 56.53% to INR 1982.83 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 after tax 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 and economic 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 the year ended in various manner. However, your Company had committed itself to the nations fight against COVID-19 and confronted the uncertainties by focusing on three key priorities-safeguarding the health and well-being of its stakeholders, ensuring business continuity with minimum disruptions to meet consumers demand and provide safe working environment for all its employees.

Inspite of the pandemic the operations of the Company for the year under consideration remained very much satisfactory and the Company was able to achieve growth in terms of turnover and profit both. The products of the Company are widely used in various industries like Colours, paint, ink, textiles, plastics etc. and demand for the same remained very high due to increased consumption world over. The Company witness various challenges in terms of manpower shortage, raw material supply disruptions and delays in international shipping cargo moments besides very high volatility in its key raw material prices and finished goods prices. The proactive and conservative approach of the management of the Company supported to overcome such difficulties and record satisfactory performance for the year ended.

Baring unforeseen circumstances, the management of the Company estimates growth in the demand for its products and also improved financial performance for the Company during coming 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 other deals 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 following dividends:

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 1,59,68,147/-

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 1,99,60,184/-

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

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

6. FINANCE

During the Year under review, the Company was successful in enhancing its finance facilities from the Kalupur Commercial Co. Op. Bank Limited to meet its working capital requirements. All the installments of banking facilities, private loans and vehicle loans which 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 to the reserves.

8. EXPORTS

During the year under review, the exports of your Company registered 38.57% volume growth 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 as follows:

Particulars No of Shares Amount
Authorized Share Capital
Equity Shares of Rs. 10/- each 2,50,00,000 25,00,00,000
Total 2,50,00,000 25,00,00,000
Issued, Subscribed and Paid up Share Capital
Equity Shares of Rs. 10/- each 1,59,68,147 15,96,81,470
Total 1,59,68,147 15,96,81,470

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

Further during the current Financial Year, subject to the approval of the Shareholders, the Board of Directors at their meeting held on 01st July, 2021 has approved the raising of funds by way of Issue of 50,00,000 (Fifty Lakh) Convertible Equity Warrants ("Warrants") at a price of INR 61/- (Rupees Sixty One only) per Warrant aggregating to INR 30.50 Crores (Rupees Thirty Crores Fifty Lakhs only) on a preferential and 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 General Meeting held on 30th July, 2021 which was duly convened as per the requirements of the Companies Act, 2013 and SEBI Laws.

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

Further, BSE Limited advised to the Company not to be made public the results of the voting on Agenda item no. 1 of the Notice of 01/2021-22 of the Extra Ordinary General Meeting of the Company for the issue and allotment of the Warrants and the same shall be kept in a sealed cover pending till the completion of the examination of the application on the subject matter by BSE Limited. Therefore, the results along with scrutinizer report will be declared and made available to the public after the completion of the examination of the application made to BSE Limited for its in-principal approval or as per further advisory, if any issued by the BSE Limited to the Company.

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

Depository System:

As the members are aware, the Companys Equity shares are compulsorily tradable in electronic form. As on 31st March 2021, 89.19% of the Companys total paid-up equity capital representing 1,41,96,012 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 1stApril 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.

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:

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

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

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.

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

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.

A Certificate from the Statutory Auditors confirming compliance of the conditions of Corporate Governance as stipulated under the SEBI Listing Regulations is appended to the Corporate Governance Report. A Certificate of the CEO/MD and CFO of the Company in terms of 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 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 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 the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of your Company, Smt. Anilaben Piyushbhai Patel (DIN: 00450893), Non-Executive and Non-Independent Director of the Company is liable to retire by rotation at the ensuing AGM and being eligible offered herself for reappointment.

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

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

Re-appointments:

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

Further, on the basis of the recommendations from the Nomination & Remuneration Committee, the Board of Directors at their meeting held on 31st May 2021 has reappointed Mr. Piyushbhai Natvarlal Patel (DIN: 00450807) as a Managing Director of the Company for a further term of five years from 01st June, 2021 up to 31st May, 2026, subject to the approval of shareholders at the forthcoming AGM through Special Resolution.

