inter state oil carrier ltd Directors report

To the Members of Inter State Oil Carrier Limited,

Your Board of Directors have pleasure in presenng the 39 Annual Report along with the Audited

Financial Statement of Accounts of the Company for the financial year ended on 31 March, 2023.

FINANCIAL HIGHLIGHTS

Summary of Financial Results achieved for the financial year ended 31 March, 2023 as compared to

previous financial year is as follows:

(Rs. in Lakhs)

Par_culars	2022-2023	2021-2022
Revenue from Operaons (T urnover )	5,382.18	4,520.45
Other Income	26.43	255.19
Total Income	5,408.61	4,775.64
Pro t before Depreciaon, In terest and Tax (PBDIT)	470.23	697.14
Depreciaon & Amorz aon	376.93	253.83
Finance Cost	165.89	113.20
Pro t before Tax	(72.59)	330.11
Less : Provision for Taxaon:-
Current year Tax	0.07	48.79
Deferred Tax & Earlier Year Tax	(30.08)	8.21
Pro t for the year a er Tax	(42.58)	273.11
Other Comprehensive Income/(Loss) for the year, Net of Tax	(0.37)	0.02
Total Comprehensive Income for the year	(42.95)	273.13
KEY FINANCIAL INDICATORS
Share Capital	499.23	499.23
Reserves and Surplus	1,231.74	1,274.69
Net Worth	1,730.97	1,773.92
Fixed Assets	2,387.86	1944.17
Book Value Per Share ( Rs.)	34.67	35.53

DIVIDEND

The Board of Directors of the Company at their meeng held on 25 May, 2023 decided not to recommend

dividend to shareholders for the financial year 2022-2023 in order to preserve the cash flows.

TRANSFER TO RESERVES

The Board doesnt propose to transfer any funds to the General Reserve for the financial year 2022-2023.

INDIAN ECONOMY

It has been explained in the Managements Discussion and Analysis Report.

TRANSPORT SECTOR

With a new government many policies are expected to be implemented, which will give a fresh impetus to Indias growth engine, parcularly in the corporate and small and medium enterprises (SME) sector, which in turn will expand demand for the logiscs sector.

FINANCIAL PERFORMANCE REVIEW

The Total Income for the year ended 31 March, 2023 has been Rs. 5,408.61 Lakhs as against Rs. 4,755.64 Lakhs in the previous year, showing increase of Rs. 632.97 Lakhs. Pro t a er tax for the year is Rs. (42.58) Lakhs as against of Rs. 273.11 Lakhs in the previous year.

FUTURE PROSPECTS

A sharp rise in in aon worsened the economy with an increase in fuel costs which has adversely impacted the prospects of the Indian Logiscs Sector. With rising fuel costs and constant policy changes, the logiscs sector is also facing the challenge of reducing margins. Your Directors are making all efforts to improve the performance of the Company in future.

CHANGE IN NATURE OF BUSINESS, IF ANY

During the year under review, there has been no change in the nature of the business of your Company.

COVID 19 PANDEMIC

The real reason the world saw a be er side of the pandemic in 2022 was because it managed to stay ahead of the curve. Billions of people were able to resume their lives because of the onset of high-quality vaccines delivered at a historic pace. The importance of robust vaccines (ones that keep changing to counter the changing nature of the virus), mely booster doses and precauon at a personal level, cannot be stressed enough. 2022 was the year when humanity turned the de against Covid-19.

There is no material impact on the business of the Company during the year under review due to Covid-19

pandemic.

CAPITAL STRUCTURE & CHANGES IN SHARE CAPITAL

The Authorised Share Capital of the Company is Rs. 5,30,00,000 comprising 53,00,000 Equity Shares of

Rs. 10/- each as on 31 March, 2023. The paid-up share capital of the Company stands at Rs. 4,99,23,000

comprising of 49,92,300 equity shares of Rs. 10/- each as on 31 March, 2023. During the year under review, there was no change in the capital of the Company. Further the Company has not issued any sweat equity

shares or bonus shares or equity shares with differenal rights as to dividend, vong or otherwise.

