We are pleased to present 31st Annual Report together with the Audited Annual financialstatements of the Company for the Financial Year ended on March 312019.
1. Financial summary or highUghts/Performance of the Company
The Board's Report is prepared based on the standalone financial statements of theCompany.
|Particulars ||2018-2019 ||2017-2018 |
| ||(Rs. in Lacs) ||(Rs. in Lacs) |
|Gross Income ||148.15 ||122.39 |
|Profit Before Interest and Depreciation ||25.30 ||37.73 |
|Finance Charges ||21.48 ||33.66 |
|Gross Profit ||3.82 ||4.07 |
|Depreciation ||0 ||0.38 |
|Net Profit Before Tax ||3.82 ||3.69 |
|Provision for Tax ||0.99 ||1.32 |
|Net Profit After Tax ||2.83 ||2.37 |
|Balance of Profit brought forward ||206.34 ||204.44 |
|Balance available for appropriation ||0 ||0 |
|Proposed Dividend on Equity Shares ||0 ||0 |
|Tax on proposed Dividend ||0 ||N.A |
|Transfer to General Reserve || ||0 |
|Surplus carried to Balance Sheet ||208.60 ||206.34 |
2. State of Company's affairs
During the period under review your company has earned a total profit of Rs.283456/-. Your management is working towards growth and development of the Company andwe are striving to achieve the milestones and planned target in the next couple of years.
3. Change in the nature of business
There is no change in the business of the Company during the period under review.
Keeping in view that the Company has not incurred sufficient profit during thefinancial year 2018-19. the Board of Directors of your Company do not recommend anydividend for the Financial year ended on 31st March 2019.
5. Finance and Capital Structure
During the year under review there is no change in the capital structure of theCompany. The present authorized and Paid Up Share Capital of the Company is Rs.95000000/-.
During the year under review your Company has transferred Rs. 57000/- to statutoryreserves u/s 45IC pursuant to requirement of RBI guidelines.
6. Directors and Key Managerial Personnel
During the year under review Mr. Lt. Gen. Kuldeep Taneja had retired from theDirectorship of the Company under Section 152(6) of the Companies Act 2013 at AnnualGeneral Meeting held on 28/09/2018.
Further Mrs. Simbal Singh holding DIN: 00062333 is retiring Director at the upcomingAnnual General Meeting of the Company and being eligible offered herself forre-appointment as Director at the ensuing Annual General Meeting of the Company.
Brief resume pursuant to Regulation 36 of SEBI (LODR) Regulations 2015 of theDirectors proposed to be appointed/ reappointed at the ensuing Annual General Meetingnature of her expertise in specific functional areas and name of the Listed Companies inwhich he/she holds directorship is included in the notes to the Notice convening theAnnual General Meeting.
The list of present Directors and KPMs are as under: -
|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 |
|Ved Prakash Ahuja ||Director ||11.11.2009 |
|Gurdial Singh Bakshi ||Chief Financial Officer ||12.11.2015 |
|YajyaVashistha ||Company Secretary ||14.07.2015 |
8. Number of Meetings of the Board
During the Year of report the details of the Board Meeting held and convened are givenin Corporate Governance Report which forms the part of this report.
9. Particulars of Remuneration of Employees
Pursuant to the Section 197(12) read with Rule 5 of the 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 the provisions of Section 136 of the Act the Directors' Report andaccounts for the financial year ended 31st March 2019 are being sent to the members andothers entitled thereto excluding the information on employees particulars which isavailable for inspection by the members at the Registered office of the Company duringbusiness hours on all working days up to the date of ensuing Annual General Meeting
10. Board Evaluation
The manner in which the performance evaluation was carried out is explained in theCorporate Governance Report.
11. Declaration by an Independent Director(s) and re-appointment
Declaration by Independent Director(s) 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. Yed PrakashAhuja.
12. Remuneration Policy
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and fixingup their remuneration. The brief of the Remuneration Policy is given in the CorporateGovernance Report.
13. Details of Subsidiary/Joint Ventures/Associate Companies
There are no subsidiaries/Joint Ventures/Associate Companies of the Company during thefinancial year under review.
