ISF Ltd Directors Report.

To,

The Members

We are pleased to present 31st Annual Report together with the Audited Annual financial statements of the Company for the Financial Year ended on March 31,2019.

1. Financial summary or highUghts/Performance of the Company

The Boards Report is prepared based on the standalone financial statements of the Company.

Particulars 2018-2019 2017-2018
(Rs. in Lacs) (Rs. in Lacs)
Gross Income 148.15 122.39
Profit Before Interest and Depreciation 25.30 37.73
Finance Charges 21.48 33.66
Gross Profit 3.82 4.07
Depreciation 0 0.38
Net Profit Before Tax 3.82 3.69
Provision for Tax 0.99 1.32
Net Profit After Tax 2.83 2.37
Balance of Profit brought forward 206.34 204.44
Balance available for appropriation 0 0
Proposed Dividend on Equity Shares 0 0
Tax on proposed Dividend 0 N.A
Transfer to General Reserve 0
Surplus carried to Balance Sheet 208.60 206.34

2. State of Companys affairs

During the period under review, your company has earned a total profit of Rs. 2,83,456/-. Your management is working towards growth and development of the Company and we are striving to achieve the milestones and planned target in the next couple of years.

3. Change in the nature of business

There is no change in the business of the Company during the period under review.

4. Dividend

Keeping in view that the Company has not incurred sufficient profit during the financial year 2018-19. the Board of Directors of your Company do not recommend any dividend for the Financial year ended on 31st March, 2019.

5. Finance and Capital Structure

During the year under review, there is no change in the capital structure of the Company. The present authorized and Paid Up Share Capital of the Company is Rs. 9,50,00,000/-.

6. Reserves

During the year under review, your Company has transferred Rs. 57,000/- to statutory reserves u/s 45IC pursuant to requirement of RBI guidelines.

6. Directors and Key Managerial Personnel

During the year under review, Mr. Lt. Gen. Kuldeep Taneja had retired from the Directorship of the Company under Section 152(6) of the Companies Act, 2013 at Annual General Meeting, held on 28/09/2018.

Further, Mrs. Simbal Singh, holding DIN: 00062333, is retiring Director at the upcoming Annual General Meeting of the Company and being eligible, offered herself for re-appointment as Director at the ensuing Annual General Meeting of the Company.

Brief resume, pursuant to Regulation 36 of SEBI (LODR) Regulations 2015 of the Directors proposed to be appointed/ reappointed at the ensuing Annual General Meeting, nature of her expertise in specific functional areas and name of the Listed Companies in which he/she holds directorship is included in the notes to the Notice convening the Annual General Meeting.

The list of present Directors and KPMs are as under: -

Name Designation Date of Appointment
Amarjit Singh Managing Director 29.09.2017
Simbal Singh Director 16.03.2014
Harish Chandra Gandhi Director 22.08.1995
Ved Prakash Ahuja Director 11.11.2009
Gurdial Singh Bakshi Chief Financial Officer 12.11.2015
YajyaVashistha Company Secretary 14.07.2015

8. Number of Meetings of the Board

During the Year of report, the details of the Board Meeting held and convened are given in Corporate Governance Report which forms the part of this report.

9. Particulars of Remuneration of Employees

Pursuant to the Section 197(12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the ratio of the remuneration of each director to the median employees remuneration and such other details are disclosed as Annexure-I.

In accordance with the provisions of Section 136 of the Act, the Directors Report and accounts for the financial year ended 31st March, 2019 are being sent to the members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the members at the Registered office of the Company during business hours on all working days up to the date of ensuing Annual General Meeting,

10. Board Evaluation

The manner in which the performance evaluation was carried out is explained in the Corporate Governance Report.

11. Declaration by an Independent Director(s) and re-appointment

Declaration by Independent Director(s) that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 has been received by Mr. Harish Chandra Gandhi and Mr. Yed PrakashAhuja.

12. Remuneration Policy

The Board has on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and fixing up their remuneration. The brief of the Remuneration Policy is given in the Corporate Governance Report.

13. Details of Subsidiary/Joint Ventures/Associate Companies

There are no subsidiaries/Joint Ventures/Associate Companies of the Company during the financial year under review.

14. Statutory Auditor & Auditors Report

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules made thereunder, the current auditors of the Company, M/s. VSSA & Associates, Chartered Accountants (Firm Registration number: 012421N) having Regd. Office at A-1/255, Safdaijung Enclave, New Delhi, 110029 was appointed by the members at the 29th Annual General Meeting to hold office until the conclusion of the 34th Annual General Meeting, subject to ratification by members at each Annual General Meeting.

The requirement relating to ratification of Auditors by the members of the Company at every AGM has been dispensed with by the Companies Amendment Act, 2017 vide Notification No. S.0.1833(E) datedMay 07th, 2018. Pursuant to the said amendment, during the five-year term of appointment / re-appointment of Statutory Auditors, ratification of the appointment / re-appointment by the members at the Annual General Meeting is not required.