INDIAN ACCOUNTING STANDARDS

The financial statement for the year ended 31 March, 2023 of the Company have been prepared in accordance with Indian Accoutinng Standards (Ind AS) as per the Companies (Indian Accoutinng Standard) Rules, 2015 no ed under Secon 133 of the Companies Act, 2013 read with the relevant rules issued thereunder and the other recognised Accoutinng pracces and policies to the extent applicable.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture or Associate Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs)

Composi on

As on 31 March, 2023, the Board of Directors of the Company comprised of 5 ( ve) Directors, viz. 3 (three) Non-Execu ve/Independent Directors including a Woman Director and 2 (two) Execu ve Directors. The posion of the Chairman of the Board and the Managing Director are held by separate individuals. The pro le of all the Directors can be accessed on the Companys website at hps://isocl.in/ about-us/

Directors liable to Refire by Rota_on

In accordance with the provisions of Secon 152(6)(d) of the Companies Act, 2013 read with Companies (Appointment and quali caon of Directors) Rules 2014, and Arcles of Associaon of the Company, Mr. Sanjay Jain (DIN: 00167765), Managing Director of the Company, is liable to rer e by rotaon at the forthcoming Annual General Meeng and being eligible, has offered himself for re-appointment.

Re-appointment of Independent Director

Mr. Nand Kumar Bha er, (DIN: 00013918), was appointed as an Independent Director of the Company w.e.f. 14.11.2018 for a term of ve years. His officeof directorship is due for rer ement on 13.11.2023. Based on the recommendaon of the Nominaon and Remuneraon Commi ee and a er taking into

account the performance evalua on, his knowledge, exper se, experience and the substan al

contribuon made by him, the Board at its meeng held on 25 May, 2023, has approved the reappointment of Mr. Bha er as an Independent Director of the Company for a second term of ve years with effect from 14.11.2023, subject to the approval of the members at the ensuing Annual General Meeng of the Company and whose officeshall not be liable to rer e by rotaon. The Board recommends the re-appointment to the shareholders.

Information regarding the directors seeking appointment/re-appointment as required by Regulaon 36 of the Lisng Regulaons and Secretarial Standard-2 on General Meeng issued by the Instut e of Company Secretaries of India (ICSI) has been given in the noce convening the ensuing Annual General Meeng.

Independent Directors

In terms of Secon 149 of the Companies Act, 2013, as on 31 March, 2023, your company had following

Independent Directors:

Mrs. Pooja Sarda, Mr. Nand Kumar Bha er, Mr. Sunil Shah,

The Company has received declaraons from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Secon 149 of the Act as well as Regulaon 16 and 25 of the Lisng Regulaons.

The Independent Directors have also submi ed a declaraon confirming that they have registered their names in the databank of Independent Directors as being maintained by the Indian Instut e of Corporate A airs (IICA) in terms of Rule 6 of the Companies (Appointment and Quali caon of Directors) Rules, 2014 and the required directors have qualified the online pro ciency self-assessment test in terms of Rule 6(4) of the Companies (Appointment and Quali caon of Directors) Rules, 2014.

None of the independent directors are aware of any circumstance or situaon, which exist or may be reasonably ancipa ted, that could impair or impact their ability to discharge their dues with an objecv e independent judgment and without any external in uence. The board of directors have taken on record the declaraon and con rmaon submi ed by the Independent Directors a er undertaking due assessment of the same and in their opinion the Independent Directors fulfill the condions specified in the Act and Lisng Regulaons and are independent of the management.

The Independent Directors have complied with the Code for Independent Directors prescribed in

Schedule IV to the Act along with the Code of Conduct for Directors and Senior Management Personnel formulated by the Company as per Lisng Regulaons.

Key Managerial Personnel (KMPs)

Pursuant to the provisions of Secons 2(51) and 203 of the Companies Act, 2013, read with the Companies

(Appointment and Remuneraon of Managerial Personnel) Rules, 2014. As on 31 March, 2023, your

company has following KMPs:

Sl. No.	Name of KMPs	Designa_on
1.	Mr. Sanjay Jain	Managing Director
2.	Mr. Shan Lal Jain	Whole Time Director
3.	Mr. Malay Das	Chief Financial Officer
4.	Ms. Rashmi Sharma*	Company Secretary & Compliance Officer

Ms. Nikita Mohta who was serving as the Company Secretary of the Company, tendered her resignaon

from the services of the Company with effect from 31 January, 2023. The Board places on record its deep

appreciaon for the contribuons made by Ms. Nikita Mohta.

