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ISF Ltd.

BSE: 526859 Sector: Financials
NSE: N.A. ISIN Code: INE973B01026
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NSE 05:30 | 01 Jan ISF Ltd
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OPEN 0.36
CLOSE 0.36
VOLUME 3000
52-Week high 0.50
52-Week low 0.35
P/E
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

ISF Ltd. (ISF) - Director Report

Company director report

To

The Members

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.

4. Dividend

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.

5. Reserves

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.

8. Meetings

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.

23. Deposits

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.

34. Acknowledgements

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