Dear Members,
Your Directors are pleased to present the 31st Annual Report along with the
Audited Accounts of the Company for the financial year ended on March 31, 2023.
FINANCIAL SUMMARY/HIGHLIGHTS OF PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY:
Your Company has prepared the Financial Statements for the financial year ended March
31, 2023 under Section 133 of the Companies Act, 2013 read with the Companies (Accounts)
Rules, 2014 and has recast the Financial Statements relating to the previous financial
year ended March 31, 2022 in order to make them comparable.
(Rupees in Lakhs)
Particulars |
Year ended 31-03-2023 |
Year ended 31-03-2022 |
| Revenue from Operation |
1,726.581 |
2525.809 |
| Other Income |
27.557 |
14.533 |
| Total Income |
1,754.138 |
2540.341 |
| Total expenditure |
1,855.289 |
2335.227 |
| Profit / (loss) before exceptional items & provision for tax |
(101.150) |
205.115 |
| Less: Exceptional items |
0.000 |
0.000 |
| Profit / (loss) Before Tax |
(101.150) |
205.115 |
| Less: Tax Expenses |
0.516 |
(54.423) |
| Net Profit / (loss) after Tax for the year |
(100.634) |
150.692 |
| Earnings per Share |
(0.4193) |
0.6279 |
| Balance carried forward to Balance Sheet |
(100.634) |
150.692 |
DIVIDEND:
In order to conserve the financial resources, the Board of Directors of the Company do
not recommend any dividend for the said financial year.
AMOUNT TRANSFER TO RESERVES AND SURPLUS:
The Company has transferred Rs. (1,00,63,401) 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 under
review.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE
FINANCIAL YEAR AND DATE OF REPORT: There have been no material changes and/or
commitments affecting the financial position of the Company occurred between the end of
the financial year to which this financial statement relates and the date of the report.
However, the company surrendered its membership of the MCX exchange and acknowledgement
& permission was received from the SEBI on 02nd August, 2021. In pursuance
to the said surrender, the Company fall under the registration criteria of NBFC as
prescribed in the Reserve Bank of India Act, 1934 and other circulars issued by the
Reserve Bank of India. The Company applied for the registration as NBFC under the category
of Investment and Credit Company (ICC) vide an application dated 28th May, 2022
as per the prescribed procedure. However, on 17th June, 2022, the said
aforementioned application was rejected vide letter dated 15th June, 2022
served by the Reserve Bank of India, Department of Regulation. The Company has made a
fresh application for NBFC Registration under Type I NBFC-ND on 21st June, 2023
and the same is still under process.
DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:
During the year under review, no significant or material orders have been passed by the
Regulators or Courts or Tribunals which can have impact on the going concern status and
the Companys operations in future.
INTERNAL FINANCIAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK:
As per provisions of the Companies Act, 2013, the company has implemented Internal
Financial Control system. To maintain its objectivity and independence, the Internal
Auditors report to the Audit Committee of the Board. The Internal Auditors monitor and
evaluate the efficacy and adequacy of internal control system, its compliance with
operating systems, accounting procedures and policies in the Company. Based on the report
of internal audit function, process owners undertake counteractive action in their
respective areas and thereby further strengthen the controls. Significant audit
observations and corrective actions thereon are presented to the Audit Committee from time
to time. Based on the review of this evaluation, there have been no significant
transactions / events during the year that have materially affected our internal financial
control system. The Board has also put in place requisite legal compliance framework to
ensure compliance of all the applicable laws and that such systems are adequate and
operating effectively.
PUBLIC DEPOSITS:
During the year ended on March 31, 2023, the Company has not accepted any deposit from
the 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:
Details of Loans, Guarantee and Investments, if any, covered under the provisions of
Section 186 Section 186 of the Companies Act, 2013, during the year under review, are
provided in the notes to the financial statement.
RELATED PARTY TRANSACTIONS:
Your Board endeavors that all contracts/ arrangements/transactions entered by the
Company during the financial year with related parties are in the ordinary course of
business and on an arms length basis only. During the year under review the Company had
not entered into any contract/ arrangement/transaction with related parties referred to in
Section 188(1) of the Companies Act, 2013. Hence Form AOC- 2 is not applicable to the
Company.