*Ms. Rashmi Sharma was appointed as the Company Secretary of the Company with effect from 1

February, 2023.

Apart from the aforesaid, no changes in the KMPs have taken place during the year under review.

BOARD MEETINGS

The Board met 5 ( ve) mes during the financial year under review. The Board meeng held on 30.05.2022 was adjourned twice to 31.05.2022 and 01.06.2022. The intervening gap between two consecuv e meengs was within the period prescribed under the Companies Act, 2013 and the SEBI (Lisng Obligaons and Disclosure Requirements) Regulaons, 2015.

The details of Board Meengs along with Directors a endance are given below:

1. Name of Director	Mr. Shan Lal Jain	Mr. Sanjay Jain	Mrs. Pooja Sarda	Mr. Nand Kumar Bha er	Mr. Sunil Shah
2. Category	Whole Time Director	Managing Director	Non-Execu ve/ Independent Director	Non-Execu ve/ Independent Director	Non-Execu ve/ Independent Director
3. A_endance of
Directors in the
mee_ng held on
30.05.2022	Yes	No	Yes	Yes	Yes
10.08.2022	Yes	Yes	Yes	Yes	Yes
11.11.2022	Yes	Yes	Yes	Yes	No
31.01.2023	Yes	Yes	Yes	Yes	No
27.03.2023	Yes	Yes	Yes	Yes	Yes

SKILLS/EXPERTISE/COMPETENCIES OF THE BOARD OF DIRECTORS

The Board of Directors of the Company is highly structured to ensure high degree of diversity by age,

quali caon, professional background, sector experse and special skills.

The Board of Directors have based on the recommendaon of Nominaon and Remuneraon Commi ee, iden ed the following core skills/experse/ competencies of Directors, as required in the context of Companys business: a. Operaons b. Finance c. Accounts d. Markeng e. Management

The following are the details of respecv e core skills of Board Members:

Name of Director	DIN	Category	Core Skills
Mr. Shan Lal Jain	00167773	Whole-Time Director	Operaons
Mr. Sanjay Jain	00167765	Managing Director	Markeng
			Operaons
Mr. Nand Kumar Bha er	00013918	Non-Execuv e/	Management
		Independent Director	Accounts
Mrs. Pooja Sarda	05344423	Non-Execuv e/	Management
		Independent Director	Accounts
Mr. Sunil Shah	00606846	Non-Execuv e/	Finance
		Independent Director	Accounts

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND THE DIRECTORS

In terms of the requirement of the Act and the Lisng Regulaons, an annual performance evaluation of the Board, its Commi ees and the Directors was undertaken which included the evaluation of the Board as a whole, Board Commi ees and peer evaluation of the Directors.

The performance of non-independent directors, the Board as a whole was evaluated in a separate meeng of independent directors, taking into account the views of execuv e directors and non-execuv e directors. They also evaluated the performance of the Chairman taking into account the views of Execuv e Directors and Non-Execuv e Directors. They also accessed the quality, quanty and meliness of flow of information between the Companys Management and the Board and its members that is necessary for the Board to e ecv ely and reasonably perform their dues.

Performance evalua on of independent directors was done by the en re Board, excluding the

independent director being evaluated.

Internal Structured Quesonnair e was prepared in accordance with the Guidance Note on Board Evaluation issued by the Securies and Exchange Board of India on 5th January, 2017, which were circulated to the Directors and/ or Commi ee Members for their feedback/ comments. The Con denal Quesonnair e was responded to by the Directors and their feedback/ comments were received on how the Board currently operates and how it can enhance its e ecv eness.

The Nominaon and Remuneraon Commi ee (NRC) reviewed the performance of the Directors. The same was discussed in the Board Meeng that followed the meeng of the Independent Directors and NRC at which the feedback received from the Directors on the performance of the Board and its Commi ees was also discussed.

