Directors Report of Ishita Drugs & Industries Ltd.

Mar 31, 2015

Dear Members,

We have pleasure in presenting the Twenty- Second Annual Report together with the Audited Accounts of your Company for the year ended on 31st March-2015.

WORKING RESULTS

Rs. in Lacs

For the year For the year ended ended 31.03.2015 31.03.2014

Turnover & other incomes 770.92 736.19

Operating gross profit 48.30 45.17

Financial Charges (4.20) (3.11)

Depreciation (15.27) (11.59)

Profit before tax & after 28.83 30.47

exceptional items

Provision for Income Tax (9.51) (11.03)

Provision for Deferred Tax 0.49 (0.23)

Previous period adjustment 2.35 1.22

Net profit / loss (-) 22.16 20.42

DIVIDEND

With a view to consolidate the financial position of the Company, the Board has not recommended any dividend for the year under review.

BUSINESS OPERATIONS & FINANCIAL PERFORMANCE

The economic and business environment in the country, during the year under review, continued to be subdued. Despite this, the company posted a growth in revenues to Rs. 770.92 lakh from Rs. 736.19 lakh in the previous year.

The increase in revenues has also led to a corresponding increase in the operating profits of the company from Rs. 45.17 lakh in the previous year to Rs. 48.30 lakh during the year under review. Due to a change in the method of calculation of Depreciation as per Companies Act 2013, the depreciation for the year under review increased to Rs. 15.27 lakh compared to Rs. 11.59 in the previous year. This led to a lower Profit before Tax of Rs. 28.83 lakh in the year under review compared to Rs. 30.47 lakh in the previous year.

However, due to lower tax provisioning, the net profit of the company during the year under review increased to Rs. 22.16 lakh compared to Rs.20.42 lakh in the previous year.

FUTURE OUTLOOK

In the current year, there are some initial signs of a revival in the economy. The Board is hopeful that with improvement in the business sentiment, the company would be able to improve its performance in the current year, especially with regards to its exports.

With a view to diversify the risks, the Company also intends to increase its merchant exports of other goods and commodities. The Company is also trying to explore other export markets.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

Review the adequacy and effectiveness of the Company's system and internal controls. Review and discuss with the Management the Company's major financial risk exposures and steps taken by the Management to monitor and control such exposure.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

Your Company does not have any Subsidiary or Joint Venture or Associate Company.

FIXED DEPOSIT

The Company has not accepted any fixed deposit from the public during the year. (PY Rs.NIL).

STATUTORY AUDITORS

The Company, in its last annual general meeting, had appointed M/s. Kishor Goyal & Co. as auditors for the year 2014-15. The remarks made in the Auditors' report are self-explanatory. M/s. Kishor Goyal & Co., Chartered Accountants, Ahmedabad, the retiring auditors, offer themselves for reappointment.

SHARE CAPITAL

The paid up capital of the Company is /-. 2,99,03,000/-. Your Company has not issue any kind of Shares during the financial Year ending on 31st March, 2015.

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in Form No.MGT - 9 shall form part of the Board's report and is set out at Annexure A to this Report.

PARTICULARS OF EMPLOYEE

There are no employees employed by the Company through out the financial year or for a part of the financial year who were drawing remuneration as per the limit provided in section 217 (2A) of the Companies Act, 2013 and therefore there are no details required to be given in the report.

DIRECTORS

(a) Mr. Niranjan Agrawal (DIN 06503361) and Dr. S. K. Agrawal (DIN 00808820) retire by rotation, and being eligible, have offered themselves for reappointment. The Board recommends their re-appointment.

(b) Declaration by an Independent Director(s) and re- appointment, if any: A declaration by an Independent Directors that they meet the criteria of independence as provided in sub-section (7) of Section 149 of the Companies Act, 2013 has been received and taken on note.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company promotes ethical behavior in all its business activities and has put in implementation of a mechanism wherein the Employees are free to report illegal or unethical behavior, actual or suspected fraud or violation of the Company's Codes of Conduct or Corporate Governance Policies or any improper activity to the Chairman of the Audit Committee of the Company or Chairman of the Company or the Compliance Officer. The Whistle Blower Policy has been appropriately communicated within the Company. Under the Whistle Blower Policy, the confidentiality of those reporting violation(s) is protected and they are not subject to any discriminatory practices. No personnel have been denied access to the Audit Committee.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. The details of the investments made by company is given in the notes to the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto shall be disclosed in Form No. AOC -2. However your company has not entered in any transaction attracting provision of Section 188 of Companies Act,

2013. Hence AOC-2 is not required to be attached.

DISCLOSURES RELATING TO MANAGERIAL REMUNERATION

The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors / employees of your Company is set out in Annexure B to this Report .

