Ishita Drugs Director Discussions


Dear Shareholders,

We have pleasure in presenting the Thirtieth (30 )Annual Report together with the Audited FiFinancial Statement for the

year ended 31 March, 2023.

FIFINANCIAL RESULTS

The Financial performance of the Company for the Financial

year ended 31 March, 2023 is summarized below:

in Lacs

For the year ended For the year ended
31.03.2023 31.03.2022
Turnover & other incomes 1227.29 1419.67
Operating gross prot 96.23 119.73
FiFinancial Charges (5.36) (2.46)
Depreciation (12.93) (12.98)
Prot before tax & after 77.94 104.30
exceptional items
Provision for Income Tax (21.00) (25.00)
Provision for Deferred Tax 0.80 1.20
Net prot / loss (-) 57.74 80.50

REVIEW OF BUSINESS OPERATIONS & FIFINANCIAL PERFORMANCE

There was a general downtrend in the industry, domestically as well as internationally, during the year under review, in the post COVID environment. This led to subdued demand and downward price trend for the products of the Company. On account of the above factors, there was a decline of 13.55% in the Revenuesof the Company from 1419.67 lakh in the previous year to 1227.29 lakhs during the year under review.

Due to decrease in revenues and reduction in prices of our finished products, the operating prots of the Company decreased to 96.23 lakh compared to 119.73 lakh during the previous year, a decline of about 19.63%. The lower operating prots and higher Financial charges led to lower net prots of 57.74 lakh compared to 80.50 lakh in the previous year, a decline of nearly 28.27%.

The Board is pleased to mention that the Company has received an Environmental Clearance from the State Level Environment Impact Assessment Authority (SEIAA), Gujarat, for manufacturing additional products under the category Synthetic Organic Chemicals (API and its intermediates) during the year under review. Subject to further requisite approvals from the Gujarat Pollution Control Board, the Company can now take further steps to increase the product portfolio of the Company, which will help improve capacity utilization and add to the top line.

The company is deeply concerned with the global impacts of climate change and is in tune with Indias commitment to increasing the share of non-fossil energy. With a view to reduce our carbon footprint and to move towards green and clean energy, the Company has installed and commissioned a 29.43 KW Roof Top Solar Power Plant at its manufacturing facility situated at Sanand, Dist. Ahmedabad, Gujarat, during the year.

FUTURE OUTLOOK

The economic environment around the world continues to be subdued in the post COVID era. While Indian economy is performing relatively better, there are issues of ination and lower demand during the current year. However, the company hopes to keep its operations at a stable level despite the challenges.

In the current year, the company would apply for further approvals from Gujarat Pollution Control Board, subsequent to the grant of EC. On obtaining the local Consents, the Company would be in a position to add new products to its portfolio and / or manufacture additional quantities of existing products. This would help the Company to achieve better growth in its revenues in the long term.

The Company has adequate built up reserves and liquidity for its operational and growth needs.

SHARE CAPITAL

The Authorised Share Capital of the Company as on 31 March, 2022 was 3,50,00,000/- (Rupees Three Crores Fifty Lakhs Only) divided in to 35,00,000 (Thirty-Five Lakhs) Equity Share of 10/- (Rupees Ten only) each.

During the year under review, Board of Directors of the

Company at its Meeting held on 30 May, 2022, proposed to increase the Authorised Share Capital to 6,00,00,000/- (Rupees Six Crore Only) divided into 60,00,000 (Sixty lakhs) Equity Shares of 10/- (Rupees Ten) each, and the proposal

was approved by the shareholders at the 29 Annual General

Meeting held on 30 September, 2022.

As on 31 March, 2023 the Authorised Share Capital of the Company is 6,00,00,000/- (Rupees Six Crore Only) divided into 60,00,000 (Sixty lakhs) Equity Shares of 10/- (Rupees Ten) each.