The Board of Directors has expressed its sas facon with the evaluation process.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of

secon 134(3) (c) r ead with secon 134(5) of the Companies Act, 2013 in the pr eparaon of the annual

accounts for the year ended on 31 March, 2023 and state that: a. In the preparaon of the annual accounts, the applicable Accoutinng standards have been followed along with proper explanaon relang to material departure, if any; b. The Directors have selected such Accoutinng policies and applied them consistently and made judgments and esma tes that are reasonable and prudent, so as to give a true and fair view of the state of a airs of the Company at the end of the financial year and of the profit of the Company for that period; c. The Directors have taken proper and sufficient care for the maintenance of adequate Accoutinng records in accordance with the provisions of this Act for safeguarding the assets of the Company and for prevenng and detecng fraud and other irregularies;

d. The Directors have prepared the annual accounts on a going concern basis; e. The Directors have laid down internal financial controls to be followed by the Company and that

such internal financial controls are adequate and are operating e ecv ely; f. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating e ecv ely.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments a ecng the financial posion of the Compan y which have occurred between the end of the financial year of the Company to which the financial statement relates and ll the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS, STATUTORY AND QUASI-JUDICIAL BODY

The Company led a writ peon with the Honble High Court of K olkata being aggrieved by inacon of Income Tax Authority concerned in refunding the admi ed refundable amount relang to assessment years 2018-19 and 2019-20 which has been withheld for the reason of pendency of appeal relang to

assessment year 2017-18. Therefore, on 11 July, 2023, the Honble High Court of Kolkata, passed an order direcng the Authority concerned to refund the admi ed refundable amount relang to assessment years 2018-19 and 2019-20. The above order does not impact the going concern status of the Company.

Apart from this no other significant and material order has been passed by the regulators, courts and tribunals, statutory and quasi-judicial body impacng the going concern status and the Companys operaons in future.

RISK MANAGEMENT

The Company, like any other enterprise, is exposed to business risk which can be internal risks as well as external risks. Any unexpected changes in regulatory framework pertaining to fiscal benefits and other related issues can affect our operaons and pro tability. A key factor in determining a Companys capacity to create sustainable value is the ability and willingness of the Company to take risks and manage them e ecv ely and efficiently. However, the Company is well aware of the above risks and as part of business strategy has put in a mechanism to ensure that they are mig ated with mely acon. The de tails of the Risk Management Policy are available on the Companys website and can be accessed through the link: hps://isocl.in/ code-of-conduct-policies/.

PUBLIC DEPOSITS

The Company has not accepted any deposit falling within the purview of provisions of Secon 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review.

LISTING INFORMATION

The Equity Shares of your Company is listed on the Bombay Stock Exchange Ltd (BSE), Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400 001 and the code is 530259. The lisng fee for the financial year 2023-2024 has been paid.

REGISTRAR AND SHARE TRANSFER AGENT FOR PHYSICAL AND DEMAT SEGMENTS (RTA)

The Company connued appointment of M/s. Maheshwari Datamacs Private Limited, Phone : +91 33 22482248, Fax No : +91 33 22484787, e-mail : mdpldc@yahoo.com as the Registrar and Share Transfer Agents of the Company.

CORPORATE IDENTIFICATION NUMBER (CIN)

The Company is registered with the Registrar of Companies, Kolkata, West Bengal. The Corporate Iden ty Number (CIN) allo ed to the Company by the Ministry of Corporate A airs (MCA) is L15142WB1984PLC037472.

DEMATERIALIZATION OF SHARES

The Equity Shares of the Company are registered with National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) for having the facility of Dematerialiaza on of shares and its ISIN NO. is INE003B01014.

ANNUAL RETURN

Pursuant to Secon 92(3) and Secon 134(3)(a) of the Companies Act, 2013, the Annual Return as on 31 March, 2023 read with Rule 12 of the Companies (Management and Administraon) Rules, 2014 is available on the Companys website and can be accessed through the link:hps://isocl.in/ annual-return-as-provided-under-secon-92-of -the-companies-act-2013/ for reference and perusal.

