Ishita Drugs & Industries Ltd Directors Report.

Dear Shareholders,

We have pleasure in presenting the Twenty- Seventh Annual

Report together with the Audited Accounts of your Company for the year ended on 31 March-2020.

WORKING RESULTS

Rs. in Lacs

For the year ended 31.03.2020 For the year ended 31.03.2019
Turnover & other incomes 1499.46 925.05
Operating gross Profit 92.56 67.94
Financial Charges (3.47) (6.06)
Depreciation (17.75) (15.59)
Profit before tax & after exceptional items 71.34 46.29
Provision for Income Tax (17.50) (11.50)
Provision for Deferred Tax 0.87 0.37
Net profit / loss (-) 54.71 35.16

DIVIDEND

With a view to consolidate the financial position of the Company, the Board has not recommended any dividend for the year under review.

BUSINESS OPERATIONS & FINANCIAL PERFORMANCE

The Board is pleased to report that the company has clocked its highest ever turnover during the year under review. The total revenues of the company increased from Rs. 925.05 lakh in the previous year to Rs. 1499.46 lakh in the year under review, an year on year increase of nearly 62%. The increase was partly on account of newer products introduced by the company.

The increase in revenues led to higher operating profits for the company. The company was able to improve its operating profits from Rs. 67.94 lakh in the previous year to Rs. 92.56 lakh during the year under review, mainly due to higher selling prices for its products. The company also recorded its highest ever net Profit. During the year under review, the net profits of the company improved to Rs. 54.71 lakh compared to profit of Rs. 35.16 lakh in the previous year.

IMPACT OF COVID-19 & FUTURE OUTLOOK

The COVID-19 pandemic has greatly affected the economic scenario in the country and around the world. The Companys products - Bulk Drugs / Medicines ~ were declared as "Essential Commodities" by the Govt. of India and consequently, the factory was permitted to operate throughout the lockdown period. Despite this, due to migration of labour, lack of raw materials, non-availability of goods transport, problems in movement of staff and labour, the operations of the Company were impacted and the factory was operational at around 35% capacity. Now that some of the lockdown restrictions have been eased, the operations have improved but complete nomalisation may take some more time. There is no end in sight to the pandemic so far. Thus, the ongoing pandemic is likely to have some impact on the business of the Company during the current year; but it is dif cult to quantify or estimate the same presently. However, it must be mentioned that the Company has no liquidity concerns, and has adequate funds to meet all its statutory and other financial obligations.

There is, though, a silver lining due to the COVID-19 pandemic, the Govt. of India has realized the importance of API industry and decided to reduce dependence on China for APIs by supporting and encouraging domestic API industry. The Govt. of India is likely to come up with various schemes to promote / encourage domestic API industry. The Board is hopeful that such policies as and when declared, would help the company in the long term.

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

The Company has adequate and effective internal controls to provide reasonable assurance on achievement of its operational, compliance and reporting objectives. The Company has reviewed and discussed with the Management the Companys major financial risk exposures and taken steps to monitor and control such exposure.

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, 2020, the Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

STATUTORY AUDITORS:

The Company, in its last annual general meeting, had appointed M/s. Jaymin Shah & Associates Chartered Accountants (FRN : 129406W) as Statutory Auditors of the company for the year ended March 31, 2020.

The Auditors Report on the financial statements for the financial year 2019-20 does not contain any qualification, reservation, or adverse remarks. The remarks made in the Auditors report are self explanatory.

For the financial year 2020-21, it is proposed to re-appoint M/s Jaymin Shah & Associates, Chartered Accountants, as Statutory Auditors of the Company, 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.

SHARE CAPITAL

The paid up capital of the Company is 2,99,03,000/-. Your Company has not issued any kind of Shares during the financial Year ending on 31st March, 2020.

EXTRACT OF THE 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.

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:

(a) Mrs. Abha Agrawal (DIN : 01589479) retires by rotation, and being eligible, has offered herself for reappointment. The Board has recommended her re-appointment.

(b) Mr. Arvind Sapkal,(DIN: 08607096) was appointed as Additional Director in the category of Independent Non-Executive Director, subject to approval of members at general meeting, for a 5 year period from November 12, 2019 to November 11, 2024. His appointment is to be approved by the members. The Board recommends his appointment.

(c) Dr. S. K. Agrawal (DIN: 00808820) resigned as an Independent Director during the year under review, due to personal reasons. The Board at its meeting held on November 12, 2019 accepted his resignation. The Board was appreciative of his contribution and guidance to the Company during his tenure.

Declaration by an Independent Director(s) and re- appointment, if any: A declaration by an Independent Directors that they meet the criteria of independence as provided in sub-section (7) of Section 149 of the Companies Act, . 2013 has been received and taken on note.

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 Officer. The Whistle Blower Policy has been appropriately communicated within the Company. Under the Whistle Blower Policy, the confidentiality 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.

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

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto shall be disclosed in Form No. AOC-2. However your 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.

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. Your 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.

SECRETARIAL AUDIT

A Secretarial Audit Report given by Ms. Meenu Maheshwari, a company secretary in practice (C.P. No. 8953) is set out as Annexure C and Certificate of Non disquali cation of Directors as Annexure D to this Report. The Secretarial Audit Report does not contain any quali cation, reservation or adverse remark or disclaimer.

RISK MANAGEMENT POLICY

A statement indicating development and implementation of a risk management policy for the Company including identification 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.

CODE OF CONDUCT

The Board has laid down a Code of Conduct for Board Members and for Senior Management and Employees of the Company ("Code"). All the Board Members and Senior Management Personnel have af rmed 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.

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 2019-20 and hence no complaint is outstanding as on 31.03.2020 for redressal.

DIRECTOR RESPONSIBILITY STATEMENT:

Your Directors confirm:

i. that in the preparation of annual accounts, the applicable accounting standards have been followed;

ii. that 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 31st March, 2020 and of the profit of the Company for the year;

iii. that the Directors had taken proper and sufficient 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. That the Directors have prepared the annual accounts on a going concern basis.

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 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

We wish to place on record our deep appreciation of the co-operation and assistance received by the Company from the staff and employees. We further wish to thank our bankers for their continued support to the Company.

For and on behalf of the Board
Sd/-
Place: Ahmedabad Jagdish Agrawal
Dated: 30 June, 2020 Managing Director