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Ishan Dyes and chemicals Ltd			Industry : Dyes And Pigments


BSE Code:	531109	NSE Symbol:	Not Listed	P/E(TTM):	25.49

ISIN Demat:	INE561M01018	Div & Yield %:	0	EPS(TTM):	2.15

Book Value(Rs):	49.5013446	Market Cap ( Cr.):	114.91	Face Value(Rs):	10

Change Company

To, The Members of Ishan Dyes and Chemicals Limited

Your directors have pleasure in presenting the 31^stAnnual Report together with the Audited Standalone Financial Statements for the financial year ended 31^st March 2024.

1. FINANCIAL RESULTS

The Company's financial performance for the financial year ended March 31, 2024, along-with that of the previous financial year ended March 31, 2023, is summarized below:

( Amount in INR Lakhs)

	Current Year	Previous Year
	(2023-24)	(2022-23)
Sales (Net)	7666.89	6470.81
Other Income	291.82	201.37
Total Revenue	7958.71	6672.18
Earnings before Finance Cost, Depreciation, Exceptional
	615.25	311.67
/Extraordinary Items, Tax & Amortizations (EBITDA)
Finance Cost (Net)	274.45	160.95
Depreciation	281.61	273.54
Profit before Exceptional / Extraordinary items & tax	59.19	(122.82)
Exceptional / Extraordinary expenses	-10.67	--
Profit before Tax	48.52	(122.82)
Tax Adjustments (Net)	36.79	(2.64)
Profit after Tax	4.04	(116.84)

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 raise by 18.48% to 7666.89 INR Lakhs from INR 6470.81 Lakhs in the Financial Year 2023-24 and EBITDA increased by 97.40 % to INR 615.25 Lakh from INR 311.67 Lakh in the Financial Year 2023-24.

The Profit before tax was increased by 139.51% y-o-y to INR 48.52 Lakh. Net Profit after tax increased by 103.46 % y-o-y to INR 4.04 Lakh.

3. 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 2023-24, the Company has not changed its nature of business.

4. DIVIDEND

Due to previous year's loss and also to conserve the financial resources, your Directors have not recommended any Interim Dividend as well as any final dividend for the financial year ended 31st March, 2024 on Equity Shares of the Company.

Further the details of Unclaimed and Unpaid Dividend Amount of the Company have been disclosed in the Notes to the Notice of 31^st Annual General Meeting of the Company.

5. TRANSFER TO RESERVES:

During the year under review, Your Directors do not propose to transfer any amount to the reserves.

6. EXPORTS

During the year under review, the exports of your Company recorded a gross turnover of INR 2988.98 Lakhs.

7. SHARE CAPITAL

As on 31st March, 2024, 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

Depository System:

As the members are aware, the Company's Equity shares are compulsorily tradable in electronic form. As on 31^st

March 2024, 93.4% of the Company's total paid up Equity Capital representing 1,95,84,312 Equity shares are in dematerialized form.

The SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandate that the transfer, except transmission and transposition, of securities shall be carried out in dematerialized form only with effect from 1^stApril 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 dematerialized.

8. 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.

9. SUBSIDIARIES, JOINT VENTURES & ASSOCIATES

Your Company doesn't have any Subsidiaries, Joint Ventures and Associates.

10. 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.

11. 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.

12. 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.

13. CORPORATE GOVERNANCE

A report on Corporate Governance along with a Certificate from the Practicing Company Secretary 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.

14. 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.

15. 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.

16. 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.

17. 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 31^st March 2024.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointments:

During the year 2023-24, No Director was appointed on the Board of the Company.

During the current year 2024-25, Mr. Darshan Bipinchandra Shah (DIN 07030608), Ms. Apexa Ajaykumar Panchal (DIN 10239502) and Mr. Nirmal Tiwari (DIN 10759022) have been appointed as Additional Directors (Non Executive and Independent Directors) of the Company w.e.f August 30, 2024.

The Board of Directors has proposed their appointment as a Director (Non Executive and Independent Director) at the ensuing 31^st Annual General Meeting 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. Anilaben Piyushbhai Patel (DIN: 00450893), Non-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. Anilaben Piyushbhai Patel (DIN: 00450893), Non-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 a Non-Executive Director of your Company.

Re-appointments:

During the year 2023-24, none of the Director's term was due for re-appointment.

Resignations along with facts of resignation:

During the financial year 2023-24, no Director has resigned from the Directorship of the Company.

Key Managerial Personnel:

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").

Familiarization 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.

19. 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.

20. COMMITTEES OF THE BOARD

As on 31^st March 2024, the Board has following committees:

a. Audit Committee. b. Nomination and Remuneration Committee. c. Stakeholder's Relationship Committee. d. Corporate Social Responsibility 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 detail in the Corporate Governance Report.

21. NUMBER OF MEETINGS OF THE BOARD AND COMMITTEES 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 2023-24. 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.

22. 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 31^st March 2024, 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 31^st March, 2024 and of the profit and loss statement of the Company for the financial year ended 31^st March, 2024; (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.

23. 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.

24. RELATED PARTY TRANSACTIONS

During the financial year 2023-24, 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 for FY 2023-24 and estimated transactions for FY 2024-25.

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.

25. 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 186 of 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.

26. 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.

27. 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 is also available on the website of the Company www.ishandyes.com.

28. 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 for the Company. The philosophy for CSR activity of the Company is mainly focused in the various areas of rural infrastructure development, social upliftment, education, promotion of healthcare and sanitation, ensuring environmental sustainability and promoting rural sports.

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

Further, during the immediately preceding financial year i.e. FY ended 31^st March, 2023, the Company does not fall under the criteria as mentioned under Section 135 (1) of the Companies Act, 2013 on the following grounds:

Net Worth of the Company as on 31^st March 2023	INR 1,01,55,67,489.73/-
Turnover of the Company as on 31^st March, 2023	INR 64,70,81,107/-
Net Profit (as computed under Section 198 of the Companies Act, 2013) as on 31^st March, 2023	INR (1,22,81,824/-)

29. AUDITORS AND AUDITORS' REPORT

Statutory Auditors:

At the 29^th Annual General Meeting held on 26^th September 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 34^th 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 7^th May 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 31^st AGM of the Company.

The Auditors' Report for Financial Year ended 31^st March 2024 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 - [B]" 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 31^st March 2025. 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 thereunder.

Internal Auditor:

Pursuant to the provision of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Company has appointed M/s K. D. Dave & Co, Chartered Accountants, as Internal Auditors of the Company, to undertake the Internal Audit of the Company for FY 2023-24.

The Internal Audit Report issued by the Internal Auditor was present before the Audit Committee and the Board of Directors of the Company.

Based on the recommendation of the Audit Committee, the Board of Directors of the Company has appointed M/s K. D. Dave & Co, Chartered Accountants as the Internal Auditor of the Company for the financial year ending 31st March 2025. 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 thereunder.

30. 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.

31. ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the financial year 2023-2024 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder. 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.

32. 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.

33. 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 31^st March 2024 in relation to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is annexed herewith as "Annexure - [C]" to this Report.

34. 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.

35. 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.

36. 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.

37. OTHER DISCLOSURES

? During the financial year 2023-24, 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 2023-24, no application was made, or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016. ? During the financial year 2023-24, 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 2023-24.

38. 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/-

Piyush N. Patel

Chairman & Managing Director

DIN 00450807

30^th August 2024

Ahmedabad