Your Company does not have any employee, who was in receipt of remuneration in excess of limits specified in the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

SECRETARIAL AUDIT

A Secretarial Audit Report given by Ms. Meenu Maheshwari , a company secretary in practice (C.P. No. 8953 ) is set out as Annexure C to this Report.The Report contains observation about non-payment of listing fees within the prescribed time. However, your Company has protested and disputed the unprecedented abnormal increase in listing fees for the year under review and written to the concerned stock exchange. The shares of the Company continue to be actively listed and traded on the said stock exchange

RISK MANAGEMENT POLICY

A statement indicating development and implementation of a risk management policy for the Company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company.

The Board of Directors has duly developed and implemented a risk management policy for the company.

CODEOFCONDUCT

The Board has laid down a Code of Conduct for Board Members and for Senior Management and Employees of the Company ("Code"). All the Board Members and Senior Management Personnel have affirmed compliance with these Codes. A declaration signed by the Managing Director to this effect is enclosed at the end of this Report.

The Board has also laid down a Code of Conduct for Independent Directors pursuant to section 149(8) and Schedule IV to the Companies Act, 2013 via terms and conditions for appointment of Independent Directors, which is a guide to professional conduct for Independent Directors and is uploaded on the website of the Company.

DISCLOSURE UNDER THE SEXUAL HARRASMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL ACT, 2013

The Company has been employing about one woman employee. The Company has in place an Anti harassment policy in line with the requirements of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee is set up to redress complaints received regularly, is monitored and directly report to the Chairman & Managing Director. There was no compliant received from employee during the financial year 2014-15 and hence no complaint is outstanding as on 31.03.2015 for Redressal.

DIRECTOR RESPONSIBILITY STATEMENT :YOUR DIRECTORS CONFIRM

i. that in the preparation of annual accounts, the applicable accounting standards have been followed;

ii. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2015 and of the profit of the Company for the year;

iii. that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013, for safeguarding the assets of the Company for preventing and detecting fraud and other irregularities;

iv. That the Directors have prepared the annual accounts on a going concern basis.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The statement containing the necessary information required under Section 134 of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 [Chapter IX] is annexed herewith at Annexure D.

CORPORATE GOVERNANCE

Provisions of Clause 49 of the Listing Agreement relating to corporate governance are not applicable to the Company. However, with a view to increase investors' trust and transparency in its operations, the Board has decided to voluntarily adopt and follow some of the provisions of the Clause 49 of the Listing Agreement. A separate Report on Corporate Governance forms part of this Annual Report. ACKNOWLEDGMENT

We wish to place on record our deep appreciation of the co-operation and assistance received by the Company from the staff and employees. We further wish to thank our bankers for their continued support to the Company.

For and on behalf of the Board

Sd/-

Place: Ahmedabad Jagdish Agrawal Dated: 29,h May, 2015 Managing Director

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Mar 31, 2014

Dear Shareholders,

We have pleasure in presenting the Twenty-first Annual Report together with the Audited Accounts of your Company for the year ended on 31st March-2014

WORKING RESULTS in Lacs For the year For the year ended ended 31.03.2014 31.03.2013

Turnover & other incomes 736.19 1195.63

Operating gross profit 45.17 73.24

Financial Charges (3.11) (2.90)

Depreciation (11.59) (9.25)

Profit before tax 30.47 61.09

Provision for Income Tax (11.03) (18.00)

Provision for Deferred Tax Assets (0.23) (1.75)

Previous period adjustment 1.22 0.45

Net profit / loss (-) 20.42 41.80

DIVIDEND

With a view to consolidate the financial position of the Company, the Board has not recommended any dividend for the year under review.

