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Ishaan Infrastructure & Shelters Ltd.

BSE: 540134 Sector: Infrastructure
NSE: N.A. ISIN Code: INE818R01011
BSE 00:00 | 24 Feb 20.01 2.35
(13.31%)
OPEN

17.66

HIGH

21.19

LOW

17.01

NSE 05:30 | 01 Jan Ishaan Infrastructure & Shelters Ltd
OPEN 17.66
PREVIOUS CLOSE 17.66
VOLUME 111858
52-Week high 29.20
52-Week low 10.30
P/E 11.18
Mkt Cap.(Rs cr) 13
Buy Price 18.50
Buy Qty 1.00
Sell Price 20.50
Sell Qty 50.00
OPEN 17.66
CLOSE 17.66
VOLUME 111858
52-Week high 29.20
52-Week low 10.30
P/E 11.18
Mkt Cap.(Rs cr) 13
Buy Price 18.50
Buy Qty 1.00
Sell Price 20.50
Sell Qty 50.00

Ishaan Infrastructure & Shelters Ltd. (ISHAANINFRASTRU) - Director Report

Company director report

TO

THE MEMBERS

ISHAAN INFRASTRUCTURES AND SHELTERS LIMITED

Your Directors have pleasure in presenting the Board's Report of your Company togetherwith the Audited Statement of Accounts and the Auditors' Report of your company for thefinancial year ended 31st March 2019.

FINANCIAL HIGHLIGHTS

Particulars

Standalone Results

Particulars 2018-19 2017-18
Gross Income 665.53 754.70
Profit Before Interest and Depreciation 36.74 23.94
Finance Charges 6.16 0.74
Gross Profit 30.58 23.20
Provision for Depreciation 0.00 0.00
Net Profit Before Tax 30.58 23.20
Provision for Tax 7.95 6.06
Net Profit After Tax 22.63 17.14

DIVIDEND

However with the view to conserve the resources of company the directors are notrecommending any dividend.

AMOUNTS TRANSFERRED TO RESERVES

The Board of the company has decided to carry current year profit to its reserves.

CHANGES IN SHARE CAPITAL

There is no other change in the capital structure of the company during the year.

INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY

Company does not have any Subsidiary Joint venture or Associate Company.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid last year.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Companyoccurred between the ends of the financial year to which this financial statement relateon the date of this report.

EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as required under section 92(3) of the Companies Act 2013and rule 12(1) of the Companies (Management and Administration) Rules 2014 in Form MGT-9is annexed herewith for your kind perusal and information

MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year 2018-19 the Company held 10 board meetings of theBoard of Directors as per Section 173 of Companies Act 2013 which is summarized below.The provisions of Companies Act 2013 and listing agreement w9ere adhered to whileconsidering the time gap between two meetings.

Sr. No. Date of Meeting Board Strength No. of Directors Present
1. 04/04/2018 4 4
2. 30/05/2018 4 4
3. 09/07/2018 4 4
4. 10/07/2018 4 4
5. 14/08/2018 4 4
6. 13/11/2018 4 4
7. 14/02/2019 4 4
8. 05/03/2019 4 4
9. 18/03/2019 4 4
10. 29/03/2019 4 4

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors of theCompany confirms that-

(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed 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 adequate

accounting 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 in the case of a listed company had laid down internal financialcontrols to

be followed by the company and that such internal financial controls are adequate andwere operating effectively.

(f) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

AUDITORS AND REPORT THEREON Statutory Auditor:

M/s. Samir M. Shah & Associates Chartered Accountants Ahmedabad (FRN No.:122377W)was appointed as the Statutory Auditors of the Company at the AGM of the Company held onSeptember 30 2014to hold office until conclusion of the AGM to be held in the year 2019.Accordingly the tenure of M/s. Samir M. Shah &Associates as Statutory Auditors isexpiring at the ensuing AGM. In terms of provisions of Section 139 of the Act and theRules made thereunder your Directors have proposed re-appointment of M/s. Samir M. Shah& Associates as Statutory Auditors of the Company for another term of 5 consecutiveyears from conclusion of the ensuing AGM of the Company till conclusion of the 29thAGMof the Company to be held in the year 2024 for approval of Shareholders of the Company.M/s. Samir M. Shah & Associates has given consent to act as Auditors of the Companyand has further confirmed that their appointment if made at the ensuing AGM shall be inaccordance with conditions specified in the Act.

The Auditor's Reports for the Financial Year 2018-19 do not contain any qualificationreservation adverse remark or disclaimer. Notes to Accounts and Auditors remarks in theirreport are self-explanatory and do not call for any further comments.

During the year under review the Auditors had not reported any matter under Section143(12) of the Companies Act 2013 therefore no details is required to be disclosed undersection134(3)(ca) of the Act.

LOANS GUARANTEES AND INVESTMENTS

The Company has provided the Loans However the Company has not given Guarantee and notmade any Investments under section 186 of the Companies Act 2013 for the financial yearended 31st March 2019.

RELATED PARTY TRANSACTIONS

The Company has entered into various Related Parties Transactions as defined underSection 188 of the Companies Act 2013 with related parties as defined under Section 2(76) of the said Act. Further all the necessary details of transaction entered with therelated parties are attached herewith attached annual report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

(A) Conservation of energy and Technology absorption

The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 in respect of conservation of energy and technology absorption have not beenfurnished considering the nature of activities undertaken by the company during the yearunder review.

(B) Foreign exchange earnings and Outgo

There were no foreign exchange earnings and outgo during the year under review.

