To,
The Members of
Ishan Dyes and Chemicals Limited
Your directors have pleasure in presenting the 30thAnnual Report
together with the Audited Standalone Financial Statements for the financial year ended
31stMarch2023.
1. FINANCIAL RESULTS
The Company's financial performance for the financial year ended
March 31,2023, along-with that of the previous financial year ended March 31, 2022, is
summarized below:
(Amount in INR Lakhs)
|
Current Year (2022-23) |
Previous Year (2021-22) |
Sales (Net) |
6470.81 |
8740.49 |
Other Income |
201.37 |
260.39 |
Total Revenue |
6672.18 |
9000.88 |
Earnings before Finance Cost,
Depreciation, Exceptional /Extraordinary Items, Tax& Amortizations (EBITDA) |
311.67 |
1775.02 |
Finance Cost (Net) |
160.95 |
176.60 |
Depreciation |
273.54 |
222.44 |
Profit before Exceptional /
Extraordinary items & tax |
(122.82) |
1375.98 |
Exceptional / Extraordinary
expenses |
|
|
Profit before Tax |
(122.82) |
1375.98 |
Tax Adjustments (Net) |
(2.64) |
364.91 |
Profit after Tax |
(116.84) |
1015.00 |
The above figures are extracted from the Financial Statements prepared
in accordance with accounting principles generally accepted in India as specified under
Sections 129 and 133 of the Companies Act, 2013 ("the Act") read with the
Companies (Accounts) Rules, 2014, as amended and other relevant provisions of the Act and
guidelines issued by the Securities and Exchange Board of India.
The Financial Statements as stated above are available on the
Company's website www.ishandyes.com.
2. STATE OF COMPANY'S AFFAIRS AND FINANCIAL PERFORMANCE
During the year under review, the Total Revenue from Operations fall by
25.97% to INR 6470.81 Lakhs from INR 8740.49 Lakhs in the Financial Year 2022-23andEBITDA
reduced by 82.44% to INR 311.67 Lakh from INR 1775.02 Lakh in the Financial Year 2022-23.
The Profit before tax was reduced by 108.93% y-o-y to INR (122.82)Lakh.
Net Profit after tax reduced by 111.51% y-o-y to INR (116.84)Lakh.
3. PROSPECTS & DEVELOPMENTS
The year under review has witnessed the total revenue of Rs. 6470.81
Lakhs and operations has resulted loss of Rs. 116.84 Lakhs. The year was full of
challenges and constraints due to international scenario particularly of rising input
cost, increased rate of interest, inflation pressure and slowdown in demand which in turn
resulted into fall in margins and also impacted the operations of the Company. The Company
is engaged into Chemicals and Colorant segment which is passing through challenges
particularly due to global scenario of exceptionally fallen demand and off take in the
material sourcing by various industries where products of the Company are used.
The financial year ended was a full of challenges due to significant
rise in input cost besides very competitive market situation and low international demand
due to Russia Ukraine war, high global inflation scenario and increasing interest rates
all these factors leading to subdue in industrial and consumer demand particularly in the
western world. Besides this, anti-dumping duty by the China on the products of the Company
also negatively impacted the industry sentiment and curtailment of overall demand besides
accumulation of inventory levels. The management remained focused to protect the
operations of the Company with proactive and conservative approach to address challenges
and minimizing the losses.
Barring unforeseen circumstances and once the international business
climate gets settled with upward trend, the management of the Company estimates growth in
the demand for its products and also improved financial performance for the Company during
coming years.
4. CHANGE IN NATURE OF BUSINESS. IF ANY
The Company is engaged in the Business of Manufacturing, Trading,
Export, Import and other deals in Chemicals used in Dyes and Pigments. During the
Financial Year 2022-23, the Company has not changed its nature of business.
5. DIVIDEND
In view of current year losses, no Final Dividend has been declared by
the Company for the financial year ended 31stMarch, 2023.
Further the details of Unclaimed and Unpaid Dividend Amount of the
Company have been disclosed in the Notes to the Notice of 30th Annual General Meeting of
the Company.
6. FINANCE
During the Year under review, the Company was successful in enhancing
its finance facilities from the Kalupur Commercial Co. Op. Bank Limited to meet its
working capital requirements. All the instalments of banking facilities, private loans and
vehicle loans which were due during the financial year were repaid as per its schedule.
7. TRANSFER TO RESERVES:
During the year under review, Your Directors do not propose to transfer
any amount to the reserves.
8. EXPORTS
During the year under review, the exports of your Company recorded
gross turnover of INR 3275.32 Lakhs.
9. SHARE CAPITAL
As on 31stMarch,2023, the Share Capital structure of the Company stood
as follows:
Particulars |
No of Shares |
Amount |
Authorized Share Capital |
|
|
Equity Shares of Rs. 10/- each |
2,50,00,000 |
25,00,00,000 |
Total |
2,50,00,000 |
25,00,00,000 |
Issued. Subscribed and Paid up
Share Capital |
|
|
Equity Shares of Rs. 10/- each |
2,09,68,147 |
20,96,81,470 |
Total |
2,09,68,147 |
20,96,81,470 |
Preferential issue:
During the Financial Year 2021-22 the Board of Directors at their
meeting held on 01stJuly, 2021 has approved to raise funds by issue and allotment of
50,00,000 (Fifty Lakh) Convertible Equity Warrants ("Warrants") at a price of
INR 61/- (Rupees Sixty One only) per Warrant aggregating to INR 30.50 Crores (Rupees
Thirty Crores Fifty Lakhs only) on a preferential and private placement basis to the
Promoters and other Non-Promoters/ Public Investors.
Further, at the 01/2021-22 Extra Ordinary General Meeting held on 30th
July, 2021, the Shareholders of the Company has approved to raise funds by issue of
50,00,000 (Fifty Lakh) Convertible Equity Warrants ("Warrants") at a price of
INR 61/- (Rupees Sixty One only) per Warrant aggregating to INR 30.50 Crores (Rupees
Thirty Crores Fifty Lakhs only) on a preferential and private placement basis to the
Promoters and other Non- Promoters/Public Investors carrying an option to the holder to
subscribe to the equity shares of face value of Rs. 10/- each at a premium of Rs. 51/
each. The Company upon receiving 25% of the consideration amount of the convertible
warrants had allotted 50,00,000 (Fifty Lakh) convertible warrants of Rs. 61/- to the
Promoters and other Non-Promoters/Public Investors by passing the resolution in the Board
of Directors' meeting dated September 20, 2021 carrying an option to the holder to
subscribe to the equity shares of face value of Rs. 10/- each at a premium of Rs. 51/ each
subject to the condition of making the payment of 75% of the consideration amount within
18 months of allotment of convertible warrants.
