Your Directors are pleased to present the 28th Annual Report along with the AuditedAccounts of the Company for the financial year ended on March 31 2020.
FINANCIAL HIGHLIGHTS: (Rupees in Lakhs)
|Particulars ||Year ended 31-03-2020 ||Year ended 31-03-2019 |
|Revenue from Operation ||2841.578 ||4863.206 |
|Other Income ||5.246 ||5.729 |
|Total Income ||2846.824 ||4868.935 |
|Total expenditure ||2885.910 ||4884.265 |
|Profit/(loss) before exceptional items & provision for tax ||(39.086) ||(15.330) |
|Exceptional items ||0.000 ||0.000 |
|Profit / (loss) Before Tax ||(39.086) ||(15.330) |
|Less: Tax Expenses ||(0.002) ||0.092 |
|Net Profit / (loss) after Tax for the year ||(39.087) ||(15.238) |
|Earnings per Share ||(0.163) ||(0.063) |
|Balance carried forward to Balance Sheet ||(39.087) ||(15.238) |
STATE OF THE COMPANY'S AFFAIRS:
During the financial year under report total income of the company stands to Rs.2846.824 lakhs comprised of Rs. 2841.578 lakhs as revenue from operations and Rs. 5.246 asother income as compared to Rs. 4868.935 lakhs comprised of Rs. 4863.206 lakhs as revenuefrom operations and Rs. 5.729 lakhs as other income generated during the previousfinancial year. Profit before tax stands at Rs. (39.086) lakhs as compared to Rs. (15.330)lakhs in the financial year ended on March 31 2019. Net profit after tax stands at Rs.(39.087) lakhs as compared to Rs. (15.238) lakhs for the financial year 2018-19. Totalexpenditure for the financial year 2019-20 stands at Rs. 2885.910 lakhs as compared to Rs.4884.265 lakhs for the financial year 2018-19. However your Directors are expecting toachieve better results in coming years.
In the view of the current as well as accumulated losses your Directors have decidednot to recommend any dividend for the year under review. Board of directors sincerelyhopes that members would appreciate and understand the situation for non-payment ofdividend.
AMOUNT TRANSFER TO RESERVES AND SURPLUS:
The Company has not transferred any amount to the reserves.
CHANGE IN NATURE OF BUSINESS:
There is no change in the nature of business of the Company for the year under review.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THEFINANCIAL YEAR AND DATE OF REPORT:
There have been no material changes and/or commitments affecting the financial positionof the Company occurred between the end of the financial year to which this financialstatement relate and the date of the report.
During the year under review no significant or material order was passed by theRegulators or Courts or Tribunals which impact the going concern status of the Company.
INTERNAL FINANCIAL CONTROL:
As per provisions of the Companies Act 2013 the company has implemented InternalFinancial Control system. The Board regularly reviews the effectiveness of the controlsand takes necessary actions to make its running in smooth manner. This internal controlincludes review of bank accounts on monthly basis monthly review of creditors / debtorsaccounts preparation of quarterly profit and loss accounts and balance sheet review ofperiodical cash flow statements showing utilization of funds etc. Based on the review ofthis evaluation there have been no significant transactions / events during the year thathave materially affected our internal financial control system.
During the year ended on March 31 2020 the Company has not accepted any deposit fromthe public within the meaning of Section 73 of the Companies Act 2013 (earlier Section58A of the Companies Act 1956) read with Companies (Acceptance of Deposits) Rules 2014and amendments made thereto.
LOANS GUARANTEES AND INVESTMENTS:
Particulars of loans guarantees and investments under the provisions of Section 186 ofthe Companies Act 2013 during the year under review are provided in the notes to thefinancial statement.
RELATED PARTY TRANSACTIONS:
During the year under review the Company had not entered into any contracts orarrangements with related parties which attracted the provisions of Section 188 of theCompanies Act 2013. Hence form AOC-2 under section 134(3)(h) of the Companies Act 2013is not applicable to the Company.
During the financial year under report the company has neither made any issue ofequity shares with differential voting rights sweat equity shares or under employee stockoptions scheme nor it has made any provision of money for purchase of its own shares byemployees or by trustees for the benefit of employees.
As on March 31 2020 the paid up equity share capital of the company stands at Rs.120000000/- consisting of 24000000 number of equity shares of Rs. 5/- each fullypaid-up.
PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNING AND OUTGO:
Particulars relating to conservation of energy and technology absorption stipulatedunder Section 134(3)(m) of the Companies Act 2013 are not applicable to the company. Thecompany does not have any foreign exchange earnings and expenditure.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
Your Company does not have any subsidiary joint venture or associate company.