In terms of Regulation 23 of the SEBI Listing Regulations, your Company submits details
of related party transactions as per the format specified in the relevant accounting
standards to the stock exchanges on a half yearly basis.
Your directors draw attention of the members to the financial statement which sets out
related party disclosures.
SHARE CAPITAL:
During the financial year under report, the company has neither made any issue of
equity shares with differential voting rights, sweat equity shares or under employee stock
options scheme nor it has made any provision of money for purchase of its own shares by
employees or by trustees for the benefit of employees.
At present, the Company has only one class of shares equity shares with face value of
Rs. 5/- each. As on March 31, 2023, the authorized share capital and paid-up share capital
of the company stands at Rs. 12,00,00,000/- (Rupees Twelve Crore) consisting of
2,40,00,000 (Two Crore Forty Lakhs) number of equity shares of Rs. 5/- (Rupees Five) each
fully paid-up.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNING AND OUTGO: Particulars relating to conservation of energy and
technology absorption stipulated under provisions of Section 134(3) (m) of the Companies
Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, are not applicable to
the company. The company 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 laid
down under the provisions of section 135(1) of the Companies Act, 2013 read with the
Companies (Corporate Social Responsibility Policy) Rules, 2014 and accordingly the
provisions including but not limited upto constitution of corporate social responsibility
committee and formulation / implementation of a policy on corporate social responsibility
are not applicable to the company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
(1) Board of Directors
The Board of Directors of your company has various executive and non-executive
directors including Independent Directors who have wide and varied experience in different
disciplines of corporate functioning.
As on March 31, 2023 the Board of Directors is comprised of 6 (Six) directors including
1 (One) Managing Director, 1 (One) Executive Director, 2 (Two) Non-Executive Non
Independent Directors and 2 (Two) Non-Executive Independent Directors. The names and
categories of directors, and relevant details are given below:
Sr. No. Name of Directors |
Category |
| 1. Mr. Ankit Jagat Shah |
Managing Director |
| 2. Mrs. Reema Ankit Shah |
Executive Director |
| 3. Mr. Hiteshkumar ChhaganlalKothari |
Non-Executive Non Independent Director |
| 4. Mr. Jayantilal Kothari |
Non-Executive Non Independent Director |
| 5. Mr. Savajibhai DevarambhaiGaliya |
Non-Executive Independent Director |
| 6. Mr. Bhavesh Premji Mamania |
Non-Executive Independent Director - Chairman |
(2) Appointment & Cessation:
During the year under review none of the directors were appointed or ceased to be the
director of the Company.
(3) Independent directors
In terms of the definition of the Independent Director as prescribed under Regulation
16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
and Section 149(6) of the Companies Act, 2013, Mr. Bhavesh Premji Mamania and Mr.
Savajibhai Devarambhai Galiya have been appointed as Non Executive Independent Director on
the board of the company. Mr. Savajibhai Devarambhai Galiya was appointed as Non-Executive
Independent Director in 27th Annual General Meeting for a term of five years
till September 26, 2024 and Mr. Bhavesh Premji Mamania was re-appointed as Non-Executive
Independent Director in 27th Annual General Meeting for a further term of five
years till September 26, 2024.
Your Company has received requisite declarations from all the Independent Director of
the Company under sub - Section (7) of section 149 confirming that they meet with the
criteria of Independence as provided in Section 149(6) of the Companies Act, 2013 and
Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The Independent Directors also have complied with the provisions of
Rule 6(3) of Companies (Appointment and Qualifications of Directors) Rules, 2014, as
amended relating to inclusion of their name in the databank of independent directors.
Independent Directors have also confirmed that they have complied with Schedule IV of the
Act and the Companys Code of Conduct.
(4) Director retiring by rotation
Pursuant to the provisions of section 152 of the Companies Act, 2013 and in accordance
with the articles of association of the company, Mrs. Reema Ankit Shah (DIN:02698529),
Executive Director of the company, retires by rotation at the ensuing annual general
meeting and being eligible offers herself for re-appointment The board of directors of the
company recommends her re-appointment.