During the Financial Year 2021-22, the Company has received the
balance75% payment of 10,00,000 convertible warrants from the one of the Warrant holder
(Non-Promoter)and hence by passing the board resolution on 22nd February, 2022 the Board
of Directors have allotted 10,00,000 equity shares of face value of Rs. 10/- each to the
allotted. The total paid up capital consequent upon allotment of equity shares stands at
Rs. 16,96,81,470.
Further during the year under review, the Company has received the
balance 75% payment of 15,00,000 convertible warrants from two Warrant holders
(Non-Promoter)and hence by passing the board resolution on 22nd April, 2022 the Board of
Directors had further allotted 15,00,000 equity shares of face value of Rs. 10/- each to
the allot tees. The total paid up capital consequent upon allotment of equity shares
stands at Rs. 18,46,81,470. Also, during the year under review, the Company has received
the balance 75% payment of 25,00,000 convertible warrants from balance three Warrant
holders (Promoters) and hence by passing the board resolution on 13thMarch, 2023 the Board
of Directors had further allotted 25,00,000 equity shares of face value of Rs. 10/- each
to the allottees. The total paid up capital consequent upon allotment of equity shares as
on date signing of this annual report stands at Rs. 20,96,81,470.
All the Equity Shares allotted pursuant to the conversion of Warrants
have been listed and traded on BSE Limited, i.e. the Stock exchange where the existing
Equity Shares are listed. For details on Warrants holders, please refer Notes and
Schedules of Financial Statements for the Financial Year ended 31stMarch, 2023 forms part
of this report.
As on 31stMarch, 2023, the details of utilization of funds raised by
way of Preferential Issue of Warrants are as follows:
Sr. No. Objects
as stated In the explanatory statement to the notice for the General Meeting |
Amount proposed to be
utilized |
Actual amount utilized
for the Objects stated in the explanatory statement to the notice for the General Meeting |
Unutilised
Amount |
Amount of Deviation/
Variation for the quarter according to applicable object |
1. To augment the funds for
the expansion and diversification of the business of the Company. |
For any one or
combination of one or more objects |
--- |
--- |
--- |
2. To meet the long term
working capital requirements of the Company. |
--- |
--- |
--- |
3. To repay the debt of the
Company. |
30,50,00,000 |
--- |
--- |
4. For meeting any nature of
capital expenditure to be incurred for expansion and diversification including to
manufacture any new product. |
--- |
--- |
--- |
5 For general corporate
purpose |
--- |
--- |
--- |
Total |
30,50,00,000 |
30,50,00,000 |
|
|
Apart from above mentioned, the Company has not issued any Equity
Shares with or without differential rights or right Equity Shares or any Sweat Equity
Shares or bonus Equity Shares and also the Company has not done any buy back of its Equity
Shares.
Depository System:
As the members are aware, the Company's Equity shares are
compulsorily tradable in electronic form. As on 31stMarch 2023, total listed capital of
the Company was 1,84,68,147 equity shares comprising 88.08% of Issued Capital. It is to be
noted that the Company had issued and allotted 25,00,000 Equity Shares on 13thMarch, 2023
by way of Conversion of Convertible Equity Shares and the application for its Listing on
BSE Limited has been made on 24th March, 2023which was under process with Listing
Department of BSE Limited as on 31st March, 2023.Therefore, out of 88.08% listed capital
80.97% of the Company's total listed capital representing 1,69,78,462 Equity shares
were in dematerialised form.
The SEBI (Listing Obligations & Disclosure
Requirements)Regulations, 2015 mandate that the transfer, except transmission and
transposition, of securities shall be carried out in dematerialised form only with effect
from 1stApril 2019. In view of the numerous advantages offered by the Depository system as
well as to avoid frauds, members holding shares in physical mode are advised to avail of
the facility of dematerialization from either of the depositories. The Company has,
directly as well as through its RTA, sent intimation to shareholders who are holding
shares in physical form, advising them to get the shares dematerialised.
10. SEGMENT WISE PERFORMANCE
The Company has only one reportable segment of activity i.e.
"Chemicals", in accordance with the definition of "Segment" as per the
IND AS. The performance of the Company is discussed separately in this Report.
11. SUBSIDIARIES, JOINT VENTURES & ASSOCIATES
Your Company doesn't have any Subsidiaries, Joint Ventures and
Associates.
12. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report as required under
Regulation 34 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 forms an integral part of this Report and provides overview of the
business and operations of the Company.
13. PUBLIC DEPOSITS
The Company has not accepted any public deposits nor any amount of
principal or interest thereof was outstanding in terms of Sections 73 and 74 of the
Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, for the
financial year ended.
The Company has received declarations from its Directors that all the
Loans extended/to be extended by them to the Company are their owned funds only and not
borrowed from any person or entity.
14. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION
BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT
In terms of Section 134(3) (l) of the Companies Act, 2013, except as
disclosed elsewhere in this Report, no material changes and commitments which could affect
the Company's financial position have occurred between the end of the financial year
of the Company and date of this Report.
15. CORPORATE GOVERNANCE
A report on Corporate Governance along with a Certificate from the
Statutory Auditors confirming compliance of the conditions of Corporate Governance as
stipulated under the SEBI Listing Regulations and a Certificate of the CEO/MD and CFO of
the Company in terms of Regulation 17(8) of the Listing Regulations is appended to the
Corporate Governance Report which forms part of this Annual Report.
16. INDUSTRIAL RELATIONS
The relationship with employees at all level remained cordial and
harmonious during the year. We appreciate the committed contribution made by employees of
the Company at all the levels to achieve present growth of the Company.
17. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY
MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT OF THE COMPANY
In accordance with the provisions of Section 178 of the Companies Act,
2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, The Board of Directors has formulated the Nomination and Remuneration
Policy based on recommendations made by the Nomination and Remuneration Committee. The
salient aspects covered in the Nomination and Remuneration Policy have been outlined in
the Corporate Governance Report which forms part of this Report. The Policy is also
available on the website of the Company www.ishandyes.com.