CORPORATE SOCIAL RESPONSIBILITY:
During the financial year under report your company did not meet the criteria laiddown under the provisions of section 135(1) of the Companies Act 2013 read with theCompanies (Corporate Social Responsibility Policy) Rules 2014 and accordingly theprovisions including but not limited upto constitution of corporate social responsibilitycommittee and formulation / implementation of a policy on corporate social responsibilityare not applicable to the company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
(1) Board of Directors
As on March 31 2020 the Board of Directors is comprised of five directors includingone Managing Director one Executive Director one Non executive Director and twoIndependent Directors. The names and categories of directors and relevant details aregiven below:
|Sr. No. Name of Directors ||Category |
|1. Reema A. Shah ||Non Executive Director |
|2. Hitesh C. Kothari ||Executive Director |
|3. Ankit J. Shah ||Managing Director |
|4. Savajibhai D. Galiya ||Independent Director |
|5. Bhavesh P. Mamnia ||Independent Director Chairman |
However Mr. Jayantilal K. Kothari has been appointed as an Additional NonIndependent Non Executive Director of the Company With effect from 29th June 2020.
(2) Appointment & Cessation:
During the year under review none of the directors were appointed or ceased to be thedirector of the Company. However Mr. Savajibhai D. Galiya was appointed as non executiveIndependent director in 27th Annual General Meeting for a term of five years tillSeptember 26 2024 and Mr. Bhavesh P. Mamania was reappointed as non executive Independentdirector in 27th Annual General Meeting for a further term of five years till September26 2024.
(3) Independent directors
In terms of the definition of the independent director as prescribed under regulation16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015and section 149(6) of the Companies Act 2013 Mr. Bhavesh P. Mamania and Mr. SavajibhaiD. Galiya have been appointed as non executive independent directors on the board of thecompany. Mr. Savajibhai D. Galiya was appointed as non executive Independent director in27th Annual General Meeting for a term of five years till September 26 2024 and Mr.Bhavesh P. Mamania was reappointed as non executive Independent director in 27th AnnualGeneral Meeting for a further term of five years till September 26 2024.
Your Company has received annual declarations from all the Independent Director of theCompany under sub - section (7) of section 149 confirming that they meet with the criteriaof Independence as provided in Section 149(6) of the Companies Act 2013 and Regulation16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
(4) Director retiring by rotation
Pursuant to the provisions of section 152 of the Companies Act 2013 and in accordancewith the articles of association of the company Mrs. Reema A. Shah non executivedirector of the company retires by rotation at the ensuing annual general meeting andbeing eligible offers herself for re-appointment. The board of directors of the companyrecommends her re-appointment.
(5) Key Managerial Personnel
|Name ||Designation |
|1. Ankit J. Shah ||Managing Director |
|2. Hitesh C. Kothari ||Chief Financial Officer |
|3. Bhanupriya Katta ||Company Secretary (Resigned w.e.f. 06.02.2020) |
|4. Disha Shah ||Company Secretary (Appointed w.e.f. 29.05.2020) |
The Board adopted a formal mechanism for evaluating its performance as well as that ofits committees and individual directors. The process was carried out and covered variousaspects of the Board functioning such as composition of Board and committees performanceof specific duties and obligations contribution at the meetings and otherwiseindependent judgment governance issues etc.
MEETINGS OF THE BOARD OF DIRECTORS:
Regular Board Meetings are held to discuss business aspects and other matters relatedto business of the company. The notice of the Board Meeting has been sent well in advanceto all the directors of the company. During the year six meetings of Board of Directorswere convened and held the details of which are given in the Corporate Governance Reportwhich is a part of this Annual Report. The gap between two consecutive meetings was notmore than one hundred and twenty days.
COMMITTEES OF BOARD OF DIRECTORS:
As per requirements of the provisions of Companies Act 2013 and Rules made there underand as per provisions of SEBI (Listing Obligations and Disclosure Requirement)Regulations 2015 the company has formed following committees.
(a) Audit Committee
(b) Stakeholders Relationship Committee
(c) Nomination and Remuneration Committee
The details of above committees are mentioned in Corporate Governance Report which isa part of this Annual Report.
The Company has set up a risk management framework to identify monitor minimizemitigate and report risks and also to identify business opportunities. The Audit Committeeoversees and evaluates internal financial control and risk management systems. In theopinion of Board there are no risks which may threaten the existence of the Company.
In compliance of provisions of Section 177 of the Companies Act 2013 and Regulation22 of SEBI (Listing Obligations and Disclosure Requirements) regulations 2015 the Companyhas established vigil mechanism for the directors and employees of the company to reportgenuine concerns about unethical behavior actual or suspected fraud or violation of theCompany's Code of Conduct and provide for adequate safeguards against victimization ofWhistle Blower who avails such mechanism and also provides for direct access to theChairman of the Audit Committee in exceptional cases. The vigil mechanism policy isdisclosed on the website of the company.
