Your Directors have pleasure in presenting their 34th Annual Report and the AuditedAccounts of the Company for the year ended 31st March 2018.
| ||(Rs in Lacs) ||(Rs in Lacs) |
|PARTICULARS ||2017-2018 ||2016-2017 |
|Total Income ||2734.17 ||2132.42 |
|Turnover ||2662.30 ||2068.07 |
|Profit before Interest & Tax ||192.35 ||139.22 |
|Profit before Tax ||116.36 ||86.38 |
|Less: Provision for Taxation:- || || |
|Current year Tax ||7.74 ||16.76 |
|Deferred Tax & Earlier Year Tax ||28.42 ||(7.76) |
|Profit after Tax ||80.40 ||75.65 |
|Surplus B/f from the previous year ||722.65 ||662.13 |
|Balance Carried Forward ||786.96 ||722.65 |
|KEY INDICATORS || || |
|Share Capital ||499.23 ||499.23 |
|Reserve and Surplus ||1000.89 ||920.49 |
|Net worth ||1500.12 ||1419.72 |
|Fixed Assets ||1117.80 ||613.06 |
|Book Value per Share (Rs.) ||30.05 ||28.44 |
|EPS ||1.61 ||1.52 |
Your directors do not recommend for payment of dividend in respect of the financialyear ended 31st March 2018.
The country GDP growth for the year ended 31st March 2018 has been 6.60%.With 7.3% growth projected for the Financial year 2018-2019 India will be reversing thetwo year declining GDP growth.
Despite the short term costs the benefit of reforms such as implementation of GST andgovernment endeavour to ease business setup formalities will propel India s futuregrowth. Further Robust Direct Investment flows attracted by liberalized regulation willfurther bolster the Indian Economy As far as transport sector is concerned the year2017-2018 has been very challenging. However it is expected that with projected growth ofGDP for 2018-2019 and 2019-2020 industries in general will be greatly benefited withconsequential growth prospect for the transport sector.
The Total Income for the year ended 31 March 2018 has been Rs. 2734.17 Lacs as againstRs. 2132.42 lacs in the previous year showing Increase of Rs. 601.75 Lacs. Profit aftertaxation is Rs. 80.40 Lacs as against of Rs. 75.65 Lacs in the previous year.
The cost of fuel and running & maintenance expenses of trucks and tankers are thekey factors in the operation of the company. In respect of the financial year 2018-19 itis likely that these expenses will considerably increase and consequently the bottom lineof your company will be adversely affected. It is however expected that with increase inGDP growth rate the transport sector will get significant boost. It is surmised that thepresent GDP of dollar 2.5 trillion will go up to dollar 10 trillion by 2030 and the Indianeconomy will become the 3rd largest economy of the world. This growth in GDPcannot take place without massive industrialization. This scenario augers well fortransport sector.
During the year under review the Company has not issued shares of any kind. The paidup share capital of the Company stands at Rs. 49923000 comprising of 4992300 equity sharesof Rs. 10 each as on 31/03/2018.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review Mr. Lalit Kumar Jain (DIN 03577602) and Mr. Bhag ChandJain (DIN 00014717) resigned from the directorship of the Company w.e.f 19thMarch 2018 and 03rd March 2018 respectively. Further Mr. Vikash Jain (DIN00066691) was appointed as an Additional and Independent Director on the Board w.e.f 12thMarch 2018. He will hold office till the conclusion of the forthcoming Annual GeneralMeeting. The company has received a notice in writing from a member of the Companyproposing his candidature for the position of Independent Director in the forthcomingAnnual General Meeting.
Mr. Asish Narayan resigned from the post of Company Secretary w.e.f 23rdSeptember 2017. In his place Mr. Robin Keshri was appointed as Company Secretary w.e.f 24thMay 2018.
Pursuant to Section 152 of the Companies Act 2013 Mr. Sanjay Jain (DIN 00167765)Managing Director retires by rotation at the forth coming Annual General Meeting andbeing eligible has offered himself for reappointment. Your Board has recommended hisre-appointment.
COMPANY S POLICY ON DIRECTORS APPOINTMENT AND PAYMENT OF REMUNERATION
The Company s policy on Directors appointment and remuneration including criteria fordetermining qualifications positive attributes attributes of independence of directorsand other related matters provided under Section 178(3) of the Companies Act 2013 arecovered under the Company s policy as referred above. Further information about elementsof remuneration package of individual director is provided in the extract of the Annualreturn as per Section 92(3) of the Companies Act 2013 and is annexed hereto and marked asAnnexure I in the prescribed form MGT - 9 and forms part of this report. It is alsoavailable on the website of the Company.
DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors fulfill the criteria of Independence specified in Section149(6) of the Companies Act 2013 and Rules made there under and also meet requirement ofregulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. The Independent Directors of the Company have filed their respective declarationwith the Company at the beginning of the Financial Year 2018-2019 affirming that theycontinue to meet the criteria for Independence as provided in Section 149 of the CompaniesAct 2013 in respect of their position as Independent Director of the Company .
CORPORATE SOCIAL RESPONSIBILITY
Your company is not required to spend any sum on Corporate Social Responsibility forthe Financial year 2017-2018 since the related criteria s laid down in Section 135 ofCompanies Act 2013 are not applicable to your company. Hence no report on CorporateSocial Responsibility is given.