18. BOARD DIVERSITY
The Company recognizes the importance of a diverse Board in its
process. We believe that a truly diverse Board will leverage differences in thought,
perspective, knowledge, skill, regional and industry experience, cultural and geographical
background, age, ethnicity, race and gender which will help to provide better directions
and supervision to the affairs of the Company. The Board has adopted the Board diversity
policy which sets out the approach to diversity of the Board of Directors. The Policy is
also available on the website of the Company www.ishandyes.com.
19. PARTICULARS OF EMPLOYEES
Disclosures with respect to the remuneration of Directors and employees
as required under Section 197 (12) of the Companies Act, 2013 and Rule 5 (1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in
"Annexure [A]" that forms part of this Report.
No employee of the Company was in receipt of remuneration more than the
limits specified under Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, during the financial year ended 31st March 2023.
20. DIRECTORS AND KEY MANAGERIAL PERSONNEL Appointments:
During the year 2022-23, No Director was appointed on the Board of the
Company.
Retire by Rotation:
Pursuant to the provisions of Section 152 of the Companies Act, 2013
read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the
Articles of Association of your Company, Smt.Mirali Hemantbhai Patel (DIN: 08021784),
Executive Director of the Company is liable to retire by rotation at the ensuing AGM and
being eligible offered herself for reappointment.
Appropriate resolution for her re-appointment is being placed for your
approval at the ensuing AGM. The brief resume of Smt.Mirali Hemantbhai Patel (DIN:
08021784), Executive Director with other related information has been detailed in the
Notice of AGM which is forming part of the Annual Report.
Your Directors recommend her re-appointment as an Executive Director of
your Company.
Re-appointments:
During the year 2022-23, none of the Director's term was due for
re-appointment.
Resignations along with facts of resignation:
During the financial year 2022-23, no Director has resigned from the
Directorship of the Company.
Key Managerial Personnel:
During the financial year 2022-23, Ms. Shilpa Sharma, Company Secretary
and Compliance Officer of the Company has resigned from her post with effect from 03rd
November 2022 due to personal reasons and to pursue alternate career opportunities.
Consequently, due to the resignation of Ms. Shilpa Sharma from the
position of Company Secretary and Compliance Officer of the Company, the Board of
Directors, in their meeting, has approved appointment of Ms. Anisha Jain as a Company
Secretary and Compliance Officer of the Company with effect from 02nd January 2023.
Pursuant to the provisions of Section 203 of the Companies Act, 2013,
Shri Piyush N. Patel, Chairman and Managing Director, Shri Shrinal P. Patel, Whole-Time
Director, Shri Chintan Prakash Pancholi, Chief Financial Officer and Mrs. Anisha Jain,
Company Secretary and Compliance officer, are the Key Managerial Personnel's of your
Company.
Annual Evaluation of Board's Performance:
In terms of the requirement of the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing
Regulations'), an annual performance evaluation of the Board, its Committees and the
Directors was undertaken which included the evaluation of the Board as a whole, Board
Committees and peer evaluation of the Directors. The criteria for performance evaluation
covers the areas relevant to the functioning of the Board and Board Committees such as its
composition, oversight and effectiveness, performance, skills and structure etc. The
performance of individual directors was evaluated on the parameters such as preparation,
participation, conduct, independent judgment and effectiveness. The performance evaluation
of Independent Directors was done by the entire Board of Directors and in the evaluation
of the Directors, the Directors being evaluated had not participated. The evaluation
process has been explained in the corporate governance report section in this Annual
Report.
Declaration of Independence:
Your Company has received declarations from all the Independent
Directors under Section 149(7) of the Companies Act, 2013 confirming that they fulfill the
criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013
read with the Schedules and Rules issued thereunder as well as under Regulation 16(b) of
the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
In the opinion of the Board, the Independent Directors fulfil the
conditions specified under the Act and Listing Regulations and are independent of the
management. The Board skill/expertise/ competencies matrix of all the Directors, including
the Independent Directors is provided in the Corporate Governance Report forming part of
this Annual Report. All the Independent Directors of the Company have registered
themselves with the Indian Institute of Corporate Affairs ("IICA").
Familiarisation Program for Independent Directors
At the time of the appointment of an Independent Director, the Company
issues a formal letter of appointment outlining his/her role, function, duties and
responsibilities. Further, the Independent Directors are introduced with the corporate
affairs, new developments and business of the Company from time to time. The
Familiarization program is also available on the website of the Company www.ishandyes.com.
Pecuniary relationship
During the year under review, except those disclosed in the Audited
Financial Statements, the non-executive directors of the Company had no pecuniary
relationship or transactions with the Company.
21. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
The Board of Directors has adopted the Insider Trading Policy in
accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations,
2015. The Insider Trading policy of the Company lays down guidelines and procedures to be
followed, and disclosures to be made while dealing with shares of the Company as well as
consequences of violation. The Policy has been formulated to regulate, monitor and ensure
reporting of deals by the employees and to maintain the highest ethical standards of
dealing in the Company's Shares. The code is also available on the website of the
Company www.ishandyes.com.
The Company has adopted the amended Code of Practices and Procedures
for Fair Disclosure of Unpublished Price Sensitive Information in terms of the SEBI
(Prohibition of Insider Trading) Regulation, 2015 (as amended). The same has been filed
with the BSE Limited and also uploaded on the website of the Company.
22. COMMITTEES OF THE BOARD
As on 31stMarch2023, the Board has following committees:
a. Audit Committee.
b. Nomination and Remuneration Committee.
c. Stake holder's Relationship Committee.
d. Corporate Social Responsibility Committee.
e. Rights Issue Committee.
The details with respect to the composition, powers, roles, terms of
reference, number of meetings held, attendance at the meetings etc. of Statutory
Committees are given in detailing the Corporate Governance Report.
Audit Committee:
As on 31stMarch2023, the Audit Committee comprised of Four Independent
Directors, namely Shri Roopin A. Patel, Shri Mayank H. Patel, Shri Ronak Y. Desai and Shri
Yatin G. Patel.
All members of the Audit Committee possess good knowledge of accounting
and financial management. The Chairman and Managing Director of the Company, Chief
Financial Officer, the Internal Auditors and Statutory Auditors are regularly invited to
attend the Audit Committee Meetings.
The Company Secretary is the Secretary to the Committee. The Internal
Auditor reports to the Chairman of the Audit Committee. The significant audit observations
and corrective actions as may be required and taken by the management are presented to the
Audit Committee. The Board has accepted all recommendations made by the Audit Committee
from time to time.
23. NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE MEETINGS
The details of the number of Board and Committee Meetings of your
Company along with the composition and attendance of the Directors and Members at such
meetings are set out in the Corporate Governance Report which forms part of this Report.
The time gap between the two meetings was in accordance with the requirements. Every
Director currently on the Board of the Company has personally attended at least one Board
/ Committee of Directors' Meeting in the financial year 2022-23. All the information
required to be furnished to the Board was made available along with a detailed Agenda.
During the year under review, the Company has complied with the
provisions of Secretarial Standard 1 (relating to Meetings of the Board of Directors) and
Secretarial Standard 2 (relating to General Meetings) issued by the Institute of the
Company Secretaries of India.
24. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134(5) read with Section
134(3)(c) of the Companies Act, 2013 (Act') with respect to Directors'
Responsibility Statement, it is hereby confirmed that:
(a) in the preparation of the annual accounts for the financial year
ended 31stMarch 2023, the applicable accounting standards, have 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 your Company as at 31st March,
2023 and of the profit and loss statement of the Company for the financial year ended 31st
March, 2023;
(c) proper and sufficient care have been taken for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
(d) the annual accounts have been prepared on a going
concern' basis;
(e) proper internal financial controls laid down by the Directors were
followed by the Company and that such internal financial controls are adequate and
operating effectively; and
(f) Proper systems to ensure compliance with the provisions of all
applicable laws were in place and that such systems were adequate and operating
effectively.
25. EXTRACT OF ANNUAL RETURN
The Annual Return as required under sub-section (3) of Section 92 of
the Companies Act, 2013 (the Act') in form MGT-7 is made available on the
website of the Company and can be accessed at www.ishandyes.com.
26. RELATED PARTY TRANSACTIONS
During the financial year 2022-23, all transactions with the Related
Parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies
(Specification of Definitions Details) Rules, 2014 and Regulation 23 of the Securities
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 were entered in the ordinary course of business and on an arm's length basis.
The Company has a process in place to periodically review and monitor
Related Party Transactions. The Audit Committee has approved all related party
transactions forFY2022-23 and estimated transactions for FY 2023-24.
There were no materially significant related party transactions that
may conflict with the interest of the Company.
The Policy on materiality of related party transactions and dealing
with related party transactions as approved by the Board of Directors may be accessed on
the Company's website at www.ishandyes.com. Disclosures on related party transactions
are set out in the Notes to the Financial Statements forming part of this Annual Report.
27. LOANS AND INVESTMENTS
The Company has disclosed the full particulars of the loans given,
investments made or guarantees given or security provided as required under section 186of
the Companies Act, 2013, Regulation 34(3) and Schedule V of the SEBI (Listing Obligations
&Disclosure Requirements) Regulations, 2015 in Notes forming part of the financial
statements.
28. RISK MANAGEMENT
The Company manages and monitors on the principal risks and
uncertainties that can impact its ability to achieve its objectives. At present the
company has not identified any element of risk which may threaten the existence of the
company. Discussion on risks and concerns are covered in the Management Discussion and
Analysis Report, which forms part of this Annual Report.
29. VIGIL MECHANISM AND WHISTLE BLOWER POLICY
The Board of Directors has formulated a Whistle Blower Policy which is
in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy
provides for a framework and process whereby concerns can be raised by its employees
against any kind of discrimination, harassment, victimization or any other unfair practice
being adopted against them. The policy's also available on the website of the Company
www.ishandyes.com.
30. CORPORATE SOCIAL RESPONSIBILITY
Your Company has constituted the Corporate Social Responsibility (CSR)
Committee as per the requirement of the Section 135 of the Companies Act, 2013 read with
the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended from time to
time. Shri Roopin A. Patel is the Chairman of the Committee and two other members namely
Shri Piyush N. Patel and Smt. Anilaben P. Patel are the members of said Committee. The
Committee has framed the Corporate Social Responsibility Policy forth Company. The
philosophy for CSR activity of the Company is mainly focused in the various areas of rural
infrastructure development, social up liftmen, education, promotion of healthcare and
sanitation, ensuring environmental sustainability and promoting rural sports.
The Annual Report on the CSR activities is at "Annexure
[B]"to this Report.
The Company has spent lNR 27,47,944/- towards CSR activities by
contributing to educational sector of the state through implementing agency.
31. AUDITORS AND AUDITORS' REPORT
Statutory Auditors:
At the 29th Annual General Meeting held on 26thSeptember 2022, M/s A.
R. Sulakhe and Company, Chartered Accountants (FRN - 110540W) were appointed as Statutory
Auditors of the Company to hold office till the conclusion of the 34th Annual General
Meeting to be held in the calendar year 2027.
Further in terms of Clause 40 of Companies (Amendment) Act, 2017 which
was notified vide Notification dated S.O. 1833 (E) dated 7thMay 2018 and effective from
the date, the Proviso of Section 139(1) relating to ratification of Appointment of
Auditors at every Annual General Meeting of the Company has been omitted and the
requirement of Ratification of Auditors Appointment is no longer required as per the
Companies Act, 2013.
Therefore, the resolution for ratification of Appointment of Statutory
Auditors M/s A.R Sulakhe & Co. Chartered Accountants (FRN - 110540W), Chartered
Accountants, has not been provided for the approval of the Shareholders and not formed as
a part of Notice of the 30th AGM of the Company.
The Auditors' Report for Financial Year ended 31stMarch 2023 forms
part of the Integrated Annual Report and does not contain any qualification, reservation
or adverse remarks.
Cost Auditor:
The appointment of Cost Auditor for the Company is not applicable to
the Company.
Secretarial Audit:
Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, your Company has appointed M/s Kunal Sharma & Associates, Practicing Company
Secretaries to conduct the Secretarial Audit of your Company. The Secretarial Audit Report
is annexed herewith as "Annexure - [C]" to this Report.
Based on the recommendation of the Audit Committee, the Board of
Directors of the Company has appointed M/s Kunal Sharma & Associates, Practicing
Company Secretaries as the Secretarial Auditor of the Company for the financial year
ending 31stMarch2024. The Company has received their written consent that the appointment
is in accordance with the applicable provisions of the Companies Act, 2013 and rules
framed there under.
32. EXPLANATION ON AUDITORS REPORT Statutory Auditor
The notes to the accounts referred to in the Auditors Report are
self-explanatory and therefore do not call for any separate or further comments or
explanations.
