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ISF Ltd.

BSE: 526859 Sector: Financials
NSE: N.A. ISIN Code: INE973B01026
BSE 10:39 | 09 Feb 2.03 0.03
(1.50%)
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NSE 05:30 | 01 Jan ISF Ltd
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VOLUME 52441
52-Week high 31.50
52-Week low 1.90
P/E 33.83
Mkt Cap.(Rs cr) 19
Buy Price 2.01
Buy Qty 991.00
Sell Price 2.03
Sell Qty 430.00
OPEN 2.00
CLOSE 2.00
VOLUME 52441
52-Week high 31.50
52-Week low 1.90
P/E 33.83
Mkt Cap.(Rs cr) 19
Buy Price 2.01
Buy Qty 991.00
Sell Price 2.03
Sell Qty 430.00

ISF Ltd. (ISF) - Director Report

Company director report

To

The Members of ISF Limited

Your Board of Directors is pleased to present the Thirty-Fourth (34th) Annual Report onthe business and operations of the Company along with Audited Financial Statements for theFinancial Year ended 31st March 2022. The economic contraction in first halfof FY 2021-22 was very challenging due to covid-19 nationwide lockdown however businessactivities returning to normalcy due to its zeal and commitment. The Company has witnessedgradual recovery in the demand back its pre-covid scenario.

The financial highlights are as follows: -

1. FINANCIAL RESULTS:

The financial results of the Company for the financial year ended on 31st March 2022are as follows:

Particular As on 31st March2022 As on 31stMarch 2021
(In Lakh) (In Lakh)
Revenue from Operations 163.50 135.71
Other Income 0.19 110.32
Total Income 163.19 246.03
Total Expenses 80.40 185.96
Profit Before Tax 83.29 60.08
Extraordinary Items
Less: Income Tax (Current Year) (21.68) (14.00)
Less: Deferred Tax " 0.00 ‘ (1.87)
Less: Previous Year Tax (2.69) (9.80)
Profit/(Loss) after tax 58.92 34.41

2. RESULTS OF OPERATIONS & STATE OF COMPANY'S AFFAIRS

The Company is a Non-Banking Finance Company (NBFC) registered with Reserve Bank ofIndia (RBI). During the financial year under review the Company recorded a turnover ofRs. 163.50 Lakh during the year against Rs. 135.71 Lakh in the previous year and theCompany has earned a profit after tax of Rs. 58.92Lakh as compared to profit after tax ofRs. 34.41 Lakh in the previous financial year. The management of the Company is puttingtheir best efforts to improve the performance of the Company.

During the year the Company has performed modestly despite of challenging economicconditions and other related factors we are able to maintain profits and steady revenuein the Company. The Directors are relentlessly striving for betterment of the business andgrowth of the Company. They are optimistic about the future and expect the business toperform well in the forthcoming year.

3. CHANGE IN THE NATURE OF BUSINESS

There were no changes in the nature of Business of the Company during the financialyear

4. SHARE CAPITAL AND DEBT STRUCTURE

During the year period under review there were no Change in the Capital Structure ofthe Company. The Authorized Share Capital of the Company is Rs. 350000000/- (RupeesThirty-Five crores only) divided into 350000000/- (Rupees Thirty-Five crores only)Equity Shares of INR 1/- each. As on March 31 2022 the paid-up share capital of theCompany is Rs. Rs. 95000000/- (Rupees Nine crores Fifty Lakh) divided into 95000000Equity Shares of INR 1/- each.

a) Bonus Issue

As per Section 63 of Companies Act 2013 and rule 14 of Companies (Share Capital andDebenture) Rules 2014 during the period under review your Company has not issue bonusshares.

b) Issue of equity shares with differential rights

As per Section 43(2) of Companies Act 2013 and rule 4 (4) of Companies (Share Capitaland Debentures) Rules 2014 during the period under review your Company has not issuedequity shares with differential rights.

c) Issue of sweat equity shares

As per Section 54 of Companies Act 2013 and rule 8 (13) of Companies (Share Capitaland Debentures) Rules 2014 during the period under review your Company has not issuedSweat equity shares.

d) Issue of employee stock options

As per Section 62(1)(b) of Companies Act 2013 and rule 8 (13) of Companies (ShareCapital and Debentures) Rules 2014 during the period under review your Company has notissued Sweat equity shares.

e) Provision of money by Company for purchase of its own shares by employees or bytrustees for the benefit of employees

As per Section 68 of Companies Act 2013 and rule 16 (4) of Companies (Share Capitaland Debentures) Rules 2014 there are no voting rights exercised directly or indirectly bythe employees in respect of shares held by them.

