Ushanti Colour Director Discussions


To the Members,

Your Directors are pleased to present the 30th Annual Report of the Company along with Audited Standalone and Consolidated Financial Statements for the financial year ended 31st March, 2023.

Financial Results

The Companys financial performance, for the year ended 31st March, 2023 is summarized below:

(Amount In lakhs)

Financial Highlights

Standalone

Consolidated

Financial Year Financial Year Financial Year Financial Year
2022-23 2021-22 2022-23 2021-22
Revenue from Operations 4267.83 4775.25 4399.35 4773.04
Other Income 384.58 57.02 321.92 39.73
Total Income 4652.41 4832.27 4721.27 4812.76
Total Expenses 4479.3 4632.79 4629.43 4645.50
Profit before Exceptional and Extra Ordinary items and 173.11 199.47 91.84 167.27
Taxation
Less: Exceptional items 0 0 0 0
Profit before Extra -Ordinary items and Taxation 173.11 199.47 91.84 167.27
Less: Extra -Ordinary items 0 0 0 0
Profit before Taxation 173.11 199.47 91.84 167.27
Less: Current Tax 0 52.15 0 52.15
Add: Deferred Tax (6.59) (0.97) (6.17) (1.02)
Less: Other Tax Exp./Adj. for Earlier year 0 0.74 0.03 0.74
Profit After Tax 179.70 147.55 97.98 115.39
Less: Share in Profit/(Loss) of Minority Interest 0 0 (0.15) (1.00)
Profit for the year 179.70 147.55 98.13 116.39

Performance / Highlights of the Company

During the year under review, Company earned from its Operation of Rs.4267.83 lakh as against Rs. 4775.25 lakh which recorded reduction of 10.63%.

Other Income during FY 2022-23 was Rs. 384.58 lakhs as against Rs.57.02 lakhs which recorded reduction of 574.47%.

The Company recorded Profit before Tax of Rs.173.11 lakhs as against Rs. 199.47 lakhs which recorded a reduction of 13.22%.

Business Outlook

The global economy is projected to grow a weak 2.8% in 2023, marked by sustained Russia-Ukraine conflict and higher interest rates. Global inflation is projected to be 7% in 2023. Inflations return to target is unlikely before 2025 in most cases. On the positive side, the reopening of Chinas economy after the waning of the pandemic, the decline in the European energy crisis and robust US consumption outlook (despite high inflation) remain positives. Interestingly, even as the global economy is projected to grow less than 3% for five years, India and China are likely to account for half the global growth in 2023.

India is the 6th largest producer of chemicals in the world and 3rd in Asia, contributing 7% to Indias GDP. Domestic demand is expected to rise from US$ 170 billion-US$ 180 billion in 2021 to US$ 850 billion-US$ 1,000 billion by 2040.

During the past few quarters, challenges such as high energy costs, rising freight costs, limited container availability, and surging prices of basic raw materials, impacting their quarterly earnings faced. However, the situation is improving as energy costs are coming down, providing some relief.

The Indian speciality chemicals market to continue growing at 12% annually, reaching $120 billion by 2025 from $70 billion in 2020.

Change in the Nature of Business

There was no Change in the nature of the business of the Company done during the year.

Annual Return

The Annual Return for Financial year 2022-23 as per provisions of the Act and Rules thereto, is available on the Companys website at www.ushanti.com.

Board Meetings conducted during the year under review

During the Financial year 2022-23, 13 (Thirteen) Board Meetings were convened and held. The intervening gap between the Meetings was within the period as prescribed under the Companies Act, 2013.

Meetings were conducted on 26th May, 2022, 29th June, 2022, 04th July, 2022, 12th July, 2022, 18th July, 2022, 22nd August, 2022, 29th August, 2022, 02nd September, 2022, 22nd September, 2022, 14th November, 2022, 23rd November, 2022, 05th January, 2023 and 01st March,2023.

