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 2021.
| || |
(Rs. In Lacs)
|Particulars || |
|Particulars ||2020-21 ||2019-20 |
|Gross Income ||56.76 ||738.71 |
|Profit Before Interest and Depreciation ||18.64 ||86.00 |
|Finance Charges ||9.55 ||10.03 |
|Depreciation ||10.52 ||15.37 |
|Net Profit Before Tax ||(143) ||60.60 |
|Provision for Tax ||(0.15) ||15.81 |
|Net Profit After Tax ||1.28 ||44.79 |
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.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the year under review the Company has entered into any contracts orarrangements with related parties in terms of Section 188(1) of the Companies Act 2013.The particulars of Contracts or Arrangements made with related parties required to befurnished under section 134(3) (h) are disclosed in the prescribed form (Form AOC-2) whichis attached to this Report as Annexure- "A".
The Annual Return of the Company as on 31st March 2021 is available on the website ofthe Company at http://ishaaninfra.in/report/
MEETINGS OF THE BOARD OF DIRECTORS
During the Financial Year 2020-21 the Company held 8 (Eight) board meetings ofthe Board of Directors as per Section 173 of Companies Act 2013 which is summarizedbelow. The provisions of Companies Act 2013 and listing agreement were adhered to whileconsidering the time gap between two meetings.
|Sr. No. ||Date of Meeting ||Board Strength ||No. of Directors Present |
|1. ||29/05/2020 ||4 ||4 |
|2. ||30/07/2020 ||4 ||4 |
|3. ||14/08/2020 ||4 ||4 |
|4. ||15/09/2020 ||4 ||4 |
|5. ||17/10/2020 ||4 ||4 |
|6. ||12/11/2020 ||4 ||4 |
|7. ||08/12/2020 ||4 ||4 |
|8. ||13/02/2021 ||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 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 in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.
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.
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 2019 to hold office until conclusion of the AGM to be held in the year 2024.Accordingly the tenure of M/s. Samir M. Shah & Associates as Statutory Auditors isnot expiring at the ensuing AGM.
The Auditor's Reports for the Financial Year 2020-21 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.
Section 204 read with Section 134(3) of the Companies Act 2013 mandates to obtainSecretarial Audit Report from Practicing Company Secretary. M/s Nikhil Suchak &Associates Practising Company Secretaries had been appointed as Secretarial Auditor ofthe Company for the financial year 2020-21.
Secretarial Audit Report issued by M/s Nikhil Suchak & Associates PractisingCompany Secretaries in Form MR-3 attached and marked as Annexure-"B" forthe period under review forms part of this report. The said report contains observation orqualification certain observation and qualification which are mentioned here in under.
a) Non-Compliance of regulations under Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 regarding filing of Outcome ofBoard Meeting within 30 Minutes of the closure of the meeting to the exchange.
- Due to inadvertence the Company failed to file the outcome of the board of directorsmeeting within the stipulated time limit of 30 minutes as per regulations 30 underSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015. However company had filed the same on the same day.
b) Company has not paid independent director fees and also not given exam for the same
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 2021.
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.
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 no change has been incurred in directors and KMP.
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 paid Remuneration to director and details are attached in the annexure.
C. 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.
Report on Corporate Governance is not applicable to the company as the paid up capitaland net worth 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 ||Non-Executive Independent Director |
|Ms Hetal N. Chavda ||Member ||Non-Executive Independent Director |
|Mr. Rakeshkumar D. Chavda ||Member ||Non-Executive Director |
The Board has in accordance with the provisions of sub-section (3) of Section 178 ofthe Companies Act 2013 formulated the policy setting out the criteria for determiningqualifications positive attributes independence of a Director and policy relating toremuneration for Directors Key Managerial Personnel and other employees. The said policyis furnished in Annexure- "D" and is attached to this report.
Meetings of Nomination and Remuneration Committee:
During the financial year one meeting held on 17/10/2020 for the consideration offollowing matters.
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.
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.
The Nomination and Remuneration Committee shall while formulating the policy ensurethat:
a. the level and composition of remuneration is reasonable and sufficient to attractretain and motivate Directors of the quality required to run the Company successfully;
b. relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and remuneration to Directors Key Managerial Personnel and seniormanagement involves a balance between fixed and incentive pay reflecting short andlong-term performance objectives appropriate to the working of the company and its goals:Regularly review the Human Resource function of the Company.