5. DIVIDEND

The Board of Directors has not recommended any dividend for the financial year ended on31st March 2022. Since the Board have considered it financially prudent in the long-terminterest of the Company to re-invest the profits into the business of the Company to builda strong reserve base and grow the business of the Company.

6. TRANSFER TO RESERVES

During the year under review your Company has transferred Rs. 1568000/- to statutoryreserves as prescribed underRBI guidelines.

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THEFINANCIAL YEAR AND DATE OF REPORT

There have been no material changes and commitments were recorded during the financialyear which materially affects the financial position of the Company till the date of thisreport.

9. DEPOSIT

The Company being non-deposit taking NBFC has not accepted any deposits from thepublic during the year under review.

10. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE U/S 186 OF THECOMPANIES ACT2013

The particulars of Loans Guarantees and Investments have been disclosed in theFinancial Statements read together with Notes annexed to and forming an integral part ofthe Financial Statements.

11. CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of Section 135 of the Companies Act 2013 read with rules framedthereunder certain class of companies is required to spend 2% of its average net profitduring 3 preceding years on CSR activities. It also provides for formation of CSRcommittee of the Board. The rules prescribe the activities qualify under CSR and themanner of spending the amount. The company is not covered under section 135 of theCompanies Act 2013 and the rules framed there under for the financial year under review.

12. CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION- FOREIGNEXCHANGE EARNINGS AND OUTGO

The particulars as per the Companies (Accounts) Rules 2014 regarding conservation ofenergy technology absorption are as under:

(A) CONSERVATION OF ENERGY

Steps taken or impact on conservation of energy
The steps taken by the Company for utilizing alternate sources of energy N.A.
The capital investment on energy conservation equipment's

(B) TECHNOLOGY ABSORPTION

1. Efforts made towards technology absorption: N.A.

2. Benefits derived like product improvement cost reduction product development orimport substitution: N.A.

3. In case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year)-

Details of technology imported

N.A.

Year of Import
Has technology been fully absorbed
If not fully absorbed areas where absorption has not taken place and the reasons thereof

4. Expenses incurred on Research and Development

During the period under review particulars regarding expenditures on research anddevelopment are as under:

Particulars
Capital Expenditures
Recurring Expenditures N.A.
Total
Total Research and development expenses as % of turnover

5. Foreign exchange earnings and Outgo-

The Foreign Exchange earned in terms of actual inflows during the year- NIL The ForeignExchange outgo during the year in terms of actual outflows- NIL

13. INTERNAL FINANCIAL CONTROL SYSTEM

According to Section 134(5) (e) of the Companies Act 2013 the term financial control(IFC) means the policies and procedures adopted by the Company for ensuring the orderlyand efficient conduct of business including adherence to the Company's policiessafeguarding of its assets prevention and detection of frauds and errors accuracy andcompleteness of the accounting records and timely preparation of reliable financialinformation.

The Company has a well-placed proper and adequate Internal Financial Control Systemwhich ensures that all the assets are safeguarded and protected and the transactions areauthorized recorded and reported correctly.

To further strengthen the internal control process the Company has developed the verycomprehensive compliance management tool to drill down the responsibility of thecompliance from top management to executive.

14. SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary Joint Venture or Associate Company; henceprovisions of section 129(3) of the Companies Act 2013 relating to preparation ofconsolidated financial statements are not applicable.