The detail of attendance at the aforesaid meeting is as follows:

Name of Directors Designation No. of Meetings
Held during their respective tenures

Attended

Mr. Maunal Shantilal Gandhi Joint Managing Director 13 11
Mr. Minku Shantilal Gandhi Joint Managing Director 13 12
Mrs. Hanisha Jinish Patel Independent Director 13 12
Mrs. Purvi Tapan Trivedi Independent Director 13 11
Mr. Arjun Maunal Gandhi Non-Executive Non-Independent Director 13 11
Mr. Tejas Pravinkumar Shah Independent Director 6 4

Annual General Meeting and Extra Ordinary General Meeting

The 29th Annual General Meeting (AGM) of the Company was held on Friday, 30th day of September, 2022 at 02.00 p.m.

During the Financial year 2022-23, Company has convened and held general meeting by means of postal ballot from March 08, 2023 to April 06, 2023 for Migration of Equity Shares of the Company from NSE Emerge to the main Board of the National Stock Exchange of India Limited and to list/trade the Equity Shares of the Company on the main board of BSE Limited.

Directors Responsibility Statement

Pursuant to section 134(5) of the Companies Act, 2013, Your Directors state that:

a) In the preparation of the annual accounts for the year ended 31st March, 2023, the applicable accounting standards had 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 the Company as at 31st March, 2023 and of the profit of the Company for the year ended on that date,

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities,

d) The Directors have prepared the annual accounts on a going concern basis, e) The directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively and

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Comment on Auditors Report

The Auditors Report is annexed with the Annual Report of the Company. The observation made by Auditors in their Report, your Directors wish to state that the report is self - explanatory and do not require any further clarification from the Board.

Particulars of Loans, Guarantees or Investments made under Section 186 of the Companies Act, 2013

The details of loans, guarantees, securities and investments covered under the provisions of Section 186 of the Companies Act, 2013 are provided in the financial statement.

Particulars of Contracts or Arrangements made with Related Parties

The Company presents all related party transactions before the Audit Committee and Board specifying the nature, value, and terms and conditions of the transaction. Transactions with related parties are conducted in a transparent manner with the interest of the Company and Stakeholders as utmost priority.

Particulars of Contracts entered into with Related Parties referred to in Section 188(1) of the Companies Act, 2013, in prescribed Form AOC-2 is attached as an ‘Annexure I to this Report.

The State of Companys Affairs

During the year Company served its reputed clients best of its services and ensure that in future also will do the same. Company is thankful towards all the stakeholders for being associate with it in a tough time because without them growth of the Company is not easily possible.

Status of the Altered IPO Object: As per altered object of the Company, SPV of the Company, M/s. UC Colours and Intermediates Private Limited has commenced its commercial production/operation from August 02, 2023 at Plot No. C-18 situated at GIDC, Saykha Industrial Estate, Bharuch-392140, Gujarat, India.

Proceeds from the IPO has been fully utilized as per the details given below:

Sr. No.

Object as stated In the Prospectus Modified Object

Amount proposed to be utilized

Actual amount utilized for the Object stated in the Prospectus

Unutilized Amount

Amount of Deviation/Variati on for the quarter according to applicable object

1.

To finance setting up of Dyestuff Pigment and Intermediates manufacturing facility at GIDC Saykha Industrial Estate, Bharuch; To finance setting up of Dyestuff, Pigment, Chemical and Intermediates manufacturing facility in Gujarat either by UCL or by Special Purpose Vehicle ("SPV")

Rs. 3,00,00,000

Rs. 3,00,00,000

-

-

2.

Repayment/pre- payment of certain secured borrowings availed by our Company -

Rs. 5,80,00,000

Rs. 6,53,00,000

-

-

3.

General purposes

corporate

-

Rs. 2,25,60,000

Rs. 1,52,60,000

-

-

4.

Issue Expenses

Related

-

Rs. 50,00,000

Rs. 50,51,670

-

-

Status of the Warrant Utilization money:

The Company had issued 30,000,000 convertible equity warrants at the price of Rs.57.25 and received 25% upfront payment

("warrant subscription"), Rs. 4,29,37,500 during the financial year 2021-22.