The Board of Directors at its meeting held on 13th August 2020 as per therecommendation of the Audit Committee and pursuant to the provisions of Section 139 of theCompanies Act 2013 have decided to reappoint M/s. Bihari Shah & Co. CharteredAccountants Ahmedabad (Firm Registration Number: 119020W) for a term of five consecutiveyear commencing from the financial year 2020-21 to 2024-25 and who shall hold the officetill the conclusion of the Annual General Meeting to be held in the year 2025.
The company has received a certificate from M/s. Bihari Shah & Co. CharteredAccountants Ahmedabad (F.R. No. 119020W) stating their appointment if made would bewithin the prescribed limit under Section 139 of the Act and rules made there under. TheBoard of Directors proposed the members of the company to Reappoint M/s. Bihari Shah &Co. Chartered Accountants as the Statutory Auditors of the company for a term of fiveconsecutive year.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and Rules madethere under the Board has appointed M/s. Keyur J. Shah & Associates PracticingCompany Secretaries to undertake Secretarial Audit of the company for the Financial Year2019-20. The Secretarial Audit Report in form "MR-3" is attached herewith as Annexure A.
The board has appointed Mr. Parth Shah Chartered Accountant (Membership No. 146470) asan Internal Auditor of the Company for Financial Year 2019-20.
EXPLANATIONS OR COMMENTS BY THE BOARD ON QUALIFICATION / RESERVATION / ADVERSE REMARKOR DISCLAIMER MADE BY THE STATUTORY AUDITORS IN THEIR AUDIT REPORT AND BY THE SECRETARIALAUDITOR IN HER SECRETARIAL AUDIT REPORT:
The Board has duly reviewed the Statutory Auditors' Report and secretarial auditreport. The observations and comments if any appearing in Auditors' Report andsecretarial audit report are self-explanatory and do not call for any further explanation/ clarification by the Board of Directors.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 134(3)(c) of the Companies Act 2013 withrespect to Director's Responsibility Statement it is hereby confirmed that:
1. In the preparation of the annual accounts for the financial year ended March 312020 the applicable accounting standards have been followed along with the properexplanations with respect to material departures if any;
2. The Directors have 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/(Loss) of the Company for that period;
3. The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
4. The Directors have prepared the annual accounts on a going concern basis.
5. The Directors have laid down internal financial controls and that such internalfinancial controls are adequate and operating effectively.
6. The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL ANDSENIOR
MANAGEMENT OF THE COMPANY:
The role of Nomination and Remuneration committee is to recommend to the Board theappointment/re-appointment of Executive and Non-Executive Directors. The Board has vestedpowers on the Committee to determine remuneration of the directors and senior management.The Nomination and Remuneration policy can be accessed through the website of the Companyat following urlhttps://www.islconsulting.in/pdf/coc/Nomination%20&%20Remuneration%20Policy%20ISL.pdf
Your Company has always striven to incorporate appropriate standard for good corporategovernance. It has taken adequate steps to ensure that all mandatory provisions ofCorporate Governance as prescribed under SEBI (Listing Obligation and DisclosureRequirement) regulations 2015 are adhered to. A separate report on Corporate Governancealong with Practicing Company Secretary's certificate of its compliance is annexed as apart of Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of the SEBI
(Listing Obligation and Disclosure Requirement) regulations 2015 is annexed and formspart of the Annual Report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND
REDRESSAL) ACT 2013:
As per the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 the Company has constituted an Internal ComplaintsCommittee. During the financial year 2019-20 no complaint was received before thecommittee.
DISCLOSURE REGARDING MAINTENANCE OF COST RECORDS:
Section 148 of the Act read with the Companies (Cost Records and Audit) Rules 2014 asamended from time to time is not applicable to your company. Hence your Company is notrequired to maintain cost records.
FRAUD REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICHARE REPORTABLE TO CENTRAL GOVERNMENT:
During the year under review the Auditors have not reported any instances of fraudscommitted in the Company by its Oficers or Employees to the Audit Committee under section143(12) of the Companies Act 2013.
EXTRACT OF ANNUAL RETURN:
As per provisions of the Companies Act 2013 the extracts of annual return in Form No.MGT-9 forms part of this report as Annexure-B. The same is available on the websiteof the Company www.islconsulting.in.
PARTICULARS OF THE EMPLOYEES:
The information required under Section 197 of the Companies Act 2013 read with Rule 5of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 formspart of this report as Annexure - C.
Your Directors wish to place on record their deep appreciation of the dedication andcommitment of the employees to the growth of your Company during the year. Your Directorsalso express their sincere gratitude to the consultants auditors shareholders and otherstakeholders for their continuous patronage and co-operation.