15. PARTICULARS OF EMPLOYEES U/S 197(12) OF THE COMPANIES ACT. 201 3

In terms of the provisions of Section 197(12) of the Companies Act 2013 read with Rule5(2) and (3) of Chapter XIII the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 the relevant details are furnished below:

Name of the Director / Employee Prem Jain Kumar Vishal Dang Kamal Batra
Designation Whole-Time Director Whole-Time Director Chief Financial Officer
Remuneration received - 400000 300000
Nature of employment whether contractual or otherwise Permanent employee Permanent employee
Date of commencement of employment 08.05.2020 08.05.2020 13.11.2020
The age of such employee 64 32 60
The last employment held by such employee before joining the Company - - -
The percentage of equity shares held by the employee in the Company - 7.59% -
Whether any such employee is a relative of any director - - -

Notes:

1. There were confirmed employees on the rolls of the Company as on 31st March2022-07employees

2. Median remuneration of employees of the Company during the financial year 2021-2022was NIL

16. MANAGEMENT DETAILS/ INFORMATION

a) DIRECTORS & KEY MANAGERIAL PERSONNAL

The Company has following Directors along with changes made as on the date of thisreport:

S. No. " Name of the Director Designation
1 PREM JAIN KUMAR Whole Time Director
DIN:01151409_
2 RAVI KANTH KOTHURU Independent Director
DIN:01348930
3 GAYATHRI MUTTUR NAGARAJ Independent Director
DIN: 06742638
4 HARGOVIND SACHDEV ' ' Independent Director
DIN:08105319
5 VISHAL DANG Whole Time Director
DIN:07971525
6 NITIN BHARDWAJ " ' ' ' Company Secretary
7 KAMAL BATRA Chief Financial Officer

Further Ms. Shweta Aggarwal appointed as an Independent Director w.e.f. 07/05/2021 andshe resigned from the Company w.e.f. 24/06/2022 and Ms.Gayathri Muttur Nagarajhas beenappointed by the Board of Directors as Additional Independent Director in the place of Ms.Shweta Aggarwal w.e.f. 24/06/2022 subject to approval by members of the Company at ensuingGeneral Meeting of the Company.

Ms. Ekta Mundhra has been appointed as a Company Secretary of the Company w.e.f.24/04/2021 and resigned w.e.f. 16/12/2021 due to some pre-occupancy and Mr. Nitin Bhardwajhas been appointed as a Company Secretary of the Company w.e.f. 16/12/2021.

Mr. Hargovind Sachdev has been appointed as Additional Independent Director of theCompany w.e.f. 24/06/2022 subject to approval by members of the Company at ensuing GeneralMeeting of the Company.

Mr. Ankush Mittal has been appointed as an Additional Director of the Company w.e.f.02/09/2021 and has resigned from the Company w.e.f. 30.09.2021.

b) Directors seeking appointment and re-appointment

In terms of the provisions of the Act Mr. Vishal Dang (DIN: 07971525) Director ofthe Company retires by rotation and being eligible offers himself for re-appointment atthe ensuing Annual General Meeting. The Board recommends his re-appointment for theconsideration of the Members of the Company at the ensuing Annual General Meeting.

In case of appointment/reappointment of Directors the details of respective Directorsas stipulated under Secretarial Standard -2 on General Meeting are included in theAnnexure of Notice of Annual General Meeting.

c) Independent Directors and Declaration by Independent Directorfs)

In accordance with the requirement under the Companies Act 2013 and Company hasreceived necessary declaration from the Independent Directors to the effect that they meetthe criteria of independence as provided under Section 149(6) of the Act. In the opinionof the Board they fulfil the conditions specified in the Act and the Rules made thereunder for the appointment as Independent Directors and are independent of the management.

d) Mechanism of Performance Evaluation of the Board Committees and IndividualDirectors

In line with the provisions of section 134(3) of the Companies Act 2013 and Rules madethereunder read with the relevant provisions of the SEBI Listing regulations 2015 theBoard of Directors has carried out an annual evaluation of its own performance BoardCommittees and individual Directors. The performance of the Board of Directors and itsCommittees were evaluated on various parameters such as structure compositionexperience performance of specific duties and obligations quality of decision making andoverall effectiveness.

The performance of individual Directors was evaluated on parameters such as meetingattendance participation and contribution and independent judgment.

The Board members noted from time to time the suggestions/ inputs of IndependentDirectors Nomination Committee and Audit Committee and also discussed various initiativesto further improve the Board effectiveness.