Secretarial Auditor
The Secretarial Audit report does not contain any remarks and
qualifications and are self-explanatory therefore do not call for any separate or further
comments or explanations.
33. ANNUAL SECRETARIAL COMPLIANCE REPORT
The Company has undertaken an audit for the financial year 2022-2023
for all applicable compliances as per Securities and Exchange Board of India Regulations
and Circulars/Guidelines issued there under. The Annual Secretarial Compliance Report
pursuant to Regulation 24A of the listing regulations read with SEBI Circular dated
February 08, 2019, has been taken from Mr. Kunal Sharma, Secretarial Auditor of the
Company.
34. FRAUDS REPORTED BY AUDITORS:
No frauds are reported by Auditors which falls under the purview of sub
section (12) of Section 143 of the Companies Act, 2013.
35. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO
Information required under Section 134(3)(m) of the Companies Act, 2013
read with Rule 8 of the Companies (Accounts) Rules, 2014 for the financial year ended
31stMarch2023 in relation to the Conservation of Energy, Technology Absorption and Foreign
Exchange Earnings and Outgo is annexed herewith as "Annexure - [D]" to this
Report.
36. INTERNAL FINANCIAL CONTROLS
The Company has adequate internal controls and checks in commensurate
with its size and activities. The Board has adopted the policies and procedures for
ensuring the orderly and efficient conduct of its business, including, the safeguarding of
its assets, the prevention and detection of frauds and errors, the accuracy and
completeness of the accounting records, and the timely preparation of reliable financial
disclosures.
The Report on the Internal Financial Control under Clause (i) of sub
section 3 of Section 143 of the Companies Act, 2013 is forming part of the financial
statement for the year under review.
37. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company is committed to providing and promoting a safe, healthy,
and congenial atmosphere irrespective of gender, caste, creed or social class of the
employees. During the year under review, there was no case filed pursuant to the sexual
harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.
38. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS
There are no significant/material orders passed by the Regulators or
Courts or Tribunals which would impact the going concern status of your Company and its
future operations.
39. OTHER DISCLOSURES
* During the financial year 2022-23,the Company does not have any
scheme or provision of money for the purchase of its own shares by employees or by
trustees for the benefit of employees.
* During the financial year 2022-23, no application was made, or any
proceeding is pending under the Insolvency and Bankruptcy Code, 2016.
* During the financial year 2022-23, your Company has not entered any
One-Time Settlement with banks or financial institutions.
* The Company has not issued any debentures during the financial year
2022-23.
* During the financial year 2022-23, your Company had raised funds from
Preferential Issue of Convertible Equity Warrants and your Board hereby confirms that
there were no deviation(s) or variation(s) in the utilization of proceeds from the objects
stated in the explanatory statement to the notice for the general meeting.
40. APPRECIATION
The Directors hereby wish to place on record their appreciation for the
support extended by its banker, suppliers, employees and all other stakeholders without
whose support the overall satisfactory performance would not have been possible during the
pandemic.
By order of the Board of Directors For Ishan Dyes & Chemicals
Limited
SD/-
14thAugust 2023 Piyush N. Patel
Ahmedabad Chairman & Managing Director
DIN - 00450807
RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN
EMPLOYEE'S REMUNERATION
(i) Ratio of the remuneration of each director to the median
remuneration of the employees of the Company for the Financial Year, percentage increase
in remuneration of each director, Chief Financial Officer, Chief Executive Officer,
Company Secretary or Manager, if any in the financial year;
Amount in Rupees
S. No Name of the Director/KMP |
Designation |
Remuneration (Includes basic
Salary, Commission and Leave encashment) |
Median remuneration of the
employees |
Ratio of the remuneration of
each director to the median remuneration of the employees |
% increase in remuneration
during FY 2022-23* |
1. Piyushbhai Natvarlal Patel |
Chairman and Managing
Director |
72,55,270 |
1,63,269 |
44.44:1 |
NIL |
2. Shrinal Piyushbhai Patel |
Whole-Time Director |
21,33,256 |
1,63,269 |
13.07:1 |
NIL |
3. Anilaben Piyushbhai Patel |
Non-Executive and
Non-Independent
Director |
NIL |
N.A. |
N.A. |
NIL |
4. RonakYatinkumar Desai |
Independent Director |
NIL |
N.A. |
N.A. |
N.A. |
5. Mayankkumar Hasmukhbhai Patel |
Independent Director |
NIL |
N.A. |
N.A. |
N.A. |
6. Roopin Amrit Patel |
Independent Director |
NIL |
N.A. |
N.A. |
N.A. |
7. Yatinbhai Gordhanbhai Patel |
Independent Director |
NIL |
N.A. |
N.A. |
N.A. |
8. Mirali Hemantbhai Patel |
Executive Director |
5,68,868 |
1,63,269 |
3.48:1 |
NIL |
9. Chintan Prakashbhai Pancholi |
Chief Financial Officer |
10,66,628 |
1,63,269 |
6.53:1 |
2.34% |
10. Anisha Jain (w.e.f
02/01/2023) |
Company Secretary |
63,900 |
1,63,269 |
0.39:1 |
NIL |
11. Shilpa Sharma (upto
03/11/2022) |
Company Secretary |
1,35,192 |
1,63,269 |
0.83:1 |
NIL |
Notes:
* No remuneration, including sitting fees was paid to the Non-Executive
Directors and Independent Directors during the financial year 202122 and 2022-23,
therefore, % increase in remuneration is not applicable and Ratio of the remuneration of
each director to the median remuneration of the employees.
(ii) The percentage increase in the median remuneration of the
employees in the financial year:
Permanent employees on the
rolls of the Company as on March 31, 2023 |
114 |
The median remuneration of
employees of the Company during the financial year |
1,63,269 |
% increase in the median
remuneration of employees in the financial year |
5.73% |
(iii) The relationship between average increase in remuneration and
Company performance:
The increase in remuneration is determined based on the performance of
the employees of the Company.
(iv) Variation in the market capitalization, price earnings ratio of
the Company with the last public offer:
Particulars |
March 31, 2023 |
March 31, 2022 |
Variation (%) |
Market Capitalization |
95.78 Crore |
241.46 Crore |
(60.33) |
Price earnings ratio |
(79.78) |
22.50 |
|
*The market capitalization is based on 18468147 shares, which were
listed on BSE Limited as on 31stMarch, 2023.