There is no change in the Paid-up Share Capital of the

Company. The Paid-up Capital of the Company as on 31 March, 2023 remains the same at 2,99,03,000/- (Rupees Two Crores Ninety-Nine Lakhs Three Thousand Only) divided in to 29,90,300 (Twenty-Nine lakh Ninety Thousand Three Hundred) Equity share of 10/- (Rupees Ten Only) each.

DIVIDEND

Keeping in view the future strategic initiatives of the Company, the Board has not recommended any dividend for the year ended 31 March, 2023.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FIFINANCIAL CONTROLS WITH REFERENCE TO THE FIFINANCIAL STATEMENTS

The Company has adequate and effective internal controls to provide reasonable assurance on achievement of its operational, compliance and reporting objectives. The Internal FiFinancial Controls of the Company encompasses the policies, standard operating procedure manuals, and risk & control measures adopted by the Company for ensuring the orderly and efcient conduct of its business and support functions, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting record.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANIES

Your Company does not have any Subsidiary or Joint Venture or Associate Company.

DEPOSITS

During the year ended March 31, 2023, the Company has not accepted any public deposits and as such, no amounts on account of principal or interest on public deposits were outstanding as on the date of the Balance Sheet.

EXTRACT OFTHE ANNUAL RETURN

The extract of the annual return in Form No.MGT 9 shall form part of the Boards report and is set out as Annexure A to this Report.

DISCLOSURES RELATING TO MANAGERIAL REMUNERATION

The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors / employees of your Company is set out in Annexure B to this report. Company does not have any employee, who was in receipt of remuneration in excess of limits specified in the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 and other applicable provisions, if any of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, including any amendments if any thereof, Company appoints M/s Jaymin Shah & Associates, Chartered Accountants (FRN: 129406W) as Statutory Auditors of the Company, for the period of one year i.e., from the conclusion of this (30 )

AGM till the conclusion of next (31 ) AGM of the Company.

The Auditors Report on the Financial statements for the Financial year 2022-23 does not contain any qualication, reservation, or adverse remarks. The remarks made in the Auditors report are self-explanatory.

SECRETARIAL AUDIT

Pursuant to the provision of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s Meenu Maheshwari & Associates, Company Secretaries in Practice, to undertake the Secretarial Audit of the Company.

Secretarial Audit Report given by Ms. Meenu Maheshwari, Practicing Company Secretary [COP No. 8953] is set out as Annexure C and Certificate of Non disqualification of Directors as Annexure D to this Report. The Secretarial Audit Report does not contain any qualication, reservation or adverse remark or disclaimer.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THEYEAR

During the year under review, 4 (Four) meetings of the Board of Directors were held. Details on Composition of the Board and its Committees, including the dates and terms of reference is provided in the Corporate Governance Report which forms part of this Annual Report.

MATERIAL CHANGES AND COMMITMENTS

There are no such material changes and commitments, affecting the Financial position of the Company which has occurred between the end of the Financial year ended March 31, 2023 and the date of report.

PARTICULARS OF EMPLOYEE

There are no employees employed by the Company throughout the Financial year or for a part of the Financial year who were drawing remuneration above the limits provided in section 197 (12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and therefore there are no details required to be given in the report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL: (a) Mrs. Abha Agrawal (DIN: 01589479) retires by rotation, and being eligible, has offered herself for reappointment. The Board has recommended her reappointment.

(b) Declaration by an Independent Director(s): All Independent Directors have submitted requisite declarations conr ming that they: i. Continue to meet the criteria of independence as prescribed under section 149(6) and 149(7) of the Companies Act, 2013 and regulation 16(1)(b) of the SEBI Listing regulations; and there has been no change in the circumstances affecting their status as an independent director of the Company. ii. Are compliant of the code of conduct laid down under Schedule IV of the Act.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. The details of the investments made by company are given in the notes to the Financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the contracts/agreements/transactions entered into with Related Parties as per the Act and Regulation 23 of the SEBI Listing Regulations during the year were in the ordinary course of business and on arms length basis and do not attract the provision of Section 188 of the Companies Act, 2013.The required statements and disclosures with respect to the related party transactions are placed before the Audit Committee for the prior approval.The particulars of such contracts and arrangements with related parties are given in notes to the FiFinancial Statements, forming part of this Annual Report.