STATUTORY AUDITORS

In compliance with Secon 139 of the Companies Act, 2013 read with Rules made thereunder, M/s. Patni & Co. (ICAI Firm Registraon Number 320304E), Chartered Accountants, were appointed as the Statutory

Auditor of the Company, for a second term of 5 ( ve) consecuv e years at the 38 Annual General Meeng

(AGM) held on 20 September, 2022, to hold officefrom the conclusion of the said meeng ll the

rd

conclusion of the 43 AGM to be held in the year 2027.

STATUTORY AUDITORS REPORT

The Statutory Auditors Report issued by M/s. Patni & Co., Chartered Accountants, on the financial

statements of the Company for the financial year ended on 31 March, 2023 forms part of this Annual Report. There has been no quali caon, reservaon, adverse remark or disclaimer given by the Auditors in their Report.

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Secon 204 of the Act, read with the Companies (Appointment and Remuneraon of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has appointed M/s. Rantu Das & Associates, Praccing Company Secretaries, as Secretarial Auditor of the Company for the Financial Year 2022-2023. The Secretarial Audit Report in Form MR-3, for the Financial Year 2022-2023, is annexed hereto and marked as Annexure I.

The Company does not have any material subsidiary company and hence the provisions of Secretarial Audit for material unlisted company, as no ed by SEBI Circular No. CIR/CFD/CMD1/27/2019 dated 08.02.2019, vide which Regulaon 24A of SEBI (Lisng Obligaons and Disclosure Requirements), Regulaons, 2015 was amended, is not applicable to your Company.

In compliance with the provisions of secon 134(3) of the Companies Act, 2013, the Secretarial Auditor in

their report for the financial year ended on the 31 March, 2023, made the following observaons:

Observaon 1: As per the charge list in MCA site, there are two charges for which loan has been repaid, but

no sas facon of charges has been led to ROC.

Explanaon: The Company is connuously following up with the charge holders for No-objecon le er for sas facon of charge. The company shall le the form for sas facon of charge as soon as no-objecon le er is received from the charge holder.

Observaon 2: The Company has not led Audited Financial Results under Regulaon 33 of the SEBI

(LODR) 2015 for year ended 31 March, 2022 within me limit.

Explanaon: Audited financial results for the quarter and year ended 31.03.2022 were required to be led with the Stock Exchange on 31.05.2022. The same were recommended and approved by the Board of Directors on 01.06.2022 and led with the stock exchange on 01.06.2022 with a delay of 2 days. The company has paid the requisite ne to the Stock Exchange.

ANNUAL SECRETARIAL COMPLIANCE AUDIT

The requirement of Annual Secretarial Compliance Audit under Regulaon 24A of SEBI (Lisng Obligaons and Disclosure Requirements) Regulaons, 2015 read with SEBI Circular No.: CIR/CFD/CMD1/27/2019 dated 08.02.2019 was not applicable to the Company during the year under review.

INTERNAL AUDITOR

In accordance with the provisions of Secon 138 of the Act read with the Companies (Accounts) Rules, 2014, Mr. Sudhir Kumar Jha, conducted the Internal Audit of the Company for the Financial Year 2022-23. The Audit Commi ee considers and reviews the Internal Audit Report submi ed by the Internal Auditor on a quarterly basis.

The Board of Directors on recommendaon of the Audit Commi ee at its meeng held on 25 May, 2023, have re-appointed Mr. Sudhir Kumar Jha as the Internal Auditors of the Company for the financial year 2023-24.

COST AUDIT AND MAINTENANCE OF COST RECORDS

The provisions of Secon 148 of the Companies Act, 2013, with r espect to maintenance of Cost records and Cost Audit are not applicable on the Company.

REPORTING OF FRAUD BY AUDITORS

During the year under review, the Statutory Auditors and Secretarial Auditors have not reported any instances of frauds commi ed in the Company by its o cers or employees, to the Audit Commi ee under Secon 143(12) of the Companies Act, 2013 details of which needs to be menoned in this Report.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of loans, guarantees and investments covered under the provisions of Secon 186 of the

Companies Act, 2013 forms part of the notes to the Financial Statements for the year ended 31 March, 2023.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has in place Internal Complaints Commi ee (ICC) which has been set up to redress complaints regarding Sexual Harassment.

All employees (Permanent, Contractual, Temporary, Trainees) are covered under this Act.

