We are pleased to present 30* Annual Report together with the Audited financialstatements of the Company for the Financial Year ended on March 312018.
1. Financial summary or highlighta/Performance of the Company
The Board's Report is prepared based on the standalone financial statements of dieCompany.
|Particulars ||2017-2018 ||2016-2017 |
| ||(Rs. in Lacs) ||(Rs. in Lacs) |
|Gross Income ||122.39 ||106.38 |
|Profit Before Interest and Depreciation ||37.73 ||41.98 |
|Finance Charges ||33.66 ||37.96 |
|Gross Profit ||4.07 ||4.02 |
|Depreciation ||<U8 ||0.63 |
|Net Profit Before Tax ||3.69 ||3.39 |
|Provision for Tax ||1.32 ||1.06 |
|Net Profit After Tax ||2.37 ||2.34 |
|Balance of Profit brought forward ||204.44 ||202.61 |
|Balance available for appropriation ||0 ||0 |
|Proposed Dividend on Equity Shares ||0 ||0 |
|Tax on proposed Dividend ||N.A ||N.A |
|Transfer to General Reserve ||0 ||0 |
|Surplus carried to Balance Sheet ||206.34 ||204.44 |
2. State of Company's affairs
During the period under review your company has earned a total profit of Rs.237420/-. Your directors are hopeful ofbetter performance in the coming year.
3. Change in the nature of burineag
There was no change in the business of the Company during the year under review.
Keeping in view that the Company has not made sufficient profit during the financialyear 2017-18. Hence the Board of Directors of your Company do not recommend any paymentof dividend on Equity Shares for the Financial year ended on 31 stMarch 2018.
We propose to transfer Rs. 48000 in reserve fund during the year under review.
6. Directors and Key Managerial Personnel
|Name ||Designation ||Date of Appointment |
|Amarjit Singh ||Managing Director ||29.09.2017 |
|Simbal Singh ||Director ||16.03.2014 |
|Harish Chandra Gandhi ||Director ||22.08.1995 |
|Kuldip Chander Taneja ||Director ||31.12.1993 |
|Ved Prakash Abuja ||Director ||11.11.2009 |
|Gurdial Singh Bakshi ||Chief Financial Officer ||12.11.2015 |
|YaivaVashistha ||Company Secretary ||14.07.2015 |
7. Particulars of Employees
Pursuant to the Section 197(12) read with Rule 5 of die Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the ratio of the remuneration of eachdirector to the median employee's remuneration and such other details are disclosed asAnnexure-I.
In accordance with die provisions of Section 136 of the Act theDirectors1Report and accounts for the financial year ended 31 st March 2018 are being sent to themembers and others entitled theretoexcluding the information on employees particularswhich is available for inspection by the members at the Registered office of the Companyduring business hours on all working days up to the date of ensuing Annual GeneralMeeting.
The Board met four times during the financial year. The meeting details are provided inthe Corporate Governance Reportthat forms part of this Annual Report
The maximum interval between any two meetings did not exceed 120 days as prescribed inthe Companies Act 2013 and SEBI (LODR) Regulations 2015.
9. Board Evaluation
The manner in which the performance evaluation waacarried out is explained in dieCorporate Governance Report
10. Declaration by an Independent Directors) and re-appointment
Declaration by Independent Directors) that they meet the criteria of independence asprovided in sub-section (6) of Section 149 of the Companies Act 2013 has been received byMr. Harish Chandra Gandhi and Mr. Ved PrakashAhuja.
11. Remuneration Policy
The Board has on die recommendation of die Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and fixingup their remuneration. The Remuneration Policy is forms part of the Corporate GovernanceReport.
12. Details of Sabsidiary/Joint Ventures/Associate Companies
There are no subsidiaries/Joint Ventures/Associate Companies of the Company during thefinancial year under review.
13. Statutory Auditor:
Pursuant to the provisions of section 139 of the Companies Act 2013 and the Rules madethereunder the current auditors of die Company M/s. VSSA & Associates CharteredAccountants (Firm Registration number; 012421N) having Regd Office at A-1/255 SafdarjungEnclave New Delhi 110029 were appointed by the members at the 29th Annual GeneralMeeting to hold office until the conclusion of the 34th Annual General Meeting subject toratification by members at eachAnnual General Meeting.
The members are requested to ratify the appointment of M/s. VSSA & AssociatesChartered Accountants (Firm Registration number; 012421N) having Regd. Office at A-1/255Safdarjung Enclave New Delhi 110029 as statutory auditors of the Company and to fixtheir remuneration for the Financial year 2018-19.
14. Auditors' Report
The Auditor's Report does not contain any qualification reservation or adverse remarkor disclaimer made by Statutory Auditor Notes to Accounts and Auditors remarks in theirReport are self-explanatory and do not call for any further comments.
15. Secretarial Auditors
In terms of Section 204 of the Act 2013 and Rules made there under M/s. K. K. Singh& Associates Practicing Company Secretary had been appointed as Secretarial Auditorof the Company for the financial year ended on March 312018 to undertake the SecretarialAudit of the Company.