Discharge such other function(s) or exercise such power(s) as may be delegated to theCommittee by the Board from time to time.
Make reports to the Board as appropriate.
Review and reassess the adequacy of this charter periodically and recommend anyproposed changes to the Board for approval from time to time.
Any other work and policy related and incidental to the objectives of the committee asper provisions of the Act and rules made there under.
The Terms of Reference of the Nomination and Remuneration Committee are as under:
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.
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. HetalChavda ||Member ||Independent Director |
|Mr. Maheshkumar B. Somani ||Chairman ||Independent Director |
|Mr.KalpenRameshchandra Shah ||Member ||Managing Director |
During the financial year the Audit Committee has met Four times on following dates:30/07/2020 15/09/2020 12/11/2020 13/02/2021.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee comprises of the following members:
|Sr. No. ||Name of the Member ||Designation ||Category |
|1. ||Mrs. Hetal Chavda ||Member ||Independent Director |
|2. ||Mr. Maheshkumar B. Somani ||Chairman ||Independent Director |
|3. ||Mr. KalpenRameshchandra Shah ||Member ||Executive 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 2021 are NIL.
There were no pending requests for share transfer/dematerialisation of shares as of31st March 2021.
During the financial year the STAKEHOLDERS RELATIONSHIP COMMITTEE has met One time onfollowing date:25/03/2021
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
The Management's Discussion and Analysis Report for the year under review asstipulated under Regulation 34(2)(e) of the Listing Regulations is given as an Annexure-Eto this report.
THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY ANDBANKRUPTCY CODE. 2016
During the financial year ended on March 31 2021 There is no application made or anyproceeding pending under the INSOLVENCY AND BANKRUPTCY CODE 2016 (31 of 2016) against thecompany.
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIMEOF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINACIALINSTITUTIONS ALONG WITH THE REASONS THEREOF:
Not applicable during the year under review.
CERTIFICATE BY CHIEF FINANCIAL OFFICER OF THE COMPANY TO
Board of Directors
ISHAAN INFRASTRUCTURES AND SHELTERS LIMITED AHMEDABAD
Mr. NIGAM BAKULBHAI SHETH CFO of the Company hereby certifies that:
(a) I have reviewed financial statements and the cash flow statement for The year ended31st March 2021 and that to the best of my Knowledge and belief:
(i) These statements do not contain any materially untrue statement or omit anymaterial fact or contain statements that might be misleading.
(ii) These statements together present a true and fair view of the Company's affairsand are in compliance with existing accounting standards applicable laws and regulations.
(b) There are to the best of my knowledge and belief no transactions entered into bythe company during the year which are fraudulent illegal or volatile of the Company'scode of conduct.
(c) I accept responsibility for establishing and maintaining internal controls and thathave evaluated the effectiveness of the internal control systems of the Company and he hasdisclosed this to the auditors and the Audit Committee.
(d) I have indicated to the auditors and the Audit committee:
(i) Significant changes in internal control during the year.
(ii) Significant changes in accounting policies during the year and that the same havebeen disclosed in the notes to the financial statements;
(iii) Instances of significant fraud of which they have become aware and theInvolvement therein if any of the management or an employee having a Significant role inthe company's internal control system.
|For and on behalf of the Board of Directors ||Sd/- |
| ||NIGAM BAKULBHAI SHETH |
|Date: 02.09.2021 ||Chief Financial Officer |
|Place: Ahmedabad ||(PAN: BQBPS5230C) |
ISHAAN INFRASTRUCTURES AND SHELTERS LIMITED AHMEDABAD
Sub: Declaration for Compliance of Code of Conduct
I hereby declare that all the Board Members and senior Managerial Personnel have forthe year ended 31st March 2021 affirmed compliance on an annual basis with the Code ofConduct as laid down by the Company pursuant to the requirements of Para D of Schedule Vof SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015.
|For and on behalf of the Board of Directors |
|Date: 02/09/2021 ||BY ORDER OF THE BOARD |
|Place: Ahmedabad ||For Ishaan Infrastructures and Shelters Limited |
| ||Kalpen Shah |
| ||Chairman &Managing Director |
| ||(DIN: 01294110) |