MEETINGS OF THE BOARD
In the financial year 2017-2018 the Board of Directors met Nine times on 29thMay 2017 29th July 2017 14th August 2017 12thSeptember 2017 23rd September 2017 14th November 2017 14thFebruary 2018 12th March 2018 and 19th March 2018.
Evaluation of performance of all the Directors is undertaken annually. The Company hasimplemented a system of evaluating performance of the Board of Directors and o itsCommittees and individual Directors on the basis of a structured questionnaire whichcomprises evaluation criteria taking into consideration various performance relatedaspects.
The Board of Directors has expressed its satisfaction with the evaluation process.
One separate meeting of the Independent Directors was held during the year 2017-2018which reviewed the performance of the Non Independent Directors and the chairman of theBoard. It also reviewed the performance of the Board as a whole and assessed the qualityquantity and timeliness of flow of information between the Company management and theBoard and its members that is necessary for the Board to effectively and reasonablyperform the duties.
DIRECTORS RESPONSIBILITY STATEMENT
As required under Section 134 (5) of the Companies Act 2013 based on the informationand representations received from the operating management The following were confirmed :
(a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with the proper explanation relating to material departures; (b) Thedirectors have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitand loss of the Company for the period; (c) The directors have taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisionsof this Act for safeguarding the assets of the Company and for preventing and detectingfraud and other irregularities; (d) The directors have prepared the annual accounts on agoing concern basis; (e) The directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively; (f) The directors have devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.
MATERIAL CHANGES AND COMMITMENTS
There was no material changes and commitments made affecting the financial position ofthe company between the end of the Financial year to which it relates and date of thereport.
There were no significant and material orders passed by any regulators or courts ortribunal impacting the going concern status and Company s operation in future.
During the year under review your Company did not accept/ renew any deposits coveredunder Chapter V of the Companies Act 2013 and the rules made there under and as such noamount of principal or interest is outstanding as on the date of balance sheet.
The Equity shares of your Company are listed on the Bombay Stock Exchange Ltd (BSE) andthe code is 530259. The listing fee for the year 2018-19 has been paid to Bombay StockExchange Ltd (BSE).
EXTRACT OF THE ANNUAL RETURN
The extract of annual return in Form MGT 9 forms part of the Board s report and isattached as Annexure - I.
SECRETARIAL AUDIT REPORT
In terms of Section 204 of the Companies Act 2013 M/s. Rantu Das & AssociatesPracticing Company Secretaries have submitted Secretarial Audit Report for 2017-18. Thereport of Secretarial Auditor is enclosed as Annexure II. The observations made by theSecretarial Auditor is self explanatory and does not need any further elaboration.
RE-APPOINTMENT OF SECRETARIAL AUDITOR
The Board has re-appointed M/s. Rantu Das & Associates Practicing CompanySecretaries as Secretarial Auditor for financial year 2018-19.
M/s Vasudeo & Associates (Firm Regn No. 319299E) was appointed as StatutoryAuditor of the company for a period of 5 years in the last 33rd Annual GeneralMeeting held on 21st September 2017 from the conclusion of that Annual GeneralMeeting till the conclusion of Annual General Meeting to be held in the year 2022.
STATUTORY AUDITORS REPORT
The Auditor s Report to the Shareholders is self-explanatory and does not contain anyqualification adverse remark or observation.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013
Details of loans guarantees or investments covered under the provisions of Section 186of the Companies Act 2013 forms part of the notes to the Financial Statements.
PARTICULARS OF EMPLOYEES
None of the employees are drawing remuneration exceeding Rs.850000/- per month or Rs.10200000/- per year. Hence no requisite details are furnished.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Woman at Workplace (Prevention Prohibition And Redressal)Act 2013 . Internal Complaints Committee (ICC) has been set up to redress complaintsreceived regarding Sexual Harassment.
All employees (Permanent Contractual Temporary Trainees) are covered under this Act.
The following is the summary of Sexual Harassment complaints received and disposed offduring the year 2017-2018: No. of Complaints received : NIL
No. of Complaints disposed off : NIL
The Company has followed the applicable provisions of Secretarial Standard I andSecretarial Standard II of the Institute of Company Secretaries of India.
The Company has an approved risk management policy by the Board. Risk evaluation andmanagement is ongoing process within the organization and is periodically reviewed by theBoard of Directors.
RELATED PARTY TRANSACTIONS
The details of Related Party Transactions are covered under note No. 29 of Notes toAccounts for 2017-2018 of the Company. Your Company has to state that the Related PartyTransaction have been entered in the ordinary course of business and are at an arms lengthbasis.
PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNING AND OUTGO:
Your Company being a Transport company has no activity relating to conservation ofenergy or technology absorption to be declared pursuant to Section 134 of the CompaniesAct 2013.
There is no earning or outgo of Foreign Exchange during the year under review.
Your Directors wish to place on record their appreciation of the assistance and co-operation extended to the Company by commercial Banks Government of India various StateGovernments Share Holders and all others stake holders continued support has been asource of strength to the Company. Your Directors also wish to place on record theirsincere appreciation of contribution and high level of commitment of every employee of theCompany.
|Registered Office : ||By Order of the Board |
|Poddar Point. South Wing ||For Inter State Oil Carrier Limited |
|5th Floor. 113 Park Street || |
|Kolkata 700 016 || |
|Dated : 29 th May 2018 ||Shanti Lal Jain |
| ||(Chairman) |