The following is the summary of Sexual Harassment complaints received and disposed of during the year 2022-2023:

No. of Complaints received : NIL No. of Complaints disposed off : NIL

COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARDS

The Company has complied with the applicable provisions of Secretarial Standards - 1 and Secretarial Standards - 2, issued by the Instut e of Company Secretaries of India (ICSI).

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

All Board members of the Company are a orded every opportunity to familiarize themselves with the Company, its management, its operaons and above all, the Industry perspecv e and issues. They are made to interact with senior management personnel and proacv ely provided with relevant news, views and updates on the Company and sector. All the information/documen ts sought by them is/are also shared with them for enabling a good understanding of the Company, its various operaons and the industry of which it is a part. The details of the Familiarisaon Programme for Independent Directors with the Company in respect of their roles, rights, responsibilies in the Company, nature of the industry in which Company operates, business model of the Company and related Matters is available on the Companys website and can be accessed through the link:https://isocl.in/familiarization-programmed-for-independent-director/.

COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The policy is to have an appropriate mix of Execuv e and Non-Execuv e/Independent Directors to maintain the independence of the Board, and separate its funcons of governance and management. As

on 31 March, 2023, the Company has 2 (Two) Execuv e Directors and 3 (Three) Non-Execuv e Directors on the Board. The Companys Policy for selecon and appointment of Directors and their remuneraon is based on its Nominaon and Remuneraon policy which, inter alia, deals with the manner of selecon of the Directors and such other Matters as provided under secon 178(3) of the Act and 19(4) of SEBI (Lisng Obligaons and Disclosure Requirements) Regulaons, 2015, including any amendment thereto are covered under the Companys Nominaon and Remuneraon Policy and on the Companys website and can be accessed through the link:https://isocl.in/code-of-conduct-policies/.

Your Directors a rm that the remuneraon paid to the directors is as per the terms laid out in the Nominaon and Remuneraon Policy of the Company.

CORPORATE GOVERNANCE

The Company believes in and has pracced good Corporate Governance. Our corporate governance philosophy is based on the principles of equity, fairness, spirit of law, higher standards of tranparancy, accountability and relibility in respect of all its transacons. The Company believes that sound corporate governance is necessary to retain stakeholders trust and ensures efficient working and proper conduct of the business of the Company with integrity. The guidelines for its development is a connuous pr ocess, which o en undergoes chances to suit the changing mes and needs of the business, society and the naon.

It may be noted that Regulaon 17 to 27 and clauses (b) to (i) of sub-regulaon (2) of Regulaon 46 and para C, D and E of Schedule V of SEBI (Lisng Obligaons and Disclosure Requirements), Regulaons, 2015 are not applicable to your company pursuant to provisions of Regulaon 15 of the said Regulaons as the Paid up Capital of the Company is below Rupees Ten Crores and Net worth below Rupees Twenty Five Crores as on the last day of the previous Financial Year as well as on date of the report.

As such the Company is not required to mandatorily append to this report the Corporate Governance Report.

CONSTITUTION OF VARIOUS COMMITTEES AS PER COMPANIES ACT, 2013

The company has constut ed sub-commi ees of the board as per the provisions of Companies Act, 2013 with proper composion of its members. The Company Secretary of the Company acts as the Secretary to the Commi ees.

Presently, there are three Commi ees:  Audit Commi ee  Nominaon and R emuneraon Commi ee  Stakeholders Relaonship Commi ee

a. Audit Commi_ee: The Composion of the Commi ee and a endance in the Commi ee meengs

held during the financial year 2022-2023 is given below: -

1. Name of Director	Mrs. Pooja Sarda	Mr. Nand Kumar Bha er	Mr. Sunil Shah
2. Category	Non-Execuv e /	Non-Execuv e /	Non-Execuv e /
	Independent Director	Independent Director	Independent Director
3. Posi on	Chairperson of the Commi ee	Member of the Commi ee	Member of the Commi ee
4. A_endance of Directors in the mee_ng held on
07.04.2022	Yes	Yes	No
30.05.2022	Yes	Yes	Yes
10.08.2022	Yes	Yes	Yes
11.11.2022	Yes	Yes	No
31.01.2023	Yes	Yes	No