RISK MANAGEMENT

The Company does not have any Risk Management Policy as the element of risk threateningthe Company's existence is very minimal.

DIRECTORS and KMP

During the financial year Company Secretary of the company Ms. Krishna Lodhiya resignedfrom the company due to their personal reasons and Mr. Jignesh Parsottambhai Patel hasbeen appointed in place of her.

DEPOSITS

The company has not accepted any deposits during the year.

CORPORATE SOCIAL RESPONSIBILITY

The company does not meet the criteria of Section 135 of Companies Act 2013 read withthe Companies (Corporate Social Responsibility Policy) Rules 2014 so there is norequirement to constitute Corporate Social Responsibility Committee.

RATIO OF REMUNERATION TO EACH DIRECTOR

The Company has not paid any Remuneration to any director.

ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of its Audit Nomination & Remuneration andCompliance Committees.

A structured questionnaire was prepared after taking into consideration inputs receivedfrom the Directors covering various aspects of the Board's functioning such as adequacyof the composition of the Board and its Committees Board culture execution andperformance of specific duties obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgment safeguarding the interest of theCompany and its minority shareholders etc. The performance evaluation of the IndependentDirectors was carried out by the entire Board. The performance evaluation of the Chairmanand the Non Independent Directors was carried out by the Independent Directors who alsoreviewed the performance of the Secretarial Department.

CORPORATE GOVERNANCE

Report on Corporate Governance is not applicable to the company as the paid up capitaland networth is less than applicability criteria.

INDEPENDENT DIRECTORS and DECLARATION

The Board of Directors of the Company hereby confirms that all the Independentdirectors duly appointed by the Company have given the declaration and they meet thecriteria of independence as provided under section 149(6) of the Companies Act 2013.

NOMINATION AND REMUNERATION COMMITTEE

As per the section 178(1) of the Companies Act 2013 the Company's Nomination andRemuneration Committee comprises of three Non-executive Directors. The table sets out thecomposition of the Committee:

Name of the Director Position held in the Committee Category of the Director
Mr. Maheshkumar B. Somani Chairman Independent Director
Mrs. Hetal N. Chavda Member Independent Director
Mr. Rakeshkumar D. Chavda Member Non-Executive Independent Director

Meetings of Nomination and Remuneration Committee:

During the financial year one meeting of the Committee was held on 06/04/2018 forsetting out

remuneration terms for appointed company secretary Mr. Jignesh Patel.

Terms of Reference

1. To identify persons who are qualified to become Directors and who may be appointedin senior management in accordance with the criteria laid down recommend to the Boardtheir appointment and removal and shall carry out evaluation of every Director'sperformance.

2. To formulate the criteria for determining qualifications positive attributes andindependence of a Director and recommend to the Board a policy relating to theremuneration for the Directors Key Managerial Personnel and other employees.

3. The Nomination and Remuneration Committee shall while formulating the policy ensurethat:

the level and composition of remuneration is reasonable and sufficient to attractretain and motivate Directors of the quality required to run the Company successfully;

relationship of remuneration to performance is clear and meets appropriate performancebenchmarks; and

remuneration to Directors Key Managerial Personnel and senior management involves abalance between fixed and incentive pay reflecting short and long-term performanceobjectives appropriate to the working of the company and its goals:

4. Regularly review the Human Resource function of the Company.

5. Discharge such other function(s) or exercise such power(s) as may be delegated tothe Committee by the Board from time to time.

6. Make reports to the Board as appropriate.

7. Review and reassess the adequacy of this charter periodically and recommend anyproposed changes to the Board for approval from time to time.

8. Any other work and policy related and incidental to the objectives of the committeeas per provisions of the Act and rules made there under.

The Terms of Reference of the Nomination and Remuneration Committee are as under:

REMUNERATION POLICY Remuneration to Executive Directors:

The remuneration paid to Executive Directors is recommended by the Nomination andRemuneration Committee and approved by Board in Board meeting subject to the subsequentapproval of the shareholders at the General Meeting and such other authorities as may berequired. The remuneration is decided after considering various factors such asqualification experience performance responsibilities shouldered industry standards aswell as financial position of the Company.

Remuneration to Non-Executive Directors:

The Non-Executive Directors are paid remuneration by way of Sitting Fees andCommission. The Non-Executive Directors are paid sitting fees for each meeting of theBoard and Committee of Directors attended by them.

AUDIT COMMITTEE

According to Section 177 of the Companies Act 2013 the company's Audit Committeecomprised of three directors. The board has accepted the recommendations of the AuditCommittee. The table sets out the composition of the Committee:

Name of the Director Position held in the Committee Category of the Director
Mrs. Hetal N. Chavda Member Independent Director
Mr. Maheshkumar B. Somani Chairman Independent Director
Mr. Kalpen Rameshchandra Shah Member Executive Director

During the financial year the Audit Committee has met Four times on following dates :30/05/2018 14/08/2018 13/11/2018 14/02/2019.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee comprises of the following members:

Name of the Member Designation Category
1. Mr. Maheshkumar B. Somani Chairman Independent Director
2. Mrs. Hetal N. Chavda Member Independent Director
3. Mr. Rakeshkumar D. Chavda Member Non-Executive Independent Director

Details of Investor's grievances/ Complaints:

The Company has not received any complaints during the year. The pending complaints ofthe Shareholders/Investors registered with SEBI at the end of the current financial yearended on 31st March 2019 are NIL.

There were no pending requests for share transfer/dematerialisation of shares as of 31stMarch 2019.