In a separate meeting of Independent Directors held on 31.03.2022 performance ofnon-independent Directors performance of the Board as a whole and performance of theChairman was evaluated.

e) MEETINGS OF THE BOARD

The Company prepares the schedule of the Board Meeting in advance to assist theDirectors in scheduling their program. The agenda of the meeting is circulated to themembers of the Board well in advance along with necessary papers reports recommendationsand supporting documents so that each Board member can actively participate on agendaitems during the meeting.

The Board met Ten(10) times during the Financial Year 2021-2022 The Meetings were heldas on 09/04/2021 26/04/2021 07/05/2021 28/05/2021 28/06/2021 10/08/2021 02/09/202102/11/2021 16/12/2021 and 07/02/2022.The maximum interval between any two meetings didnot exceed 120 days.

S. No Name of the Director No of board Meetings held during the year during his/her tenure as Director No. of Meetings attended during the year
1. Vishal Dang 10 10
2. Prem Jain Kumar 10 10
3. Ravi KanthKothuru 10 10
4. Shweta Aggarwal 07 07
5. Ankush Mittal - -
6. Nalini Jolly 02 02

The 33rdAnnual General Meeting of the Company was held on 30th September2021.

17 POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMININGQUALIFICATIONS. POSITIVE ATTRIBUTES INDEPENDENCE AND OTHER MATTERS PROVIDED UNDER SECTION178 (3)

The Company has in place a Nomination & Remuneration Committee in accordance withthe requirements of the Companies Act 2013.

The Committee has formulated a policy on Director's appointment and remunerationincluding recommendation of remuneration of the key managerial personnel and otheremployees composition and the criteria for determining qualifications positiveattributes and independence of a Director and the policy is available on the website ofthe Company i.e. https://isflimited.in/team.php.

COMMITTEES OF THE BOARD

The Board committees play a crucial role in the governance structure of the Company andhave been constituted to deal with specific areas/ activities which concern the Companyand need a closer review. The Board committees are set up under the formal approval of theBoard to carry out clearly defined roles which are considered to be performed by themembers of the Board as a part of good governance practice. All decisions andrecommendations of the committees are placed before the Board for information or forapproval. The minutes of the meetings of all the committees are placed before the Boardfor their review.

The Board of ISF Limited currently has 3(Three) Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder's Relationship Committee

The major terms of reference of the Committees its composition and number of meetingsheld during the year ended March 31 2022 are as follows:

a) AUDIT COMMITTEE

The Composition of the Audit Committee as on 31st March 2022 is as follows:

Sr. No. Name of the Director DIN Designation in the Committee
1 Mr. Ravi KanthKothuru 01348930 Chairman & Member (Independent Director)
2 Ms. Shweta Aggarwal* 09145343 Member (Independent Director)
3 Mr. Prem Kumar Jain 01151409 Member (Whole Time Director)

* After the date of closure of financial year on March 31 2022 Ms. Shweta Aggarwalwho is Independent Director of the Company of the Company resigned w.e.f 24.06.2022 andthe Board has appointed Mr. Hargovind Sachdev as an Additional Independent Director in theCategory of Non-

executive Independent Director in place of Ms. Shweta Aggarwal for the period of 5(five) year w.e.f 24.06.2022 subject to approval of the shareholders in the ensuing AnnualGeneral Meeting.

Meetings of the Audit Committee

During the year the Audit Committee met 5 (Five) times. The details of the meetingsheld during the year ended March 31 2022 along with the attendance of Directors are asfollows:

S.No Date of Meeting

Total Number of members of the Committee associated as on the date meeting

Attendance

Numbers o%f Directors Attended of Attendance
1 26/04/2021 3 3 100
2 28/05/2021 3 3 100
3 10/08/2021 3 3 100
4 02/11/2021 3 3 100
5 07/02/2022 3 3 100

In case any person requires more information/ details regarding the Audit Committee theperson may access the Company's website at the link:https://isflimited.in/team.php.

b) NOMINATION AND REMUNERATION COMMITTEE

The major terms of reference of the Nomination and Remuneration Committee are asfollows^

-Identification of persons qualified to become directors and be appointed in seniormanagement in accordance with the criteria laid down recommend to the Board theirappointment and removal;

- Formulation of the criteria for determining qualifications positive attributes andindependence of a director;

- Specifying the manner for effective evaluation of performance of Board itscommittees and individual directors;

- Recommending to the Board a policy relating to the remuneration for the directorskey managerial personnel and other employees.