During the financial year 2022-2023, On payment of the balance consideration Rs. 12,88,12,500, being 75% of the issue price per warrant from the allottees pursuant to exercise of conversion option against each such warrant, the company has allotted 19,25,000 equity shares of Rs. 10 each on November 23, 2022 and 10,75,000 equity shares of Rs. 10 each on January 05, 2023 against the conversion of said warrants exercised by the warrant holders.

There is no deviation or variation in the use of proceeds from the preferential issue of warrants, from the objects as stated in the explanatory statement to the notice of EGM dated March 05, 2022 and entire funds have been utilized in the same manner.

The details of utilisation of funds are given hereunder:

Original Object as stated In the explanatory statement to the notice for the General Meeting

Modif ied Objec t, if any

Original Allocation

Modif ied alloca tion, if any

Funds Utilized

Amount of Deviation/Vari ation for the quarter/half year according to applicable object

Remar ks if any

To augment the funds for the expansion and diversification of the business of the Company.

-

-

Rs. 62,77,716/-

-

-

To meet the long term working capital requirements of the Company

-

For anyone or combination of one or more objects

-

-- Rs.14,36,03,303/

-

-

To repay the debt of the Company.

-

-

-

-

-

For meeting any nature of capital expenditure to be incurred for expansion and diversification including to manufacture any new product.

-

-

Rs. 6,93,975/-

-

-

Investment in Subsidiary Company (ies).

-

-

-

-

-

For general corporate purpose - - Rs.2,11,75,006/- - -

Pursuant to Regulation 14 of Listing Regulation, the Annual Listing fees for the year 2022-23 has been paid within due date. The bill for annual custodian fees to NSDL & CDSL has been paid by the Company for the Securities of the Company held in dematerialized mode with them for the year 2022-2023.

Share Capital

The paid up share capital of the company at the beginning of the financial year was Rs. 7,30,17,000 consisting of 73,01,700 equity shares of Rs. 10 each.

During the financial year, the company has allotted 19,25,000 equity shares of RS. 10 on November 23, 2023 and 10,75,000 equity shares of Rs. 10 each on January 05, 2023 towards conversion of warrants issued on preferential basis.

As a result of the above allotment the paid up capital of the company as at the end of the financial year increased to Rs. 10,30,17,000 consisting of 1,03,01,700 equity shares of Rs. 10 each.

Internal Financial Control and their adequacy

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is a part of this report.

Corporate Governance

The Equity Shares of the Company are listed on the SME platform (NSE-emerge) of NSE Limited. Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to Corporate Governance is not applicable to the Company listed on the SME platform (NSE-emerge) of NSE. Hence the Company is not required to disclose information as covered under Para (C), (D) and (E) of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Reserve

The Company has a Closing Balance of Rs. 37,44,91,044/- (Rupees Thirty Seven Crore Forty Four Lakh Ninety One Thousand Forty Four(Twenty Crore Seventeen Thousand Five Hundred Sixty Only) as Reserve and Surplus as on 31/03/2023.

The Closing Balance of Reserves and Surplus is bifurcated as follows:

Sr. No. Particulars Amount In lakhs
1. Balance at the beginning of the year 2147.729
2. Current Years Profit 179.680
3. Amount of Securities Premium during period/year 1417.5
4. Interim Dividend Paid -
5. Addition/(deduction) of Capital Reserve -
Total 3744.910

Dividend

Considering the capital requirement for ongoing business expansion during the year 2022-23, the Board of Directors has not recommended any dividend on the Equity shares.

Material changes and commitment if any affecting the financial position of the Company occurred between the ends of the financial year to which this financial statements relate and the date of the Report:

No material changes and commitments, affecting the financial position of the Company have been occurred between the end of the financial year to which this financial statement relate and the date of the report.

Transfer to Investor Education and Protection Fund

Pursuant to Section 125(2) of the Companies Act, 2013, it is required to transfer the amount of dividend remaining unpaid or unclaimed for a period of seven years to the Investor Education and Protection Fund ("IEPF"). During the year under review, there was no unpaid or unclaimed dividend amount having in the "Unpaid Dividend Account" for a period of 7 years from the date of transfer of such unpaid dividend to the said account. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund.