BUSINESS OPERATIONS & FINANCIAL PERFORMANCE

The operations of the company, during the year under review, were affected by the downturn in the economy across all industries, in India as well as in the rest of the world. The revenues of the company decreased to ''. 736.19 lakh compared to '' 1195.63 lakh in the previous year. The dip in revenues was mostly on account of reduction in exports (direct and indirect) of the company, from '' 802.71 lakh in the previous year to '' 343.67 lakh during the period under review.

The decrease in revenues has also led to a corresponding decrease in the net profits of the company from '' 41.80 lakh in the previous year to '' 20.42 lakh during the year under review.

During the year, the company continued to explore alternate export products and markets, as per the guidelines of the Board. As part of this strategy, your company participated and exhibited at THE INDIA SHOW, Almaty, Kazakhstan, organized from 27th - 30th March 2014. THE INDIA SHOW at Almaty, Kazakhstan was an initiative of the Government of India, Ministry of Commerce & Industry, Department of Commerce, in close association with the Embassy of India in Kazakhstan and Confederation of Indian Industry (CII), to promote Indian Industry in that market. Kazakhstan is a relatively unexplored, untapped market and the participation in the show helped the company meet potential customers. The company has been receiving a few enquiries from Kazakhstan after the participation.

FUTURE OUTLOOK

In the current year, there are some initial signs of a revival in the economy. The Board is hopeful that with improvement in the business sentiment, the company would be able to improve its performance in the current year, especially with regards to its exports.

To increase its exports to semi regulated markets, the company plans to undertake upgradation of its facilities in the current year to GMP standards. This would open up newer markets for its products and help in improving the revenues and profits of the company.

PERSONNEL

Particulars of employees pursuant to Section 217(2A) of the Companies Act, 1956 are not applicable since none of employees is in receipt of remuneration in excess of the limits specified therein during the year under review.

DIRECTORS

Mrs. Abha Agrawal (DIN 01589479) and Mr. Govind Gupta (DIN 00052690) retire by rotation, and being eligible, have offered themselves for reappointment. The Board recommends their re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors confirm:

i. that in the preparation of annual accounts, the applicable accounting standards have been followed;

ii. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2014 and of the profit of the Company for the year;

iii. that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the Company for preventing and detecting fraud and other irregularities;

iv. that the Directors have prepared the annual accounts on a going concern basis.

FIXED DEPOSITS

The Company has not accepted any fixed deposit from the public during the year. (PY '' NIL).

STATUTORY AUDITORS

The Company, in its last annual general meeting, had appointed M/s. Kishor Goyal & Co. as auditors for the year 2013-14. The remarks made in the Auditors'' report are self-explanatory.

M/s. Kishor Goyal & Co, Chartered Accountants, Ahmedabad the retiring auditors, offer themselves for reappointment.

COST AUDITOR

Pursuant to the Government Order no.52/26/CAB-2010 dated 02/05/ 2011 under Section 233B of the Companies Act, 1956, the Company has appointed M/s. Dalwadi & Associates, Cost Accountants, Ahmedabad (Registration No. 0338) as the Cost Auditor of the Company for the Financial year ended 31st March, 2014, for audit of cost accounting records relating to the products manufactured by your company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The statement containing the necessary information required under Section 217(1)(e) of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 is annexed herewith.

CORPORATE GOVERNANCE

Provisions of Clause 49 of the Listing Agreement relating to corporate governance are not applicable to the Company. However, with a view to increase investors'' trust and transparency in its operations, the Board has decided to voluntarily adopt and follow some of the provisions of the Clause 49 of the Listing Agreement. A separate Report on Corporate Governance forms part of this Annual Report.

ACKNOWLEDGMENT

We wish to place on record our deep appreciation of the co-operation and assistance received by the Company from the staff and employees. We further wish to thank our bankers for their continued support to the Company. For and on behalf of the Board

Sd/- Place: Ahmedabad Jagdish Agrawal Dated: 26th May, 2014 Managing Director

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Mar 31, 2013

Dear Shareholders,

The have pleasure in presenting the Twentieth Annual Report together with the Audited Accounts of your Company for the year ended on 31st March-2013.