During the year under review, there were no instances when the recommendaons of the Audit Commi ee were not accepted by the Board. The meeng held on 30.05.2022 was adjourned twice to 31.05.2022 and 01.06.2022.

b. Nomina_on and Remunera_on Commiuee: The Composion of the Commi ee and a endance in the

Commi ee meengs held during the financial year 2022-2023 is given below: -

1. Name of Director	Mrs. Pooja Sarda	Mr. Nand Kumar Bha er	Mr. Sunil Shah
2. Category	Non-Execuv e / Independent Director	Non-Execuv e / Independent Director	Non-Execuv e / Independent Director
3. Posi on	Chairperson of the Commi ee	Member of the Commi ee	Member of the Commi ee
4. A_endance of Directors in the mee_ng held on
31.01.2023	Yes	Yes	No

c. Stakeholders Rela_onship Commiuee: The Composion of the Commi ee and a endance in the

Commi ee meengs held during the financial year 2022-2023 is given below: -

1. Name of Director	Mrs. Pooja Sarda	Mr. Shan Lal Jain	Mr. Sanjay Jain
2. Category	Non-Execuv e / Independent Director	Execuv e Director (Whole Time)	Execuv e Director (Managing)
3. Posi on	Chairperson of the Commi ee	Member of the Commi ee	Member of the Commi ee
4. A_endance of Directors in the mee_ng held on
31.01.2023	Yes	Yes	Yes

SEPARATE INDEPENDENT DIRECTORS MEETING

During the year under review, the Independent Directors met on 21 March, 2023 without the a endance of Non-Independent Directors and members of the Management, except the Company Secretary, who was present by invitaon. All Independent Directors were present at this Meeng.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company. Your Company has established adequate Internal Financial Control systems to ensure reliable financial reporng and compliance with laws and regulaons. All resources are put to opmal use and adequately protected against any loss. All transacons are authorized, recorded and reported correctly. Policies and guidelines of your Company are being adhered to and improvements in process e ciencies and e ecv eness are being carried out on an ongoing basis.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the requirement of the Secon 177(9) of the Companies Act, 2013, the Company has established vigil mechanism which also incorporates a whistle blower policy in terms of the SEBI Lisng Regulaons. Protected disclosures can be made by a whistle blower through an e-mail or phone or le er to the Chairperson of the Audit Commi ee. The Vigil Mechanism (Whistle Blower Policy) is available on the Companys website and can be accessed through the link:hps://isocl.in/vigil-mechanism-whis tle-blower-policy/.

A mechanism has been established for employees to report unethical behaviour, actual or suspected fraud or violaon of the Code of Conduct and e thics directly to the forum. It also provides for adequate safeguards against vicmiz aon of employees who avail the mechanism and allows direct access to the Chairperson of the Audit Commi ee in exceponal cases.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

It has been explained in the Managements Discussion and Analysis Report.

POLICIES

The SEBI (Lisng Obligaons and Disclosure Requirements) Regulaons, 2015 mandated the formulaon of certain policies for all listed companies. All applicable policies are available on the Companys website and can be accessed through the link:https://isocl.in/code-of-conduct-policies/. The policies are reviewed periodically by the Board and updated based on need and new compliance requirement.

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

In accordance with Regulaon 34 read with Schedule V of SEBI (Lisng Obligaons and Disclosure Requirements) Regulaons, 2015 (hereina er referred to as Lisng Regulaons), the Managements Discussion and Analysis Report for the year under review, has been enclosed separately and marked as

"Annexure- II".The Audit Commi ee of the Company has reviewed the Management Discussion and

Analysis Report of the Company for the year ended 31 March, 2023.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provision of secon 135(1) of the Companies Act, 2013 i.e., corporate social responsibility is not applicable on your company. Therefore, your company has not constut ed CSR committee and need not require to spend any sum on CSR acvies for the financial year 2022-2023. Hence no report on Corporate Social Responsibility is given.

MD & CFO CERTIFICATION

The Managing Director and Chief Financial Officer of the Company have given a cer c ate as required under Regulaon 17(8) of the SEBI (Lisng Obligaons and Disclosure Requirements) Regulaons, 2015. It forms part of the Report and is marked as "Annexure- III".