Accordingly business item of ratification of appointment of Statutory Auditors is not included in the Notice calling 31 st Annual General Meeting of the Company.

The Auditors Report does not contain any qualification and the same are self-explanatory and therefore do not call for any further comment thereon.

15. Secretarial Auditors

In terms of Section 204 of the Act, 2013 and Rules made there under, M/s. K. K. Singh & Associates, Practicing Company Secretary had been appointed as Secretarial Auditor of the Company for the financial year ended on March 31,2019, to undertake the Secretarial Audit of the Company.

The Secretarial Audit Report for the financial year ended on March 31,2019 is enclosed as Annexure II to this Report.

Explanation and comments of Board on observation is Secretarial Audit Report are as under:-

a. Updation of the website of the Company is under process in terms of SEBI (LODR) Regulations, 2015.

As per the Regulation 15 of the SEBI (LODR) Regulation 2015 company has been exempted with major provisions of Regulation 46 and very few information is to be dis seminated on the website accordingly we are updating our website as per the applicable provision of SEBI (LODR) Regulations 2015.

16. Internal Audit & Controls

The Board of Directors of your Company is satisfied with the Internal Finance Control process. Internal control environment of the Company is reliable with well documented framework to mitigate risks. The Company engaged M/s. Sapra Sharma & Associates LLP as its Internal Auditor. During the year, the Company implemented their suggestions and recommendations to improve the control environment.

17. Audit Committee

The Board has constituted the Audit Committee. The composition, powers, role and terms of reference of the Committee are in accordance with the requirements mandated under Section 177 of the Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations, 2015. The details of the Audit Committee along with Meetings held during the year are covered in the Corporate Governance Report which forms part of this Report.

18. Vigil Mechanism/Whistle Blower Policy

The details of the Whistle Blower Policy, is covered in the Corporate Governance Report which form part of this Report.

19. Risk management policy

The Board is in opinion that there are no threatening circumstances which may threaten the existence of the Company.

20. Extract of Annual Return

As provided under Section 92(3) of the Act, the extract of annual return is given in Annexure III and also available on the website of the Company i.e. www.isflimited.in in the prescribed Form MGT-9, which forms part of this report.

21. Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the Report

There have been no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year and the date of this Report.

22. Details of significant and material orders passed by the regulators or courts or tribunals

There is no material or significant orders passed by the Regulators/Courts that would impact the going- concern status of the Company and its future operations.

23. Deposits

There are no deposits covered under Chapter V of the Companies Act, 2013 in the Company.

24. Particulars of loans, guarantees or investments under section 186

Details of Loans, Investment, Guarantee / Security provided are disclosed in the Balance sheet presented in the Annual Report.

25. Particulars of contracts or arrangements with related parties

During the Financial year 2018-19, there were no contracts or arrangements with related parties covered under section 188 of Companies Act, 2013. Related Party Disclosure under Accounting Standard (AS) -18 is disclosed by Auditors in his Notes.

26. Corporate Governance Report

Your company has complied with the mandatory provisions of SEBI (LODR) Regulations, 2015, relating to Corporate Governance with the Stock Exchanges. A comprehensive report on Corporate Governance forming part of the Directors Report and the Certificate from the Practicing Company Secretary confirming the compliance of conditions on corporate governance is included in the Annual Report and marked as Annexure- IV.

27. Management Discussion And Analysis

The Management Discussion and Analysis forms part of this Annual Report for the year ended 31 st March, 2019 as Annexure -V.

28. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The conservation of energy, technology absorption, foreign exchange earnings and outgo are not applicable on the Company.

29. Corporate Social Responsibility fCSR)

The provisions regarding corporate social responsibility as per section 13 5 (1) of the Companies Act, 2013, is not applicable on the Company.

30. Directors Responsibility Statement

As required under clause (c) of sub-section (3) of section 134 of the Companies Act, 2013, directors, to the best of their knowledge and belief, state that:

a) In preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws including secretarial standards and that such systems were adequate and operating effectively.

31. Transfer of Amounts to Investor Education and Protection Fund

The Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

32. Listing with Stock Exchanges

The Company confirmed that it has paid the Annual Listing Fees for the year 2018-2019 to BSE and other recognized Stock Exchanges, where the Companys Shares are listed.

33. The Sexual Harassment of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013

The Company has adopted a policy for prevention of Sexual Harassment of Women at workplace & has formed a Committee for implementation of said policy. No complaint of harassment was received during the year.

34. Acknowledgements

Your Directors wish to place on record their appreciation for the continued support and cooperation of the shareholders, bankers, various regulatory and government authorities and employees of the Company. Your support as shareholders is greatly valued. Your directors thank you and look forward to your continuance support.

Sd/- Sd/-
Amarjit Singh Simbal Singh
DIN: 00062294 DIN: 00062333
Managing Director Director
Address: F-13, Pushpanjali Farms Address: F-13, Pushpanjali Farms
Link Road, Bijwasan, South West Delhi Link Road, Bijwasan, South West Delhi