Your Directors are pleased to present the 30th Annual Report along with the AuditedAccounts of the Company for the financial year ended on March 31 2022.
|FINANCIAL HIGHLIGHTS: || ||(Rupees in Lakhs) |
|Particulars ||Year ended 31-03-2022 ||Year ended 31-03-2021 |
|Revenue from Operation ||2525.809 ||1530.268 |
|Other Income ||14.533 ||27.839 |
|Total Income ||2540.341 ||1588.107 |
|Total expenditure ||2335.227 ||1427.467 |
|Profit / (loss) before exceptional items & provision for tax ||205.115 ||130.640 |
|Less: Exceptional items ||0.000 ||0.000 |
|Profit / (loss) Before Tax ||205.115 ||130.640 |
|Less: Tax Expenses ||54.423 ||115.195 |
|Net Profit / (loss) after Tax for the year ||150.692 ||15.445 |
|Earnings per Share ||0.628 ||0.064 |
|Balance carried forward to Balance Sheet ||150.692 ||15.445 |
STATE OF THE COMPANY'S AFFAIRS:
During the financial year under report total income of the company stands to Rs.2540.431 lakhs comprised of Rs. 2525.809 lakhs as revenue from operations and Rs. 14.533as other income as compared to Rs. 1588.107 lakhs comprised of Rs. 1530.268 lakhs asrevenue from operations and Rs. 27.839 lakhs as other income generated during the previousfinancial year. Profit before tax stands at Rs. 205.115 lakhs as compared to Rs. 130.640lakhs in the financial year ended on March 31 2021. Net profit after tax stands at Rs.150.692 lakhs as compared to Rs. 15.445 lakhs for the financial year 2020-21. Totalexpenditure for the financial year 2021-22 stands at Rs. 2335.227 lakhs as compared to Rs.1427.467 lakhs for the financial year 2020-21. However your Directors are expecting toachieve better results in coming years.
In order to conserve the financial resources the Board of Directors of the Company donot recommend any dividend for the financial year 2021-2022.
AMOUNT TRANSFER TO RESERVES AND SURPLUS:
The Company has transferred Rs. 15069204 to the Reserves and Surplus account.
CHANGE IN NATURE OF BUSINESS:
There is no change in the nature of business of the Company during the year underreview.
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. However Company's financial assets is morethan 50 percent of the total assets and income from financial assets is more than 50percent of the gross income of the Company due to which the Company is required to obtainregistration certification under Section 45-IA of Reserve bank of India 1934 under thecategory of Non-Banking Financial Company (NBFC) in the Investment and Credit Company(ICC) after surrender of its MCX membership w.e.f. 02nd August 2021 to carry onprinciple business activity of Non-Banking Financial Company. The Company is currentlyunder the process of making an application for registration as Non-Banking FinancialCompany.
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 2022 the Company has not accepted any deposit fromthe public within the meaning of Section 73 of the Companies Act 2013 read with Companies(Acceptance of Deposits) Rules 2014 and amendments made thereto.
LOANS GUARANTEES AND INVESTMENTS:
Particulars of loans granted and investments made under the provisions of Section 186of the Companies Act 2013 during the year under review are provided in the notes to thefinancial statement. However the Company has not granted guarantees under section 186during the year under review.
RELATED PARTY TRANSACTIONS:
Your Board endeavors that all contracts/ arrangements/transactions entered by theCompany during the financial year with related parties are in the ordinary course ofbusiness and on an arm's length basis only. During the year under review the Company hadnot entered into any contract/ arrangement/transaction with related parties referred to inSection 188(1) of the Companies Act 2013. Hence Form AOC- 2 is not applicable to theCompany.
Your Directors draw attention of the members to the financial statement which sets outrelated party disclosures.
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 2022 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 2022 the Board of Directors is comprised of Six directors including oneManaging Director one Executive Director two Non-executive Director and two IndependentDirectors. The names and categories of directors and relevant details are given below:
|Sr. No. Name of Directors ||Category |
|1. Reema A. Shah* ||Executive Director |
|2. Hitesh C. Kothari** ||Non-Executive Director |
|3. Ankit J. Shah ||Managing Director |
|4. Savajibhai D. Galiya ||Independent Director |
|5. Bhavesh P. Mamnia ||Independent Director Chairman |
|6. Jayantilal K. Kothari ||Non-Executive Director |
*Designation of Reema A. Shah has been changed from Non-Executive Director to Executivedirector of the Company w.e.f. October 29 2021.
**Designation of Hitesh C. Kothari has been changed from Executive Director toNon-Executive director of the Company w.e.f. October 29 2021.
(2) Appointment & Cessation:
During the year under review none of the directors were appointed or ceased to be thedirector of the Company.