Conservation of energy, Technology absorption, Foreign exchange earnings and outgo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act pursuant to Section 134(3)(m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is given as an ‘Annexure II to this Report.

Statement concerning development and implementation of Risk Management Policy of the Company

The Company has in place, a mechanism to identify, access, monitor and mitigate various risks towards the key business objectives of the Company. Major risk identified by the business and functions are systematically addressed through mitigating actions on a continuing basis.

Details of Policy Developed and Implemented by the Company on its Corporate Social Responsibility Initiatives

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable on your Company for the financial year ended 31st March, 2023 as per Section 135(1) of the Companies Act, 2013 and rules made there-under.

Directors and Key Managerial Personnel

Director retiring by rotation

In accordance with the provision of Section 152 of the Companies Act, 2013, at this Annual General Meeting (AGM) Mr. Minku Shantilal Gandhi (DIN: 00118617), retires by rotation and being eligible, offers himself for re-appointment. The notice convening the AGM includes the proposal for his re-appointment as director.

Appointment of independent director

At the meeting of the Board of Directors of the Company held on August 28, 2022, Mr. Tejas Pravinkumar Shah (DIN: 09715481) was appointed as an Additional / Independent Director of the Company. He holds the office of directorship till the conclusion of the ensuing Annual General Meeting. Being eligible, He has offered himself for appointment as a Director / Independent Director of the Company for a period of consecutive 5 years with effect from February August 29, 2022. Necessary approval of the shareholders for his appointment as an Independent Director is being sought at the ensuing Annual General Meeting of the Company. In this view, Shareholder approved the appointment of Mr. Tejas Pravinkumar Shah (DIN: 09715481) as an independent director in the 29th AGM held on September 30, 2022.

Re-appointment of managing directors

Mr. Maunal Shantilal Gandhi (DIN: 00118559) and Mr. Minku Shantilal Gandhi (DIN: 00118617) were appointed as Joint Managing Director of the company vide approval of shareholders granted at their held on 29th Annual General Meeting held on September 30, 2022 for the further period of 5 (Five) years w.e.f February 16, 2023.

Re-appointment of Independent Directors

At the Meeting of the Board of Directors of the Company held on August 29, 2022, based on the recommendation of the Nomination & Remuneration Committee, reappointed Mrs. Hanisha Jinish Patel (DIN: 07190911) and Mrs. Purvi Tapan Trivedi (DIN: 08064080) as an Independent Directors of the Company for the further period of 5 (Five) years w.e.f January 31, 2023 to January 30, 2028 subject to the approval of the Members. In 29th AGM held on September 30, 2022 shareholders approved the reappointments of Mrs. Hanisha Jinish Patel (DIN: 07190911) and Mrs. Purvi Tapan Trivedi (DIN: 08064080) as an ndependent Directors of the Company.

Key Managerial Personnel

Mrs. Heli Akash Garala, Company Secretary of the Company has given her resignation from the post of Company Secretary and Compliance Officer of the company w.e.f. close of business hours of 21st September, 2022 and Ms. Anjali Mukesh Samani has been appointed as the Company Secretary and Compliance Officer of the company w.e.f. 22nd September, 2022.

The Board Comprise of the followings as on 31st March, 2023:

Sr. No.

Name of Director

Designation

DIN

1.

Minku Shantilal Gandhi

Joint Managing Director

00118617

2.

Maunal Shantilal Gandhi

Joint Managing Director

00118559

3.

Purvi Tapan Trivedi

Independent Director

08064080

4.

Hanisha Jinish Patel

Independent Director

07190911

5.

Arjun Maunal Gandhi

Non-Executive Non-Independent Director

09254434

6.

Tejas Pravinkumar Shah

Independent Director

09715481
7.

Pradip Bhadriklal Parikh

Chief Financial Officer

-

8.