(v) Average percentage increase already made in the salaries of
employees other than the key managerial personnel in Financial Year 2022-23 and its
comparison with the percentage increase in the managerial remuneration:
The increase in remuneration is determined based on the performance of
the employees of the Company.
(vi) The key parameters for any variable component of remuneration
availed by the Directors:
Commission based on Net Profits has been paid to the Managing Director
and Whole-Time Director.
(vii) The ratio of the remuneration of the highest paid Director to
that of the employees who are not Directors but receive remuneration in excess of the
highest paid Director during the year:
The parameters of this point are not applicable to the Company.
(viii) Affirmation that the remuneration is as per the remuneration
policy of the Company:
The remuneration paid is as per the Remuneration Policy for Directors,
Key Managerial Personnel and other Employees as recommended by the Nominations Committee
and approved by the Board from time to time.
By order of the Board of Directors For Ishan Dyes & Chemicals
Limited
SD/-
14thAugust 2023 Piyush N. Patel
Ahmedabad Chairman & Managing Director
DIN - 00450807
"Annexure - [B] to the Directors Report"
ANNUAL REPORT ONCORPORATE SOCIAL RESPONSIBILITY ("CSR")
ACTIVITIES
A. A brief outline of the CSR policy of the Company:
Ishan Dyes and Chemicals Limited focus areas for our CSR efforts
include education, environment, skill development and preventive healthcare. This is in
alignment with Management's purpose of challenging conventional thinking and
innovatively using all resources to drive positive change in the lives of our stakeholders
and communities, thus, enabling them to Rise. Inclusive development at all our project
locations ensures that we grow with the communities surrounding us, thereby enabling truly
sustainable living.
The Company has adopted a CSR policy which is available on
https://www.ishandyes.com/images/Companies%20Polices%20and%20Codes/
CSR%20Policy%20Ishan%20Dyes.pdf
B. The Composition of the CSR Committee as of March 31, 2023:
S. No Name of the Director |
Designation/Nature of
Directorship |
Number of meetings of CSR
Committee held during the year |
Number of meetings of CSR
Committee attended during the year |
1 Roopin Amrit Patel |
Independent Director,
Chairman of the Committee |
|
2 |
2 Piyushbhai Natvarlal Patel |
Executive Director, Member of
the Committee |
2 |
2 |
3 Anilaben Piyushbhai Patel |
Non-Executive and
Non-Independent Director, Member of the Committee |
|
2 |
C. Provide the web-link where Composition of CSR Committee, CSR Policy
and CSR projects approved by the board are disclosed on the website of the Company.
All the details related to of CSR Committee, CSR Policy and CSR
projects are available on the website of the Company www.ishandyes.com under Investors
Relations tab.
D. Provide the details of Impact assessment of CSR projects carried out
in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social Responsibility
Policy) Rules, 2014, if applicable (attach the report) - Not Applicable to the Company.
E. Details of the amount available for set off in pursuance of sub-rule
(3) of rule 7 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and
amount required for set off for the financial year, if any - Not Applicable to the
Company.
F. Average net profit of the Company as per section 135(5) - INR
13,73,97,185/-.
G. (a) Two percent of average net profit of the Company as per section
135(5) - INR 27,47,944/-.
(b) Surplus arising out of the CSR projects or programmes or activities
of the previous financial years - NIL.
(c) Amount required to be set off for the financial year, if any - NIL
(d) Total CSR obligation for the financial year - INR 27,47,944/-.
H. (a) CSR amount spent or unspent for the financial year:
Total Amount
Spent for the Financial Year (In Lakhs) |
Amount Unspent |
Total Amount transferred
to Unspent CSR Account as per section 135(6). |
Amount transferred to any
fund specified under Schedule VII as per second proviso to section 135(5). |
Date of
Amount.
transfer |
Name of the
Amount Date of transfer.
Fund |
2 7.48 Lakh |
Not Applicable |
Not Applicable |
(b) Details of CSR amount spent against ongoing projects for the
financial year: Not Applicable.
S No Name
of the Project |
Item from the
list of
activities in
Schedule VII to the Act. |
Local
are
a
(Yes/No). |
Location of
the project. |
Project
Duration |
Amount
allocated for the project (in Rs.). |
Amount
transferred to Unspent CSR Account for the project as
per section
135(6) (in Rs.). |
Amount
transferred to Unspent CSR Account for the project as
per section
135(6) (in Rs.). |
Mode
of
Implementation - Direct (Yes/ No). |
Mode of
Implementation - Through Implementing Agency |
State |
District. |
Name |
CSR
Registration
number. |
Not Applicable. |
(c) Details of CSR amount spent against other than ongoing projects for
the financial year:
S. No Name of the
Project. |
Item
from the list of activities in
Schedule VII to the Act. |
L o ca I
area
(Yes
/No) |
Location of the
project. |
Project duration |
Amount
allocated for the project (in Rs.). |
Amount transferred
to Unspent CSR
Account for the project as
per section
135(6) (in R s.). |
Amount transferred
to Unspent CSR
Account for the project as
per section
13 5(6) (in Rs.). |
Mode
of
Implementation -
Direct
(Yes/No). |
Mode of
Implementation - Through Implementing Agency |
Stat
e |
District. |
Name |
CSR Registration number. |
1 Child Education Health and
Human Welfare |
Various sectors covered under
Schedule VII of the Companies Act,
2013 |
Yes |
Gujarat |
Ahmedabad |
N .A. |
12,47,
944 |
N .A. |
N .A |
Yes |
Avdhoot Foundation |
CSR00026 768 |
2 Health and Human Welfare |
Various sectors covered under
Schedule VII of the Companies A ct,
2 0 13 |
Yes |
Gujarat |
Nadiad |
N .A. |
15,00, 00 0 |
N .A. |
N .A |
Yes |
Maha gujarat Medical Society |
CSR00008358 |
(d) Amount spent in Administrative overheads - NIL
(e) Amount spent on Impact Assessment, if applicable - NIL
(f) Total amount spent for the Financial Year - INR 27,47,944/-.