(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.The Independent Directors also have complied with the provisions of Rule 6 of Companies(Appointment and Qualifications of Directors) Rules 2014 as amended relating toinclusion of their name in the databank of independent directors.
(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 Mr. Jayantilal K. Kothari (DIN:07875693) Non-Executive Non Independent Director of the company retires by rotation atthe ensuing annual general meeting and being eligible offers himself for reappointment.The board of directors of the company recommends his re-appointment.
(5) Key Managerial Personnel
Sr. No. Name Designation
1. Ankit J. Shah Managing Director
2. Nishant D. Thakkar Chief Financial Officer
3. Disha Shah Company Secretary
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 6(six) meetings of Board ofDirectors were convened and held the details of which are given in the CorporateGovernance Report which is a part of this Annual Report. The gap between two consecutivemeetings was not more 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 Regulation 22of 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.
At the 28th AGM held on Tuesday 29th September 2020 the members approved appointmentof M/s. Bihari Shah & Co. Chartered Accountants Ahmedabad (Firm Registration No.119020W) as Statutory Auditors of the Company to hold office for a period of five yearsfrom the conclusion of 28th AGM till the conclusion of the Annual General Meeting to beheld in the year 2025 on remuneration to be decided by the Board or Committee thereof inconsultation with the Statutory Auditors.
The requirement to place the matter relating to appointment of auditors forratification by Members at every AGM has been done away by the Companies (Amendment) Act2017 with effect from May 7 2018. Accordingly no resolution is being proposed forratification of appointment of statutory auditors at the ensuing AGM. The StatutoryAuditors have confirmed that they satisfy the independence criteria as required under theAct.
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 Year2021-22. The Secretarial Audit Report in form "MR-3" is attached herewith as Annexure A.
In accordance with the provisions of section 138 of the Companies Act 2013 and rulesframed thereunder your company has appointed M/s. Nisarg Khatri and Associates CharteredAccountant (Membership No. 188787) as the internal auditors of the company in the boardmeeting held on May 23 2022 to conduct the internal audit of the functions and activitiesof the company for the financial year ending on March 31 2023.
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 THEIR SECRETARIAL AUDIT REPORT:
The audit report issued by the statutory auditors of the company is self explanatoryand no comment from the board of directors of the company is required as no qualificationreservation or adverse remark or disclaimer is given by any of the auditors of thecompany.
The secretarial auditor has given his comments in the secretarial audit report issuedfor the period under report for which the directors state that the company is currentlyunder the process of making an application for registration as Non-Banking FinancialCompany.
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 312022 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/reappointment 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 www.islconsulting.in.
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 forms part of the Annual Report.
The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto Meetings of the Board of Directors' and General Meetings' respectivelyhave been duly followed by the Company.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:
Your Company is committed to provide and promote a safe healthy and congenialatmosphere irrespective of gender caste creed or social class of the employees. Duringthe year under review there was no case filed or complaint received pursuant to thesexual harassment of Women at workplace (Prevention Prohibition and Redressal) Act 2013.
DISCLOSURE REGARDING MAINTENANCE OF COST RECORDS:
Section 148 of the Companies Act 2013 read with the Companies (Cost Records and Audit)Rules 2014 as amended from time to time is not applicable to your company. Hence yourCompany is not required 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 Officers or Employees to the Audit Committee under section143(12) of the Companies Act 2013.
Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act 2013 the Companywill place a copy of Annual Return as at March 31 2022 on its website atwww.islconsulting.in. By virtue of amendment to Section 92(3) of the Companies Act 2013read with rule 12 of The Companies (Management and Administration) Rules 2014 theCompany is not required to provide extract of Annual Return (Form MGT-9) as part of theBoard's report.
PARTICULARS OF THE EMPLOYEES:
The information required under Section 197(12) of the Companies Act 2013 read withRule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part of thisreport as Annexure - B.
There are no employee(s) in the Company who are in receipt of remuneration exceedingthe limits specified under Rule 5 (2) of Companies (Appointment & Remuneration ofManagerial Personnel) Rules 2014.
DETAILS OF APPLICATION MADE OR PROCEDDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCYCODE 2016:
During the year under review there were no applications made or proceedings pending inthe name of the company under the Insolvency and Bankruptcy Code 2016.
DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATIONWHILE
AVAILING LOANS FROM BANKS AND FINANCIAL INSTITUTIONS:
During the year under review there has been no onetime settlement of loans taken fromBanks and Financial Institutions.
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.
| ||For and on behalf of the Board of Directors || |
| || ||ISL Consulting Limited |
|Place: Ahmedabad || || |
|Date:18/08/2022 ||Ankit J. Shah ||Reema A. Shah |
| ||Managing Director ||Director |
| ||(DIN: 02695987) ||(DIN: 02698529) |