Anjali Mukesh Samani

Company Secretary

-

After the closure of the Financial year 2022-23, Mr. Arjun Maunal Gandhi (DIN: 09254434), Non-Executive Non-Independent Director of the Company has given his resignation vide his resignation letter dated August 29, 2023 from the said post, due to his personal commitment, w.e.f. closure of business hours of August 31, 2023 and Mr. Shantilal Bhailal Gandhi (DIN: 00118509) is appointed as Chairman & Additional Non-Executive Non-Independent Director of the company on August 29, 2023. The notice convening the AGM includes the proposal for regularisation of his appointment as Chairman & Non-Executive Non-Independent Director.

Declaration by Independent Directors

The following directors have been appointed as independent directors in terms of Section 149(6) of the Act;

1. Mrs. Purvi Tapan Trivedi 2. Mrs. Hanisha Jinish Patel 3. Mr. Tejas Pravinkumar Shah

The Company has received requisite declarations/ confirmations from all the above Directors confirming their independence.

Further, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, all the Independent Directors of the Company have completed their registration in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS

The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying them in their appointment letter along with necessary documents, reports and internal policies to enable them to familiarise with the Companys procedures and practices. The Company endeavours, through presentations at regular intervals to familiarize the Independent Directors with the strategy, operations and functioning of the Company. The details of such familiarization programmes for Independent Directors are posted on the website of the Company and can be accessed at www.ushanti.com.

Annual Evaluation by the Board

Pursuant to the provision of Companies Act, 2013, Rules made thereunder and as per policy of the Company, Separate meeting of directors was held to evaluate the performance of the directors, performance of the board as a whole and performance of the members of the Committee and Committee, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

Evaluation of the performance of the board, its committees and individual directors has been carried out after taking into consideration various criteria as recommended by the Nomination and Remuneration Committee of the Company and reviewed by the Nomination and Remuneration Committee too.

All Directors of the company were satisfied with the evaluation process and its outcome.

Subsidiaries, Joint Ventures and Associate Companies

The Company has 01 subsidiary as on 31st March, 2023. There are no associate or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act").

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Companys subsidiaries in Form No. AOC-1 is given as an ‘Annexure III to this Report.

Financial accounts of subsidiary company for the Financial Year 2022-23 are available for inspection by any Member at the Registered Office of your Company, during normal business hours on all working days, up to the date of the Annual General Meeting of the Company, a copy of which can also be sought by any Member on making a written request to the Secretarial Department of your Company in this regard.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statement in respect of subsidiary, is available on the website of the Company, www.ushanti.com.

Performance / Highlights of the Subsidiary Company

Directors of the Company glad to inform you that company has commenced its operation from August 02, 2023.

Deposits

Your Company has neither accepted nor renewed any deposits during the year within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

Pursuant to the provisions of Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014 Company has accepted Rs. 1045.4 lakhs during the FY 22-23 from the Directors of the Company.

Auditor and Auditors Report

Statutory Auditors

M/s. DJNV & Co., Chartered Accountants, (FRN: 130797W), were appointed as Statutory Auditors of the Company at the 26th AGM held on 28th September, 2019 till the conclusion of the 31st AGM, subject to ratification of their appointment by the shareholders of the Company at every AGM held thereafter. As on 04th December, 2019, Statutory Auditor Firm M/s. ANA & Associates, Chartered Accountants, Ahmedabad (FRN: 130797W) has been merged with the firm M/s. DJNV & Co., Chartered Accountants, (FRN: 115145W). Audit Committee and Board of Directors of the company, in their meeting held on 13th January, 2020 took note of the same and recommended the said matter to the Shareholders of the Company. As on 20th August, 2020 members of the Company took a note of name change of Statutory Auditor Firm due to its merger with M/s. DJNV & Co., Chartered Accountants, (FRN: 115145W) and approved them as a Statutory Auditor of the Company on the same terms and conditions including remuneration and tenure on which M/s. ANA & Associates was appointed by the shareholders and board of directors of the Company.

However, vide notification dated May 7, 2018, issued by the Ministry of Corporate Affairs, New Delhi, the requirement of seeking ratification of appointment of Statutory Auditors by members at each Annual General Meeting has been done away with. Accordingly, no such item has been considered in notice of the 30th AGM.

Cost Auditors

Provision of Cost Audit is not applicable on your Company. Accordingly, your Company is not required to conduct the cost audit for the financial year ended 31st March, 2023.