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevenon of Insider Trading as amended from me to me with a view to regulate trading in securies by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensiv e information in relaon to the Company and during the period when the Trading Window is closed. The Board is responsible for implementaon of the Code.

All Board of Directors and the designated employees have con rmed compliance with the Code.

CODE OF CONDUCT

The Company has adopted the Code of Conduct for all Board members and Senior Management Personnel. All Board members and Senior Management Personnel as per Regulaon 26(3) of the SEBI (Lisng Obligaons and Disclosure Requirements) Regulaons, 2015, have a rmed compliance with the applicable Code of Conduct. A declaraon to this effect signed by the Managing Director of the Company forms part of this Report and is marked as "Annexure- IV".

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company, being a Transport company, has no acvity relang to conservaon of energy or

technology absorpon to be declared pursuant to Secon 134 of the Companies Act, 2013.

There is no earning or outgo of Foreign Exchange during the year under review.

CERTIFICATE FOR NON-DISQUALIFICATION OF DIRECTORS

On an annual basis, the Company obtains from each Director, details of their Board and Commi ee posions he/she occupies in other Companies and changes, if any regarding their Directorships. The Company has obtained a cer c ate from M/s. Rantu Das & Associates, Praccing Compan y Secretaries, that none of the directors on the board of the Company have been debarred or disqualified from being appointed or connuing as directors of Companies by the Board/Ministry of Corporate A airs or any such authority and the same forms part of this report and is marked as "Annexure- V".

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

None of the employees, employed during the year, was in receipt of remuneraon, in aggregate of Rupees One Crore and Two Lakhs or more per annum for the financial year 2022-2023 or Rupees Eight Lakh Fiy Thousand or more per month for any part of the financial year, as set out in the Companies (Appointment and Remuneraon of Managerial Personnel) Rules, 2014. The information pursuant to Rules 5(2) and 5(3) of the Rules forms part of this report and is marked as "Annexure- VI".

The rao of remuneraon of each Director to the median employees remuneraon and other details in accordance with sub-secon 12 of Secon 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneraon of Manag erial Personnel) Rules, 2014, as amended, forms part of this report and is marked as "Annexure- VII".

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transacons entered into by the Company during the financial year were in ordinary course of business and at an arms length basis. Form AOC 2 forms part of the Report and is marked as "Annexure- VIII".

Details of Related Party Transacons of the Company are covered under Notes to Accounts for 2022-2023. All transacons with related pares were reviewed and approved by the Audit Commi ee. Prior approval is obtained for related party transacons which are of repev e nature and entered in the ordinary course of business and on an arms length basis.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report is not applicable to the Company during the period

under review.

GENERAL

The other disclosures not commented upon in this report pursuant to Secon 134 of the Companies Act,

2013 read with rules are not applicable to the Company for the financial year under review.

The Company serviced all the debts & financial commitments as and when they became due and no

selemen ts were entered into with the bankers.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciaon of the assistance and co-operaon extended to the Company by commercial Banks, Government of India, various State Governments, Shareholders and all others stakeholders. Their connued support has been a source of strength to the Company. Your Directors also wish to place on record their sincere appreciaon of contribuon and high level of commitment of every employee of the Company.

For and on behalf of the Board of Directors

		Sanjay Jain	Nand Kumar Bha_er
Place: Kolkata		Managing Director	Director
Dated: The 11	Day of August, 2023	(DIN:00167765)	(DIN:00013918)

Annexures forming part of this Report of the Directors

Annexure	Par_culars
I	Secretarial Audit Report
II	Managements Discussion and Analysis Report
III	MD & CFO cer c aon
IV	Declaraon r egarding a rmaon of Code Of Conduct
V	Cer c ate of Non-Disquali caon of Dir ectors
VI	Statement pursuant to Secon 197(12) of the Companies Act, 2013 r ead with Rule 5(2) &
	(3) of Companies (Appointment and Remuneraon of Manag erial Personnel) Rules, 2014
VII	Statement of Disclosure under Secon 197(12) of the Companies Act, 2013 read with
	Rule 5(1) of Companies (Appointment and Remuneraon of Manag erial Personnel)
	Rules, 2014.
VIII	Form No. AOC -2