However, Company has not entered in any transaction attracting provision of Section 188 of Companies Act, 2013. Hence AOC-2 is not required to be attached.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134(5) of the Act, conr med that: i. In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to the material departure, ii. 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 the Company at the end of the Financial year ended 31 March, 2023 and of the prot of the Company for the FIFinancial year ended 31 March, 2023; iii. The Directors had taken proper and sufcient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013, for safeguarding the assets of the Company for preventing and detecting fraud and other irregularities; iv. The Directors have prepared the annual accounts on a going concern basis. v. They have laid down internal Financial controls, which are adequate and are operating effectively; vi. The Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

RISK MANAGEMENT POLICY

A statement indicating development and implementation of a risk management policy for the Company including identication therein of elements of risk, if any, this in the opinion of the Board may threaten the existence of the company.

The Board of Directors has duly developed and implemented a risk management policy for the company. The Policy mandates the ways in which respective risks are expected to be mitigated and monitored.

CODE OF CONDUCT

The Board has laid down a Code of Conduct for Board Members and for Senior Management and Employees of the Company (GCodeB). All the Board Members and Senior Management Personnel have afr med compliance with these Codes. A declaration signed by the Managing Director to this effect is enclosed at the end of this Report.

The Board has also laid down a Code of Conduct for Independent Directors pursuant to section 149(8) and Schedule IV to the Companies Act, 2013 via terms and conditions for appointment of Independent Directors, which is a guide to professional conduct for Independent Directors and is uploaded on the website of the Company.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company promotes ethical behavior in all its business activities and has put in implementation of a mechanism wherein the Employees are free to report illegal or unethical behavior, actual or suspected fraud or violation of the Companys Codes of Conduct or Corporate Governance Policies or any improper activity to the Chairman of the Audit Committee of the Company or Chairman of the Company or the Compliance Ofcer .

The Whistle Blower Policy has been appropriately communicated within the Company. Under the Whistle Blower Policy, the condentiality of those reporting violation(s) is protected and they are not subject to any discriminatory practices. No personnel have been denied access to the Audit Committee.

DISCLOSURE UNDER THE SEXUAL HARRASMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has been employing about one woman employee. The Company has in place an Anti harassment Policy in line with the requirements of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee is set up to redress complaints received regularly, is monitored and directly report to the Chairman & Managing Director. There was no complaint received from employee during the Financial year 2022-23 and hence no complaint is outstanding as on 31.03.2023 for redressal.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going Concern status of your Company and its operations in future.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The statement containing the necessary information required under Section 134(3)(m) of the Companies Act, 2013, read With Rule 8(3) of the Companies (Accounts) Rules, 2014 [Chapter IX] is annexed herewith as

Annexure E.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis, for the year under review, as stipulated in SEBI (LODR), 2015, is presented in a separate section forming part of this Annual Report.

CORPORATE GOVERNANCE

Provisions of Regulation 27 of the SEBI (Listing Obligation & Disclosure Requirements) Regulations 2015, relating to Corporate Governance are not applicable to the Company. However, with a view to increase investors trust and transparency in its operations, the Board has decided to voluntarily adopt and follow some of the provisions of the aforesaid regulations. A separate Report on Corporate Governance forms part of this Annual Report.

ACKNOWLEDGMENT

The Directors place on record deep appreciation and gratitude for the co-operation and assistance received by the Company from the staff and employees. The Board further thanks bankers, business associates, regulatory and government authorities for their continued support to the Company.

For and on behalf of the Board

Sd/-
Place: Ahmedabad Jagdish Agrawal
Dated: 30 May, 2023 Managing Director