Secretarial Auditors

The Board appointed Mr. Hardik Hudda (ACS No. 39621, COP No. 14697), Proprietor of M/s. Hardik Hudda and Associates, Practicing Company Secretaries, Ahmedabad to conduct Secretarial Audit of the Company for the financial year 2022-23. The Report pertains to Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as an ‘Annexure IV to this Report.

The Auditors Report is annexed with the Annual Report of the Company. The observation made by Auditors in their Report, your Directors wish to state that the report is self - explanatory and do not require any further clarification from the Board.

Internal Auditors

During the year under the preview, as per section 138 of the Companies Act, 2013 & Rules framed thereunder and based on recommendation of the Audit Committee of your Company, the Board of Directors of your Company has appointed Mrs. Mital Dipeshbhai Shah as Internal Auditor of the Company for the financial year 2022-23.

Committees of the Board

As Company is listed on EMERGE Platform of National Stock Exchange of India Limited, Hence Company required to constitute various committees as per applicable provisions of Companies Act, 2013.

Presently, the board has Three (3) committees i.e. Audit Committee, Nomination and Remuneration Committees, Stakeholders Relationship Committee, constitution of which are given below.

A) Composition of Audit Committee:

The Board of Directors constituted an Audit Committee in compliance with the provision of Section 177 of the Companies Act, 2013.

During the year under review, Audit Committee met 6 (Six) times viz May 26, 2022, July 04 2022, July 12, 2021, September 02, 2022, November 14, 2022, and March 01, 2023. The Committee re-constituted as on August 29, 2022 on appointment of Mr. Tejas Pravinkumar Shah, Independent Director of the committee. The composition of the Committee and the details of meetings attended by its members are given below:

Name

Status

No. of Committee Meeting entitled

No. of attended

Committee

Meeting

Mrs. Hanisha Jinish Patel Chairman 6 6
Mrs. Purvi Tapan Trivedi Member 6 6
Mr. Tejas Pravinkumar Shah Member 3 2
Mr. Maunal Shantilal Gandhi Member 6 6

Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board.

B) Composition of Nomination and Remuneration Committee:

The Board of Directors constituted Nomination and Remuneration Committee in compliance with the provision of Section 178 of the Companies Act, 2013.

During the year under review, Nomination and Remuneration Committee met 3 (Three) times viz May 26, 2022, August 29, 2022 and on September 22, 2022. The Nomination and Remuneration Committee re-constitute as on August 29, 2022 on appointment of Mr. Tejas Pravinkumar Shah, Independent Director. Mr. Arjun Maunal Gandhi, Non-Executive Non Independent Director has given his resignation vide his resignation letter August 29, 2023 from the said post w.e.f. August 31, 2023 and simultaneously ceases to be a member of the committees. The composition of the Committee and the details of meetings attended by its members are given below:

Name Status No. of Committee Meeting entitled No. of Committee Meeting attended
Mrs. Hanisha Jinish Patel Chairman 3 3
Mr. Arjun Maunal Gandhi Member 3 3
Mr. Tejas Pravinkumar Shah Member 1 0
Mrs. Purvi Tapan Trivedi Member 3 3

The term of reference of Nomination & Remuneration Committee is as below:

1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the level and composition of remuneration of the directors, key managerial personnel and other employees;

2. Formulation of criteria for evaluation of independent directors and the Board;

3. To ensure that the relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

4. Devising a policy on Board diversity; and

5. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.

The Policy of Nomination and Remuneration Committee has been placed before Website of the Company at www.ushanti.com and the same has been also disclosed under ‘Annexure V.

C) Stake Holders Relationship Committee:

The Board of Directors constituted Stake Holders Relationship Committee in compliance with the provision of Section 178 of the Companies Act, 2013.

