Ishita Drugs & Industries Ltd Directors Report.

Dear Shareholders,

We have pleasure in presenting the Twenty- Sixth Annual Report together with the Audited Accounts of your Company for the year ended on 31st March-2019.

WORKING RESULTS

Rs. in Lacs
For the year ended 31.03.2019 For the year ended 31.03.2018
Turnover & other incomes 925.05 701.91
Operating gross pro t 67.94 57.19
Financial Charges (6.06) (11.26)
Depreciation (15.59) (13.61)
Pro t before tax & after 46.29 32.32
exceptional items
Provision for Income Tax (11.50) (8.00)
Provision for Deferred Tax 0.37 0.46
Previous period adjustment 0.00 0.00
Net pro t / loss (-) 35.16 24.78

DIVIDEND

With a view to consolidate the nancial position of the Company, the

Board has not recommended any dividend for the year under review.

BUSINESS OPERATIONS & FINANCIAL PERFORMANCE

Despite the subdued economic environment in India during the year

under review, the total revenues of the company increased from

Rs. 701.91 lakh in the previous year to Rs. 925.05 lakh in the year under review. The increase was partly on account of higher selling prices

the company was able to get for its products.

The increase in revenues led to better operating pro ts for the

company. The company was able to improve its operating pro ts from

Rs. 57.19 lakh in the previous year to Rs. 67.94 lakh during the year under review, mainly due to higher selling prices for its products. The net pro ts of the company during the year under review also improved to

Rs. 35.16 lakh compared to pro t of Rs. 24.78 lakh in the previous year, partly due to reduced nance charges and better operating pro ts.

FUTURE OUTLOOK

The economic environment in the current year continues to be subdued. Yet, the Board is hopeful that the company would continue to improve its performance. The company is continuously making minor up gradation to its facilities and is hopeful of obtaining the certi cation required for exports to more countries during the current year. This would help improve the revenues and pro ts for the

company.

The Board is also expecting the Govt. of India (GoI) to come out with policies to encourage domestic Active Pharma Ingredients (API) production in the near future. This would certainly provide an impetus to the performance of the company.

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 nancial 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, 2019, 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 Pratik K Kikani & Associates, Chartered Accountants, Ahmedabad, as auditors for the year 2018-19. However, the auditors had resigned in March 2019 on ethical grounds, as some relative of the auditor had invested in the shares of the Company. This had resulted into a casual vacancy in the of ce of the Statutory Auditors of the Company

as envisaged in Section 139(8) of the Companies Act, 2013.

Subsequently, M/s. Jaymin Shah & Associates Chartered Accountants (FRN : 129406W) were appointed as Statutory Auditors of the company for the year ended March 31, 2019, to ll the casual vacancy, by the shareholders at the Extraordinary General Meeting

(EGM) held on 20th May, 2019.

The Auditors Report on the nancial statements for the nancial year 2018-19 does not contain any quali cation, reservation, or adverse remarks. The remarks made in the Auditors report are self

explanatory.

For the nancial year 2019-20, 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 Rs. 2,99,03,000/-. Your Company has not issued any kind of Shares during the nancial Year ending on 31st March, 2019.

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 nancial year or for a part of the nancial 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) 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 Of cer. The Whistle Blower Policy has been appropriately communicated within the Company. Under the Whistle Blower Policy, the con dentiality 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 nancial 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 speci ed 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 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 identi cation 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 nancial year 2018-19 and hence no complaint is outstanding as on 31.03.2019 for redressal.

DIRECTOR RESPONSIBILITY STATEMENT:

Your Directors con rm: 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 nancial year ended 31st March, 2019 and of the pro t of the Company for the year; iii. that the Directors had taken proper and suf cient 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 signi cant/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 D.

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
th
Dated: 29 May, 2019 Managing Director