(g) Excess amount for set off, if any - NIL
S. No Particulars |
Amount in INR |
1 Two percent of average net
profit of the Company as per section 135(5) |
INR 27,47,944/- |
2 Total amount spent for the
Financial Year |
INR 27,47,944/- |
3 Excess amount spent for the
financial year [(ii)-(i)] |
NIL |
4 Surplus arising out of the CSR
projects or programs or activities of the previous financial years, if any |
NIL |
5 Amount available for set off in
succeeding financial years [(iii)-(iv)] |
NIL |
I (a) Details of Unspent CSR amount for the preceding three financial
years:
S. No. |
Preceding
Financial
Year |
Amount
transferred to Unspent CSR Account under section 135 (6) (in Rs.) |
Amount spent
in the
reporting Financial Year (in Rs.). |
Amount
transferred t specified under Schedule VII as per section 135(6) ) if any. |
Amount
remaining to be spent in
succeeding
financial
years.
(in Rs.) |
Name of the Fund |
Amount (in Rs). |
Date of transfer |
Not Applicable |
(b) Details of CSR amount spent in the financial year for ongoing
projects of the preceding financial year(s):
Sl.
No. |
Project
ID. |
Name of the Project. |
Financial Year in which
the project was commenced. |
Project
duration. |
Total amount allocated
for the project (in Rs.). |
Amount spent on the
project in the reporting Financial Year (in Rs). |
Cumulative amount spent
at the end of reporting Financial Year. (in Rs.) |
Status of the
project
Completed
/Ongoing. |
Not Applicable. |
J. In case of creation or acquisition of capital asset, furnish the
details relating to the asset so created or acquired through CSR spent in
(a) the financial year (asset-wise details). Not Applicable
(b) Date of creation or acquisition of the capital asset(s).
(c) Amount of CSR spent for creation or acquisition of capital asset.
(d) Details of the entity or public authority or beneficiary under
whose name such capital asset is registered, their address etc.
(e) Provide details of the capital asset(s) created or acquired
(including complete address and location of the capital asset).
K. Specify the reason(s), if the company has failed to spend two per
cent of the average net profit as per section 135(5) - Not Applicable
SD/-
Roopin A. Patel Independent Director and Chairman of the Committee. DIN
-03302732
SD/-
Piyushbhai N. Patel Managing Director and Member of Committee. DIN -
00450807
Form MR-3
SECRETARIAL AUDIT REPORT For the Financial Year ended 31stMarch 2023
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No. 9
of the Companies (Appointment and Remuneration Personnel) Rules, 2014]
To
The Members of
Ishan Dyes and Chemicals Limited
CIN: L24110GJ1993PLC020737
Reg. Off: 18, G.I.D.C Estate Phase - 1, Vatva
Ahmedabad-382445, Gujarat, INDIA
We have conducted the Secretarial Audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by Ishan Dyes and
Chemicals Limited (Hereinafter called "the Company"). The Secretarial Audit was
conducted in a manner that provided us a reasonable basis for evaluating the corporate
conducts/statutory compliances and expressing our opinion thereon.
Based on our verification of the Company's books, papers, minute
books, forms and returns filed and other records maintained by the Company and also the
information provided by the Company, its officers, agents and authorized representatives
during the conduct of secretarial audit and considering the relaxations granted by the
Ministry of Corporate Affairs and Securities and Exchange Board of India warranted due to
the spread of the COVID-19 pandemic, we hereby report that in our opinion, the Company
has, during the audit period covering the financial year ended on March 31, 2023, complied
with the statutory provisions listed hereunder and also that the Company has proper
Board-processes and compliance- mechanism in place to the extent, in the manner and
subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns
filed and other records maintained by the Company as given in Annexure to this report for
the financial year ended on March 31, 2023 according to the provisions of:
i. The Companies Act, 2013 (the Act)and the rules made thereunder; (to
the extent applicable);
ii. The Securities Contracts (Regulation) Act, 1956 (SCRA')
and the rules made thereunder; (to the extent applicable)
iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed
thereunder; (to the extent applicable)
iv. Foreign Exchange Management Act, 1999 and the rules and regulations
made thereunder to the extent of Foreign Direct Investment; Overseas Direct Investment and
External Commercial Borrowings - applicable only to the extent of Foreign Direct
Investments.
v. The following Regulations and Guidelines prescribed under the
Securities and Exchange Board of India Act, 1992 (SEBI Act'):-
(a) The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011; Upto the extent applicable.
(b) The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015; Upto the extent applicable.
(c) The Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015; Upto the extent applicable.
(d) The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018 Upto the extent applicable.
(e) The Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021; Not Applicable as there was no
reportable event during the financial year under review.
(f) The Securities and Exchange Board of India (Issue and Listing of
Debt Securities) Regulations, 2008, the Securities and Exchange Board of India (Issue and
Listing of Non-Convertible and Redeemable Preference Shares) Regulations, 2013 and the
Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities)
Regulations, 2021; Not Applicable as there was no reportable event during the
financial year under review.
(g) The Securities and Exchange Board of India (Registrars to an Issue
and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with
client; Not Applicable as the Company is not registered as Registrar to Issue and
Share Transfer Agent during the financial year under review;
(h) The Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2009 and the Securities and Exchange Board of India (Delisting of
Equity Shares) Regulations, 2021; Not Applicable as the Company has not
delisted/proposed to delist its equity shares from any Stock Exchange during the financial
year under review, and
(i) The Securities and Exchange Board of India (Buyback of Securities)
Regulations, 2018; Not Applicable as there was no reportable event during the
financial year under review.
We have relied on the representations made by the Company and its
Officers for systems and mechanism formed by the Company for compliances under other Acts,
Laws and Regulations applicable to the Company which are stated above specifically.
We have also examined compliance with the applicable clauses of the
following:
(a) Secretarial Standards with regard to Meeting of Board of Directors
(SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of
India.
(b) The compliances filed by the Company with BSE Limited pursuant to
Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements)
Regulations, 2015.
Based on the above said information provided by the Company, we report
that during the financial year under report, the Company has general complied with the
provisions, as applicable of the above-mentioned Acts including the applicable provisions
of the Companies Act, 2013 and Rules, Regulations, Guidelines, Standards, etc. mentioned
above.
We further report that compliance of applicable Labour laws and
financial laws including Direct and Indirect Tax laws by the Company has not been reviewed
in this Audit since the same has been subject to review by the Statutory Auditors and
other designated professionals.