The Secretarial Audit Report for the financial year ended on March 312018 is enclosedas Annexure II to this Report.
The said secretarial audit report contains the below mentioned qualificationreservation or adverse remark or disclaimer made by the Secretarial Auditor;
i. The up-dation of the website of the Company is underprocess.
ii. The 100% shareholding of promoters was not in Demat form as per the requirements ofregulation 31(2) of SEBI (LODR) Regulations 2015. IAs on date 100% Shareholding ofPromoter is in DEMAT FORM)
16. Internal Audit & Controls
The Board of Directors of your Company is satisfied with the Internal Finance Controlprocess. Internal control environment of the Company is reliable with well documentedframework to mitigate risks. The Company engaged M/s. Sapra Sharma & Associates LLP asits Internal Auditor. During the year the Company implemented their suggestions andrecommendations to improve the control environment
17. Vigil Mechanism/Whistle Blower Policy
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 a Vigil Mechanism for directors and employees to Report genuine concerns has beenestablished.
18. Risk management p olicy
The Board is in opinion that there are no threatening circumstances which may threatenthe existence of the Company.
19. Extract of Annual Return
As required pursuant to section 92(3) oftheCompaniesAct2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report as ANNEXURE m.
20. Material changes and commitments if any affecting the financial position of theCompany which have occurred between the end of the financial year of the Company to whichthe financial statements relate and the date of the Report
There have been no material changes and commitments affecting die financial position ofdie Company which have occurred between the end of the financial year and the date ofthis Report
21. Directors and Key Managerial Personnel-changes
During the year under review Mr. Amarjit Singh was appointed as Managing Director ofdie Company w.e.f. 29.09.2017 and there was change in the designation of Mrs. Simbal SinghDirector who was Whole Time Director of the Company before such change and becameDirector of the Company. Except these there was no change in the composition of Board ofDirectors and Key Managerial Personnel.
22. Details of significant and material orders passed by the regulators or courts ortribunals
There is no material or significant orders passed by the Regulators/Courts that wouldimpact the going- concem status of the Company and its future operations.
There are no deposits covered under Chapter V of the Companies Act 2013 in theCompany.
24. Particulars of loans guarantees or investments under section 186
Details of Loans Investment Guarantee / Security provided are disclosed in theBalance sheet presented in theAnnualReport.
25. Particulars of contracts or arrangements with related parties
During die Financial year 2017-18 there were no contracts or arrangements with relatedparties covered under section 188 of Companies Act 2013. Related Party DisclosureunderAccounting Standard (AS)-18 is disclosed by Auditors in his Notes.
26. Corporate Governance Report
The Compliance certificate from the auditors or practicing Company Secretariesregarding compliance of conditions of Corporate Governance as stipulated in Regulation 27of the SEBI (LODR) Regulations 2015 has been annexed with the Report as Annexure IV.
27. Management Discussion And Analysis
The Management Discussion and Analysis farms part of this Annual Report for the yearended 31 st March 2018 as Annexure V.
28. Conservation of energy technology absorption and foreign exchange earnings andoutgo
The conservation of energy technology absorption foreign exchange earnings and outgoare not applicable on the Company.
29. Corporate Social Responsibility (CSR)
The provisions regarding corporate social responsibility as per section 135(1) of theCompanies Act 2013 is not applicable on the Company.
30. Directors'Responsibility Statement
As required under clause (c) of sub-section (3) of section 134 of the Companies Act2013 directors to the best of their knowledge and belief state that:
a) In preparation of the annual accounts the applicable accounting standards had beenfollowed along with proper explanation relating to material departures;
b) The directors had 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 had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act far safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) The directors had prepared the annual accounts on a going concern basis; and
e) The directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
f) The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
31. Transfer of Amounts to Investor Education and Protection Fund
Company did not have any funds lying unpaid or unclaimed for a period of seven years.Therefore there were no funds which were required to be transferred to Investor Educationand Protection Fund (IEPF).
32. Listing with Stock Exchanges
The Company confirmed that it has paid the Annual Listing Fees for the year 2017-2018to BSE where the Company's Shares are listed.
33. The Sexual Harassment of Women At Workplace (Prevention Prohibition And Redressal)Act 2013
Company has adopted a policy for prevention of Sexual Harassment ofWomen at workplaceand has formed a Committee for implementation of said policy. No complaint of harassmentwas received during the year.
An acknowledgement to all with whose help cooperation and hard work the Company isable to achieve the results.
| || ||For and on behalf on ISF Limited |
|Sd/- ||Sd/- ||SdA ||Sd/- |
|Amarjit Singh ||Simbal Singh ||Gurdial Singh Bakshi ||YajyaVashistha |
|DIN: 00062294 ||DIN: 00062333 ||CFO ||Company Secretary |
|Managing Director ||Whole Time Director || ||Mem. No.: 38504 |
|Address: E-405 SomViliar ||Address: E-405 SomViliar || || |
|R. K. Puram Delhi 110022 ||R. K. Puram Delhi 110022 || || |