Composition of Nomination & Remuneration Committee as on 31st March2022 is as follows:

Sr. No. Name of the Director DIN Designation in the Committee
1 Mr.Ravi KanthKothuru 01348930 Chairman & Member (Independent Director)
2 Ms. Shweta Aggarwal* 09145343 Member (Independent Director)

* After the date of closure of financial year on March 31 2022 Ms. Shweta Aggarwalwho is Independent Directors of the Company resigned w.e.f. 24.06.2022 and the Board hasappointed Mr. Hargovind Sachdev and Ms. Gayathri Muttur Nagaraj as an AdditionalIndependent Director in the Category of Non-executive Independent Director for the periodof 5 (five) year w.e.f 24.06.2022 subject to approval of the shareholders in the ensuingAnnual General Meeting.

Meetings of the Nomination & Remuneration Committee

During the year the Committee met 05 (Five) times. The details of the meeting heldduring the year ended March 31 2022 along with the attendance of Directors are asfollows:

S.No

Date of Meeting

Total Number of members of the Committee associated as on the date meeting

Attendance

Number of Director%s Attended % of Attendance
1. 26/04/2021 3 3 100
2. 07/05/2021 3 3 100
3. 10/08/2021 3 3 100
4. 02/09/2021 3 3 100
5. 16/12/2021 3 3 100

Nomination & Remuneration Policy is uploaded on the website of the Company i.e. athttps://isflimited.in/team.php.

c) STAKEHOLDERS RELATIONSHIP COMMITTEE MEETING

The Board of Directors of the Company has constituted Stakeholders RelationshipCommittee under Section 178 of the Companies Act 2013.

The major terms of reference of the Stakeholders Relationship Committee include:

- Consideration & Resolution of the grievances of security holders of the Company;

-Reviewing of Transfer / Transmission requests / Demat / Remat requests of the securityshareholders and issuance of duplicate share certificate if any.

Composition of the Stakeholders Relationship Committee as on the date of the report:

Sr. No. Name of the Director DIN Position in the Committee
1 Ms. Shweta Aggarwal* 09145343 Chairman & Member (Independent Director)
2 Mr.Ravi Kanth Kothuru 01348930 Member (Independent Director)
3 Mr. Vishal Dang 07971525 Member (Whole Time Director)

* After closure of financial year Ms. Shweta Aggarwal who was Independent Directors ofthe Company of the Company resigned w.e.f 24.06.2022 and the Board has appointed Ms.Gayathri Muttur Nagaraj as an Additional Independent Director in the Category ofNon-executive Independent Director in place of Ms. Shweta Aggarwal for the period of 5(five) year w.e.f 24.06.2022 subject to approval of the shareholders in the ensuing AnnualGeneral Meeting.

Meetings of the Stakeholders Relationship Committee :

During the year the Stakeholders Relationship Committee met 04 (Four) times. Thedetails of the meeting held during the year ended March 31 2022 along with the attendanceof Directors are as follows:

S.No

Date of Meeting

Total Number of members of the Committee associated as on the date meeting

Attendance

Number of Directors Attended %of Attendance
1. 07/04/2021 3 3 100
2. 09/07/2021 3 3 100
3. 19/10/2021 3 3 100
4. 18/01/2022 3 3 100

INDEPENDENT DIRECTORS MEETING

The Independent Directors met on 31st March 2022 without the attendance ofNon-Independent Directors and members of the Management. The Independent Directorsreviewed the performance of Non-Independent Directors and the Board as a whole theperformance of the Chairman of the Company taking into account the views of ExecutiveDirector and Non- Executive Directors and assessed the quality quantity and timeliness offlow of information between the Company Management and the Board that is necessary for theBoard to effectively and reasonably perform its duties.

As per the provisions of the Companies Act 2013 read with Schedule IV following arethe Independent Directors of the Company as on 31st March 2022.