During the year under review, Stake Holders Relationship Committee met 2 (Two) times viz May 26, 2022 and September 02, 2022.The Stake Holders Relationship Committee re-constitute as on August 29, 2022 on appointment of Mr. Tejas Pravinkumar Shah, Independent Director. Mr. Arjun Maunal Gandhi, Non-Executive Non Independent Director has given his resignation vide his resignation letter August 29, 2023 from the said post w.e.f. August 31, 2023 and simultaneously ceases to be a member of the committees. The composition of the Committee and the details of meetings attended by its members are given below:

Name Status No. of Committee Meeting entitled No. of Committee Meeting attended
Mrs. Purvi Tapan Trivedi Chairman 2 2
Mr. Arjun Maunal Gandhi Member 2 2
Mrs. Hanisha Jinish Patel Member 2 2
Mr. Tejas Pravinkumar Shah Member 1 0

During the year, the Company had not received any complaints from the Shareholders. There was no complaint pending as on 31st March, 2023.

Insurance

All the assets of your Company including buildings, machineries, fixtures, other fixed assets, stocks-raw materials, WIP, finished goods, etc. have been adequately insured.

Significant and Material Orders Passed by the Regulators or Courts or Tribunals

There has been no significant and material order passed by any regulators or courts or tribunals, impacting the going concern status of the Company and its future operations.

Reporting of Fraud

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

Vigil Mechanism / Whistle Blower Policy

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables directors and employees to disclose their concerns and grievances on Unethical Behaviour and Improper/Illegal Practices and Wrongful Conduct taking place in the Company for appropriate action. Through this Policy, the Company provides necessary safeguards to all such persons for making sheltered disclosures in good faith.

The Vigil Mechanism team was framed by Board in its Board Meeting held on 27th April, 2018 and it comprises of the following:

Sr. No. Name Status
1. Mr. Maunal Shantilal Gandhi Vigilant Officer
2. Mrs. Purvi Tapan Trivedi Member
3. Mrs. Hanisha Jinish Patel Member

During the year under review, no grievances received by company. The Vigil Mechanism is available on the website of the Company at www.ushanti.com.

Disclosures under Sexual Harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013

The Company has always been committed to provide a safe and conducive work environment to its employees. Your Directors further states that during the year under review there were no cases filed pursuant to the Sexual Harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013.

Particulars of Employees

Disclosures with respect to remuneration of employees as per Section 197 of the Companies Act, 2013, read with Rule 5(1) & 5(2)** of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the year ended 31st March, 2022 is given as an ‘Annexure VI to this Report.

There are no employees who are posted outside India and in receipt of a remuneration of Rs. 60.00 lakh or more per annum or Rs. 5.00 lakh or more a month.

**During the year under review, there are no employees who received remuneration of Rs. 1,02,00,000/- per annum or Rs. 8,50,000/- per month during the year hence the Company is not require to give disclosure as per Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, List of top ten employees and details thereof mentioned in the annexure.

Website

www.ushanti.com is the website of the Company. All the requisite details and policy are placed on the website of the Company.

Management and Discussion Analysis

Management and Discussion Analysis Report as an integral part of this Report required to give under Regulation 34 and Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 is mentioned as an ‘Annexure VII to this report.

Related Party Disclosure

Related Party disclosure as mentioned in Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been mentioned in Note No. 34 of Audit Report.

Industrial Relations

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

Policy on Director Appointment and Remuneration

As per provision of Section 178 of the Companies Act, 2013, Company prepared policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under section 178(3) of the Companies Act, 2013.

The policy itself drives the remuneration criteria which depends upon performance and is reasonable and sufficient to attract, retain and motivate director for running company smoothly. The remuneration and sitting fees paid by the Company are within the salary scale approved by the Nomination and Remuneration Committee, Board and Shareholders.

Other Disclosures:

During the year under the review, there is no proceedings pending under the Insolvency and Bankruptcy Code, 2016.

There was no instance of one time settlement with any Bank or Financial Institution.

Acknowledgement

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companys activities during the year under review.

Registered Office: For and on behalf of the Board
88/8, GIDC Phase I, Ushanti Colour Chem Limited
Vatva, Ahmedabad-382445,

 

Gujarat, India.
Date: 29/08/2023 Minku Shantilal Gandhi Maunal Shantilal Gandhi
Place: Ahmedabad Joint Managing Director Joint Managing Director
(DIN: 00118617) (DIN: 00118559)