WORKING RESULTS

Rs.in Lacs For the year For the year ended ended 31.03.2013 31.03.2012

Turnover & other incomes 1195.63 550.69

Operating gross profit 73.24 41.59

Financial Charges (2.90) (2.81)

Depreciation (9.25) (7.83)

Profit before tax 61.09 30.95

Provision for Income Tax (18.00) (9.00)

Provision for Deferred Tax Assets (1-75) (1.16)

Previous period adjustment 0.45 (0.03)

Net profit / loss (-) 41.80 20.77

DIVIDEND

With a view to consolidate the financial position of the Company, the Board has not recommended any dividend for the year under review.

BUSINESS OPERATIONS & FINANCIAL PERFORMANCE

The Board is pleased to report that during the year under review, the revenues of the company increased significantly to Rs. 1195.63 lakh (PY Rs. 550.69 lakh), despite the overall downturn in the economy worldwide. This is the highest turnover achieved by the company since it went into commercial production.

The growth in revenues was driven largely by the increase in the direct and indirect exports of the company, which shot up to Rs. 814.38 lakh (PY Rs. 74.91 lakh). The increase in exports was the direct result of the Board''s strategy to focus on alternate export products and markets, as outlined in the Board''s report for the previous year.

The increase in revenues has also led to a corresponding increase in the net profits of the company from Rs. 20.77 lakh in the previous year to Rs. 41.80 lakh during the year under review.

FUTURE OUTLOOK

In the current year, the economic scenario has taken a turn for the worse in India as well as in major countries around the world. The company intends to maintain its focus on alternate export products and markets, so as to maintain its growth in the year under review.

PERSONNEL

Particulars of employees pursuant to Section 217(2A) of the Companies Act, 1956 are not applicable since none of employees is in receipt of remuneration in excess of the limits specified therein during the year under review.

DIRECTORS

Mr. P. R. Rastogi and Dr. S. K. Agrawal retire by rotation, and being eligible, have offered themselves for reappointment. The Board recommends their re-appointment.

The Board of Directors appointed Mr. Niranjan Agrawal as Additional Director with effect from January 25, 2013. Pursuant to the provisions of section 260 of the Act, Mr. Niranjan Agrawal holds office of Director till the date of the ensuing Annual General Meeting. Approval of shareholders is required under section 257 of the Act for appointment of Mr. Niranjan Agrawal as Director, liable to retire by rotation. Hence, it is proposed to appoint Mr. Niranjan Agrawal as Director, liable to retire by rotation, with the approval of shareholders at the ensuing AGM.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors confirm:

i. that in the preparation of annual accounts, the applicable accounting standards have been followed;

ii. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2013 and of the profit of the Company for the year;

iii.that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the Company for preventing and detecting fraud and other irregularities;

iv. that the Directors have prepared the annual accounts on a going concern basis.

FIXED DEPOSITS

The Company has not accepted any fixed deposit from the public during the year. (PY Rs. NIL).

STATUTORY AUDITORS

The Company, in its last annual general meeting, had appointed M/s. Kishor Goyal & Co. as auditors for the year 2012-13. The remarks made in the Auditors'' report are self-explanatory.

M/s. Kishor Goyal & Co, Chartered Accountants, Ahmedabad the retiring auditors, offer themselves for reappointment.

COST AUDITOR

Pursuant to the Government Order no.52/26/CAB-2010 dated 02/05/ 2011 under Section 233B of the Companies Act, 1956, the Company has appointed M/s. Dalwadi & Associates, Cost Accountants, Ahmedabad (Registration No. 0338) as the Cost Auditor of the Company for the financial year ended 31st March, 2013, for audit of cost accounting records relating to the products manufactured by your company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The statement containing the necessary information required under Section 217(1)(e) of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 is annexed herewith.

CORPORATE GOVERNANCE

Provisions of Clause 49 of the Listing Agreement relating to corporate governance are not applicable to the Company. However, with a view to increase investors'' trust and transparency in its operations, the Board has decided to voluntarily adopt and follow some of the provisions of the Clause 49 of the Listing Agreement. A separate Report on Corporate Governance forms part of this Annual Report.

ACKNOWLEDGMENT

We wish to place on record our deep appreciation of the co-operation and assistance received by the Company from the staff and employees. We further wish to thank our bankers for their continued support to the

For and on behalf of the Board

Sd/-

Place: Ahmedabad Jagdish Agrawal

Dated: 25,h May, 2013 Managing Director

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Mar 31, 2010

We have pleasure in presenting the Seventeenth Annual Report together with the Audited Accounts of your Company for the year ended on 31st March-2010.

