Ishita Drugs & Industries Ltd Directors Report.

Dear Shareholders,

We have pleasure in presenting the Twenty- Ninth Annual Report together with the Audited Financial Statement for the year ended on 31 stMarch, 2022.

FINANCIAL RESULTS

The financial performance of the Company for the financial year ended 31st March, 2022 is summarized below:

For the year ended 31.03.2022 For the year ended 31.03.2021
Turnover & other incomes 1419.67 1426.26
Operating gross profit 119.73 123.15
Financial Charges (2.46) (3.16)
Depreciation (12.98) (14.61)
Profit before tax & after exceptional items 104.30 105.37
Provision for Income Tax (25.00) (23.00)
Provision for Deferred Tax 1.20 0.59
Net profit / loss (-) 80.50 82.96

REVIEW OF BUSINESS OPERATIONS & FINANCIAL PERFORMANCE

The Board is pleased to mention that despite the 2nd wave of COVID-19 during the year, the Company has achieved total revenue of 1419.67 lakhs, a marginal decrease of 0.46% over the previous year total revenue of 1426.26 lakhs. During the year under review, the Company earned a net profit of 80.50 lakhs against 82.96 Lakhs in the previous year, a decrease of nearly 2.97%, largely on account of higher provisioning for Income Tax.

The Board would also like to mention that the Company is totally debt free as on March 31, 2022. The Company has adequate built up reserves and liquidity for its operational and growth needs.

FUTURE OUTLOOK

During the year under review, your Company has obtained GMP certification in October 2021, which will allow us to increase exports to unregulated and semi-regulated countries.

The COVID-19 pandemic has greatly affected the economic scenario in the country and around the world. In the aftermath of the pandemic, there are worldwide issues of inflation, lower demand and recessionary trends in the economy. The API industry is further facing issues of volatility and fluctuation in prices of raw material and lower demand. This is likely to affect the performance of the company to some extent.

During the COVID-19 pandemic period, the Govt. of India had given some relaxations to the API industry and your Company had applied for obtaining Environmental Clearances (EC) at that time. The Company is hopeful of being granted the same during the current year. On obtaining the EC and other local Consents, the Company would be in a position to add new products to its portfolio and / or manufacture additional quantities of products. This would help the Company to achieve better growth in its revenues in the long term.

SHARE CAPITAL

There was no change in share capital of the Company during the year under review. The Authorised Capital of the Company as on 31st March, 2022 is 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 current year, Board of Directors of the Company at its Meeting held on 30th 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. The Board recommends the same for approval.

The Paid up Capital of the Company is 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 31st March, 2022.

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 31,2022, 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 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.

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 (29th) AGM till the conclusion of next (30th) AGM of the Company.

The Auditors Report on the financial statements for the financial year 2021-22 does not contain any qualification, 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 qualification, 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 31,2022 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): A declaration by an Independent Directors that they meet the criteria of independence as provided in subsection (6) and (7) of Section 149 of the Companies Act, 2013 has been received and there has been no change in the circumstances affecting their status as Independent Directors of the Company.

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 subsection (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 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, with respect to Directors responsibility Statement, it is hereby confirmed 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 31st March, 2022 and of the profit of the Company for the financial year ended 31st March, 2022;

iii. 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. 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 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. 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 ("Code"). All the Board Members and Senior Management Personnel have affirmed 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 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.

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 2021-22 and hence no complaint is outstanding as on 31.03.2022 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 ANDOUTGO

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: 30th May, 2022 Managing Director