14. Statutory Auditor & Auditors Report
Pursuant to the provisions of section 139 of the Companies Act 2013 and the Rules madethereunder the current auditors of the Company M/s. VSSA & Associates CharteredAccountants (Firm Registration number: 012421N) having Regd. Office at A-1/255 SafdaijungEnclave 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 subject toratification by members at each Annual General Meeting.
The requirement relating to ratification of Auditors by the members of the Company atevery AGM has been dispensed with by the Companies Amendment Act 2017 vide NotificationNo. S.0.1833(E) datedMay 07th 2018. Pursuant to the said amendment during the five-yearterm of appointment / re-appointment of Statutory Auditors ratification of theappointment / re-appointment by the members at the Annual General Meeting is not required.
Accordingly business item of ratification of appointment of Statutory Auditors is notincluded in the Notice calling 31 st Annual General Meeting of the Company.
The Auditor's Report does not contain any qualification and the same areself-explanatory and therefore do not call for any further comment thereon.
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 312019 to undertake the SecretarialAudit of the Company.
The Secretarial Audit Report for the financial year ended on March 312019 is enclosedas Annexure II to this Report.
Explanation and comments of Board on observation is Secretarial Audit Report are asunder:-
a. Updation of the website of the Company is under process in terms of SEBI (LODR)Regulations 2015.
As per the Regulation 15 of the SEBI (LODR) Regulation 2015 company has been exemptedwith major provisions of Regulation 46 and very few information is to be dis seminated onthe website accordingly we are updating our website as per the applicable provision ofSEBI (LODR) Regulations 2015.
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. Audit Committee
The Board has constituted the Audit Committee. The composition powers role and termsof reference of the Committee are in accordance with the requirements mandated underSection 177 of the Companies Act 2013 and Regulation 19 of SEBI (LODR) Regulations 2015.The details of the Audit Committee along with Meetings held during the year are covered inthe Corporate Governance Report which forms part of this Report.
18. Vigil Mechanism/Whistle Blower Policy
The details of the Whistle Blower Policy is covered in the Corporate Governance Reportwhich form part of this Report.
19. Risk management policy
The Board is in opinion that there are no threatening circumstances which may threatenthe existence of the Company.
20. Extract of Annual Return
As provided under Section 92(3) of the Act the extract of annual return is given inAnnexure III and also available on the website of the Company i.e. www.isflimited.in inthe prescribed Form MGT-9 which forms part of this report.
21. 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 the financial position ofthe Company which have occurred between the end of the financial year and the date ofthis Report.
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- concern 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 the Annual Report.
25. Particulars of contracts or arrangements with related parties
During the Financial year 2018-19 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.
26. Corporate Governance Report
Your company has complied with the mandatory provisions of SEBI (LODR) Regulations2015 relating to Corporate Governance with the Stock Exchanges. A comprehensive report onCorporate Governance forming part of the Directors' Report and the Certificate from thePracticing Company Secretary confirming the compliance of conditions on corporategovernance is included in the Annual Report and marked as Annexure- IV.
27. Management Discussion And Analysis
The Management Discussion and Analysis forms part of this Annual Report for the yearended 31 st March 2019 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 fCSR)
The provisions regarding corporate social responsibility as per section 13 5 (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 for 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 including secretarial standards and that such systems were adequateand operating effectively.
31. Transfer of Amounts 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).
32. Listing with Stock Exchanges
The Company confirmed that it has paid the Annual Listing Fees for the year 2018-2019to BSE and other recognized Stock Exchanges where the Company's Shares are listed.
33. The Sexual Harassment of Women At Workplace (Prevention Prohibition And Redressal)Act 2013
The Company has adopted a policy for prevention of Sexual Harassment of Women atworkplace & has formed a Committee for implementation of said policy. No complaint ofharassment was received during the year.
Your Directors wish to place on record their appreciation for the continued support andcooperation of the shareholders bankers various regulatory and government authoritiesand employees of the Company. Your support as shareholders is greatly valued. Yourdirectors thank you and look forward to your continuance support.
|Sd/- ||Sd/- |
|Amarjit Singh ||Simbal Singh |
|DIN: 00062294 ||DIN: 00062333 |
|Managing Director ||Director |
|Address: F-13 Pushpanjali Farms ||Address: F-13 Pushpanjali Farms |
|Link Road Bijwasan South West Delhi ||Link Road Bijwasan South West Delhi |