Sr. No. Name of member DIN Position
1. Mr. Ravi KanthKothuru 08627458 Non- Executive Independent Director m
2. Ms. Shweta Aggarwal* 09145343 Non-Executive Independent Director

* After closure of financial year Ms. Shweta Aggarwal who was Independent Directors ofthe Company resigned w.e.f 24.06.2022 and the Board has appointed Ms. Gayathri MutturNagaraj as an Additional Independent Director in the Category of Non-executive IndependentDirector in place of Ms. Shweta Aggarwal for the period of 5 (five) year w.e.f 24.06.2022subject to approval of the shareholders in the ensuing Annual General Meeting.

Mr. Hargovind Sachdev appointed as an as an Additional Independent Director in theCategory of Nonexecutive Independent Director subject to approval of the shareholders inthe ensuing Annual General Meeting.

18 COMPLIANCE OF SECRETARIAL STANDARDS

The applicable Secretarial Standards i.e. SS-1 and SS-2 relating to 'Meetings of theBoard of Directors' and 'General Meetings' respectively have been duly complied by yourCompany.

19. LISTING

Currently the Equity Shares of the Company are listed on Bombay Stock Exchange Limited(BSE) and there are no arrears on account of payment of Listing Fees to the StockExchange.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

During the Financial year 2021-22 there were no contracts or arrangements with relatedparties covered under Section 188 of Companies Act 2013. Related Party Disclosure underAccounting Standard (AS) - 18 is disclosed by Auditors in his Notes.

The policy on Related Party Transactions as approved by the Board may be accessed onthe Company's website at the link: https://isflimited.in/team.php.

21. VIGIL MECHANISM / WHISTLE BLOWER POLICY

As per the provisions of Companies Act 2013 every Listed Company shall establish avigil mechanism (similar to Whistle Blower mechanism). In pursuance of the provisions ofSection 177(9) & (10) of the Companies Act 2013 a vigil mechanism/ whistle blowerpolicy for Directors and employees to report genuine concerns has been established andapproved by Board.

The Company believes in the conduct of the affairs of its constituents in a fair andtransparent manner by adopting highest standards of professionalism integrity and ethicalbehaviour.

The Vigil Mechanism - cum - Whistle Blower Policy may be accessed on the Company'swebsite at the link: https://isflimited.in/team.php

The following is a summary of Protected Disclosures received and disposed off duringthe year 202122:

No. of Protected Disclosures received : NIL

No of Protected Disclosures disposed off : NIL

The Audit Committee oversee the Vigil Mechanism of the Company. The employees of theCompany have the right to report their concern/grievance to the Audit Committeeconstituted by the Board of Directors to oversee the Vigil mechanism.

The Company is committed to adhere to the highest standards of ethical moral and legalconduct of business operations.

22. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS BY THE REGULATORS OR COURTS ORTRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE.

There was no significant order was passed by any regulatory authority or court ortribunal.

23. DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED U/S 1 34(3)(c):

Pursuant to section 134(5) of the Companies Act 2013 the board of Directors to thebest of their knowledge and ability confirm that: -

a. in the preparation of the annual accounts the applicable accounting standards havebeen followed;

b. the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period;

c. the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

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

e. the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively

f. the Directors have devised proper system to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

24. AUDITORS STATUTORY AUDITOR

Pursuant to the provisions of section 139 of the Companies Act 2013 and the Rules madethereunder the statutory auditors of the Company M/s VSSA & Associates CharteredAccountants (Firm Registration Number: 012421N) having Regd. Office at A-1/255 SafdarjungEnclave New Delhi 110029 was appointed by the members at the 29th Annual General Meetingto hold office until the conclusion of the 34th Annual General Meeting

The notes on accounts referred to in the auditors' report are self-explanatory andtherefore don't call for any further comments by the Board of Directors. There are noqualifications or adverse remarks in the Auditors' Report which require any clarificationor explanation.

During the year under review the Company has not reported any fraud mentioned underSection 143(12) of the Act.

SECRETARIAL AUDITOR

In terms of Section 204 of the Act and Rules made there under M/s KMPM & Co.Practicing Company Secretaries were appointed as Secretarial Auditors for the financialyear 2021-22. The Secretarial Audit Report for the financial year ended on March 31 2022is annexed herewith marked as "Annexure-I" to this Report.