WORKING RESULTS

Rupees in Lacs

For the year For the year

ended ended

31.03.2010 31.03.2009

Turnover & other incomes 657.61 503.29

Operating gross profit 78.81 67.89

Financial Charges (3.84) (3.17)

Depreciation (18.71) (25.04)

Profit before tax 56.26 39.68

Fringe Benefit Tax (0.00) (0.32)

Provision for Income Tax (19.00) (4.90)

Deferred Tax Assets 1.54 5.31

Net profit / loss (-) 38.80 39.77

Previous period adjustment (12.75) (3.95)



DIVIDEND

With a view to consolidate the financial position of the Company, the Board has not recommended any dividend for the year under review.

BUSINESS OPERATIONS & FINANCIAL PERFORMANCE

The total income of the company has seen a healthy growth of 30% from Rs. 503.29 lakh in the PY to Rs. 657.61 lakh in the year under review. Part of the increase was on account of the Companys strategy to focus on high-volume, low-margin products, which helped improved capacity utilization. The exports of the company also increased to Rs. 220.49 lakh (PY Rs. 92.02 lakh). The Profit before tax of the company has increased to Rs.56.26 lakh (PY 39.68 lakh).

During the year under review, the Company has started doing export business through some very reputed, international companies, and is looking to work closely with them for the next few years. The increase in business would reflect in the sales of this company from the current year onwards.

The Board of the Company decided to commence business activities, as per the opportunities available, in agri-commodities and other such areas. This decision of the Board was approved by the shareholders at the EGM held on March 4, 2010.

FUTURE OUTLOOK

The Company is actively looking at alternate business opportunities to spread the business risk and to better utilize the funds of the company. To this end, the Company has started investing its surplus funds in agri- commodities, vegetable and palm oil etc.

PERSONNEL

Particulars of employees pursuant to Section 217(2A) of the Companies Act, 1956 are not applicable since none of employees is in receipt of remuneration in excess of the limits specified therein during the year under review.

DIRECTORS

Mr. Govind Gupta and Mrs. Abha Agrawal retire by rotation, and being eligible, have offered themselves for reappointment. The Board recommends their re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm:

i. that in the preparation of annual accounts, the applicable accounting standards have been followed;

ii. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2010 and of the profit of the Company for the year;

iii. that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the Company for preventing and detecting fraud and other irregularities;

iv. that the Directors have prepared the annual accounts on a going concern basis.

FIXED DEPOSITS

The Company has not accepted any fixed deposit from the public during the year. (PY Rs.NIL).

AUDITORS

The Company, in its last annual general meeting, had appointed M/s. Kishor Goyal & Co. as auditors for the year 2009-10. The remarks made in the Auditors report are self-explanatory.

M/s. Kishor Goyal & Co, Chartered Accountants, Ahmedabad the retiring auditors, offer themselves for reappointment.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The statement containing the necessary information required under Section 217(1)(e) of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 is annexed herewith.

CORPORATE GOVERNANCE

Provision of Clause 49 relating to corporate governance is not applicable to the Company. However, disclosure as per Part II, Schedule XIII of the companies Act 1956,are given below :

- No remuneration by way of salary , sitting fees, performance based incentive or any stock option given to any of the Directors except Mr.Jagdish Agrawal, Managing Director.

- The remuneration of Rs.900000/- by way of salary has been paid to Mr. Jagdish Agrawal, Managing Director, for the financial year 2009-10. The company has not given any performance based incentive or perquisites to Managing Director. The current tenure of the Managing Director is for a period of five years from the date of his appointment i.e from 15.10.2007 to 14.10.2012.

- All directors , except the Managing Director, retire by rotation every 2 years.

ACKNOWLEDGMENT

We wish to place on record our deep appreciation of the co-operation and assistance received by the Company from the staff and employees. We further, wish to thank our bankers for their continued support to the Company.

For and on behalf of the Board

Sd/-

Place: Ahmedabad Jagdish Agrawal

Dated: 20n August, 2010 Managing Director