Furthermore, on the basis of the recommendations from the Nomination & Remuneration Committee the Board of Directors at their meeting held on 23rd January 2021 has reappointed Mr. Shrinal P. Patel (DIN: 02992519) as Whole-Time Director of the Company for a further term of five years from 01st February, 2021 up to 31st January, 2026, subject to the approval of shareholders at the forthcoming AGM through Special Resolution.

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

Resignations along with facts of resignation:

During the financial year 2020-21, No Director has resigned from the Directorship 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. Shilpa Sharma, Company Secretary and Compliance officer, are the Key Managerial Personnels of your Company.

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

Annual Evaluation of Boards Performance:

In terms of the requirement of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), an annual performance evaluation of the Board, its Committees and the Directors was undertaken which included the evaluation of the Board as a whole, Board Committees and peer evaluation of the Directors. The criteria for performance evaluation covers the areas relevant to the functioning of the Board and Board Committees such as its composition, oversight and effectiveness, performance, skills and structure etc. The performance of individual directors was evaluated on the parameters such as preparation, participation, conduct, independent judgment and effectiveness. The performance evaluation of Independent Directors was done by the entire Board of Directors and in the evaluation of the Directors, the Directors being evaluated had not participated. 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.

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

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.

Pecuniary relationship

During the year under review, except those disclosed in the Audited Financial Statements, the non-executive directors of the Company had no pecuniary relationship or transactions 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 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, 2021, 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.

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

Audit Committee:

As on 31stMarch, 2021, 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, 2021, 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, 2021 and of the profit and 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 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:

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 available on 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 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 2020-21 and estimated transactions for FY 2021-22.

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

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board of Directors may be accessed on the Companys website at www.ishandyes.com. Disclosures on related party transactions are set out in Notes 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 the financial year ended 31st March 2021 are set out in Notes to the Financial Statements forming part of this Annual Report.

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 Roopin A. Patel is the Chairman of the Committee and two other members namely Shri Piyush N. Patel and Smt. Anilaben P. 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 Annual Report on the CSR activities is at "Annexure [C]to this Report.

The Company has spent Rs.16.06 Lakhs towards CSR activities by contributing to Educational 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 of the Company at the 26th Annual General Meeting held on 27th September, 2019 had appointed M/s G. S. Mathur & Co. Chartered Accountants as the Statutory Auditors of the Company to hold office for period of 3 (Three) Years commencing from the conclusion of the 26th Annual General Meeting till the conclusion of 29th Annual General Meeting to be held in the year 2022.

Further in terms of Clause 40 of Companies (Amendment) Act, 2017 which was notified vide Notification dated S.O. 1833 (E) dated 7th May 2018 and effective from the date, the Proviso of Section 139(1) relating to ratification of Appointment of Auditors at every Annual General Meeting of the Company has been omitted and the requirement of Ratification 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 the Shareholders 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 the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s Kunal Sharma & Associates, Practicing Company Secretaries to conduct the 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 the Company has appointed M/s Kunal Sharma & Associates, Practicing Company Secretaries as the Secretarial Auditor of the Company for the financial year ending 31st March, 2022. The Company has received their written consent that the appointment is in accordance with the applicable provisions of the Companies Act, 2013 and rules framed thereunder.

32. EXPLANATION ON AUDITORS REPORT:

Statutory Auditor

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.

Secretarial Auditor

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:

Information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 for the financial year ended 31st March, 2021 in relation to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is annexed herewith as "Annexure - [E]" to this Report.

35. INTERNAL FINANCIAL CONTROLS:

The Directors had laid down internal financial controls to be followed by the Company and such policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, 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 information. The Audit Committee evaluates the internal financial control system periodically

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:

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

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.

39. APPRECIATION:

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

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