There are no qualifications or adverse remarks in the Secretarial Auditors' Reportwhich require any clarification or explanation except the below mentioned observations:

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Director Non-Executive Directors and Independent Directors subject to thefollowing observations:

a) An existing Independent Non-Executive Director Mr. Ravi Kanth Kothuru has not yetregistered with Independent Director Data Bank pursuant to the provision of Section 150 ofThe Companies Act 2013 read with rules 6 of Companies (Appointment and Qualification ofDirectors) Rules 2014.

b) Website of the Company has not been updated pursuant to the provision of Regulation46 of SEBI (Listing obligations and Disclosure Requirement) Regulations 2015.

c) Composition of the Nomination & Remuneration Committee as on 31stMarch 2022 has not been duly Constituted as Per the Provisions of the Companies Act 2013and other applicable provisions.

Board's Comments

The Board has considered the remark given by the Secretarial Auditor of the Company inits Secretarial Audit Report for the financial year ended 31st March 2022. Themanagement undertakes to comply with the aforesaid compliance on or before 30thSeptember 2022.

INTERNAL AUDITOR

In terms of Section 138 of the Act and Rules made there under M/s Sapra Sharma &Associates LLP Chartered Accountants were appointed as Internal Auditors for thefinancial year 2021-22.

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per SEBI Listing Regulations Management Discussion and Analysis are attached whichform part of this report annexed herewith at Annexure No. II.

26. RISK MANAGEMENT

During the year The Board had developed and implemented an appropriate risk managementpolicy for identifying the element of risk which in the opinion of the Board may threatenthe existence of the Company and safeguarding the Company against those risks.

27. CODE OF CONDUCT AND ETHICS

The Board of Directors of the Company has adopted a Code of Conduct and Ethics for theDirectors and Senior Executives of the Company. The object of the Code is to conduct theCompany's business ethically and with responsibility integrity fairness transparencyand honesty. The Code sets out a broad policy for one's conduct in dealing with theCompany fellow Directors and with the environment in which the Company operates.

28. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION.PROHIBITION & REDRESSAL) ACT. 201 3

Your Company has a policy and framework for employees to report sexual harassment casesat workplace and the process ensures complete anonymity and confidentiality ofinformation. No complaints of sexual harassment were raised in the financial year 2021-22.

29. ANNUAL RETURN

As per the requirements of Section 92(3) of the Companies Act and Rules framedthereunder the extract of the Annual Return is available on website of the Company i.e.https://isflimited.in/team.php

30. CORPORATE GOVERNANCE

Pursuant to Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the provisions of Corporate Governance shall not apply in respect of-

The listed entity having paid up equity share capita! not exceeding rupees ten croresand net worth not exceeding rupees twentyfive crores as on the last day of the previousfinancial year;

Since the equity share capital and net worth of the company are not exceed Rs. 10 croreand Rs. 25 crore respectively as on the last day of the previous financial year of theCompany and Accordingly the reporting requirements like Corporate Governance RelatedParty Transaction and Report Business Responsibility Report etc. are not applicable to theCompany.

Therefore pursuant to Regulation 15(2) of SEBI (Listing Obligation & DisclosureRequirements) Regulations 2015 the company is not required to mandatorily comply with theprovisions of corporate governance report to be annexed with the Board Report.

31. RISK MANAGEMENT POLICY

During the year The Board had developed and implemented an appropriate risk managementpolicy for identifying the element of risk which in the opinion of the Board may threatenthe existence of the company and safeguarding the company against those risks.

32. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTIONPROHIBITION & REDRESSAL) ACT.2013

Your Company has a policy and framework for employees to report sexual harassment casesat workplace and the process ensures complete anonymity and confidentiality ofinformation. No complaints of sexual harassment were raised in the financial year 2021-22.

33. RBI REGULATIONS

The Company has complied with all the applicable regulations of RBI as on March 312022.

34. ACKNOWLEDGEMENT

The Directors thank the Company's employees customers vendors investors and academicinstitutions for their continuous support. The Directors also thank the Government ofIndia and concerned government departments / agencies for their co-operation.

For and behalf of

ISF Limited

Date: 05.09.2022 SD/- SD/-
Place: New Delhi Vishal Dang Prem Jain Kumar
Whole Time Director Whole Time Director
DIN: 07971525 DIN:01151409

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