MANAGEMENT RESPONSIBILITY:
i. Maintenance of secretarial records, devise proper systems to ensure
compliance with the provisions of all applicable laws and regulations and to ensure that
the systems are adequate and operate effectively is the responsibility of the management
of the Company. Our responsibility is to express an opinion on these secretarial records
based on our audit;
ii. We have followed the audit practices and the processes as were
appropriate to obtain reasonable assurance about the correctness of the contents of the
secretarial records. The verification was done on test basis to ensure that correct facts
are reflected in secretarial records. We believe that the processes and practices, we
followed provide a reasonable basis for our opinion;
iii. We have not verified the correctness and appropriateness of
financial records and Books of Accounts of the Company, related party transactions figures
and AS-18 disclosures of the Company provided to us or verified compliances of laws other
than those mentioned above;
iv. The compliance of the provisions of Corporate and other applicable
laws, rules, regulations, standards is the responsibility of management. Our examination
was limited to the verification of procedure on test basis;
v. We have obtained Management's representation about the
compliance of laws, rules and regulations and happening of events, wherever required;
vi. The Secretarial Audit report is neither an assurance as to the
future viability of the Company nor of the efficacy or effectiveness with which the
management has conducted the affairs of the Company.
We further report that:
(i) The Board of Directors of the Company is duly constituted with
proper balance of Executive Directors, Non-Executive Directors including Independent
Directors and Woman Director. The changes in the composition of the Board of Directors/Key
Managerial Personnel's that took place during the period under review were carried
out in compliance with the provisions of the Act.
(ii) As per the information provided, adequate notices are given to all
directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent in
advance. A system exists for seeking and obtaining further information and clarifications
on the agenda items before the meeting and for meaningful participation at the meeting.
Based on the representation made by the Company and its officer, Majority decision is
carried through and that there were no dissenting member's views on any of the matter
during the year that were required to be captured and recorded as part of the minutes.
(iii) Based on general review of compliance mechanisms established by
the Company and on basis of management representations, there are adequate systems and
processes in the Company commensurate with the size and operations of the Company to
monitor and ensure compliance with applicable laws, rules, regulations and guidelines. As
informed, the company has responded appropriately to notices received if any from various
statutory/regulatory authorities including initiating actions for corrective measures,
wherever found necessary.
(iv) I was informed and I observed from the minutes of the Board and
Committee Meetings that all decisions of Board and Committee meetings were carried
unanimously.
For Kunal Sharma & Associates
Company Secretaries
SD/-
Place: Ahmedabad CS. Kunal Sharma
Date: 14thAugust 2023 FCS No: 10329
C P No.: 12987
PR No: 1933/2022
UDIN: F010329E000795278
Documents verified during the course of Audit includes:
i. Memorandum & Articles of Association of the Company;
ii. Annual Report for the Financial Year ended March 31,2022.
iii. Minutes of the meetings of the Board of Directors, Audit
Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee
held during the financial year under review, along with the Attendance Registers;
iv. Proof of circulation & Delivery of notice for Board meetings
and Committee Meetings.
v. Proof of circulation of draft as well as certified signed Board
& Committee meetings minutes as per Secretarial Standards
vi. Minutes of General Body Meeting held during the financial year
under review;
vii. Statutory Registers viz.
* Register of Directors and KMP & Directors Shareholding.
* Register of loans, guarantees and security and acquisition made by
the Company.
* Register of Charges.
* Register of Related Party Transaction - Transactions are in the
Ordinary Course of Business at Arm's Length Basis.
* Register of Members;
viii. Agenda papers submitted to all the Directors/ Members for the
Board and Committee Meetings;
ix. Declarations received from the Directors of the Company pursuant to
the provisions of Section 184(1), Section 164(2), Section 149(3) and Section 149(7) of the
Companies Act, 2013;
x. E-Forms filed by the Company, from time-to-time, under applicable
provisions of the Companies Act, 1956, if any and Companies Act, 2013, as amended from
time to time along with the attachments thereof, during the financial year under review.
xi. Policies formed by the Company.
For Kunal Sharma & Associates
Company Secretaries
SD/-
Place: Ahmedabad CS. Kunal Sharma
Date: 14th August 2023 FCS No: 10329
C P No.: 12987
PR No: 1933/2022
UDIN: F010329E000795278
"Annexure - [D] to the Directors Report"
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
(Section 134 of the Companies Act, 2013 read with Rule 8 (3) of the
Companies (Accounts) Rules, 2014)
A. CONSERVATION OF ENERGY.
Several measures are undertaken to conserve and optimize the use of
energy which will be continued.
FORM OF DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF
ENERGY, POWER, FUEL AND WATER CONSUMPTION
|
31/03/2023 Amount in Rupees |
1. Electricity |
|
a) Purchased unit in kwh |
4336000 |
Total Amount (Rs.) |
4,28,09,951.39 |
Rate/Unit (Rs.) |
9.87 |
b) Own generation |
|
Through Diesel Generator Units in
kwh |
80 |
Unit per litre of diesel oil
(kwh) |
5.50 |
Litre of Diesel |
15 |
Total amount (Rs.) |
1380 |
Cost/Units (Rs.) |
17.25 |
2. Coal |
|
Quantity (Kg) |
2912370 |
Total Amount (Rs.) |
3,57,62,421 |
Average Rate (Rs./MT) |
12.28 |
3. Water |
|
Quantity (M3) |
|
Total Cost (Rs.) |
192401 |
B. TECHNOLOGY ABSORPTION
(i) The Company has carried out process improvement, energy
conservation, yield improvements, reduction in the effluents, and product quality
up-gradation efforts as a part of technology absorption, adaptation and innovation. It has
also carried out in-house R&D activities in the said areas.
(ii) Above efforts have resulted in reduction in production cost due to
process improvement and overall increase in operational efficiencies to optimize plant
capacities and reduce cost.
(iii) In case of imported technology (imported during the last three
years reckoned from the beginning of the financial year) - Not Applicable
(iv) The expenditure incurred on Research and Development - No Specific
expenditure has been incurred on R & D.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
The total exports during the period were Rs. 3275.32 Lakhs (previous
Year Rs. 4205.30 Lakhs). The Company is focusing and putting all its efforts to tap new
export markets and widen its clientele base. Also Company supplies under deemed exports.
Total Foreign Exchange used and earned as on 31stMarch2023
|
Amount in Rupees Lakhs |
(i) Used : |
|
a) Imports of Raw Materials (CIF) |
262.72 |
b) Travelling expenses |
47.95 |
c) Registration Charges |
1.64 |
(ii) Earned : |
|
Exports (F.O.B.) |
3275.32 |
|