(5) Key Managerial Personnel
Sr. No. Name |
Designation |
| 1. Mr. Ankit Jagat Shah |
Managing Director |
| 2. Mr. Nishantkumar D.Thakkar |
Chief Financial Officer |
| 3. Ms.Twinkle Kishorbhai Chheda |
Company Secretary |
EVALUATION OF BOARD, COMMITTEES AND DIRECTORS:
Pursuant to the provisions Section 134(3)(p) of the Companies Act, 2013 and Rule 8(4)
of the Companies (Accounts) Rules, 2014 and Regulation 17(10) of Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015, the
Board had carried out performance evaluation of its own, the Board Committees and of the
Independent directors. The Board adopted a formal mechanism for evaluating its performance
as well as that of its committees and individual directors. The process was carried out
and covered various aspects of the Board functioning such as composition of Board and
committees, performance of specific duties and obligations, contribution at the meetings
and otherwise, independent judgment, governance issues, etc. Independent Directors at a
separate meeting evaluated performance of the Non-Independent Directors, Board as a whole
and of the Chairman of the Board.
The Directors expressed their satisfaction with the evaluation process.
MEETING OF THE BOARD OF DIRECTORS:
Your Board has been constituted with requisite diversity, wisdom and experience
commensurate to the scale of operations of your Company. Regular Board Meetings are held
to discuss business aspects and other matters related to business of the company.
Board meeting dates are finalized in consultation with all directors and agenda papers
backed up by comprehensive notes and detailed background information are circulated well
in advance before the date of the meeting thereby enabling the Board to take informed
decisions.
During the year, 6(six) meetings of Board of Directors were convened and held, the
details of which are given in the "Report on Corporate Governance", which
is a part of this Annual Report. The gap between Meetings not exceeding the period
prescribed under the Companies Act, 2013 and Rules made thereunder.
COMMITTEES OF THE BOARD:
As per requirements of the provisions of Companies Act, 2013 and Rules made there under
and 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
Details of all the Committees along with their charters, composition and meetings held
during the year, are provided in the "Report on Corporate Governance", a
part of this Annual Report.
RISK MANAGEMENT:
Risk is an integral part of any business and therefore, Risk Management is an important
function that the business management has to perform to ensure sustainable business
growth. Company has implemented an integrated risk management approach through which it
reviews and assesses significant risks on a regular basis to help ensure that there is a
robust system of risk controls and mitigation in place. Senior management periodically
reviews this risk management framework to keep updated and address emerging challenges.
Thus, Risk Management is framed to identify, monitor, minimize, mitigate and report risks
and also to identify business opportunities. The Audit Committee oversees and evaluates
internal financial control and risk management systems. In the opinion of Board, there are
no risks which may threaten the existence of the Company.
VIGIL MECHANISM AND WHISTLE BLOWER POLICY:
In compliance of provisions of Section 177 of the Companies Act, 2013 and Regulation 22
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company
has established vigil mechanism for the directors and employees of the company to report
genuine concerns about unethical behavior, actual or suspected fraud or violation of the
Companys Code of Conduct and provide for adequate safeguards against victimization of
Whistle Blower who avails such mechanism and also provides for direct access to the
Chairman of the Audit Committee, in exceptional cases. The vigil mechanism policy is
disclosed on the website of the company www.islconsulting.in.
AUDITORS Statutory Auditors:
At the 28th AGM held on Tuesday, 29th September, 2020 the members
approved appointment of 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 years from the conclusion of 28th AGM till the conclusion of the Annual
General Meeting to be held in the year 2025 on remuneration to be decided by the Board or
Committee thereof in consultation with the Statutory Auditors.
The Members may note that consequent to the changes in the Companies Act, 2013 and the
Companies (Audit and Auditors) Rules, 2014 by the Ministry of Corporate Affairs (MCA) vide
notification dated May 7, 2018, the proviso to Section 139(1) of the Companies Act, 2013
read with explanation to sub-rule 7 of Rule 3 of the Companies (Audit and Auditors) Rules,
2014, the requirement of ratification of appointment of Auditors by the Members at every
AGM has been done away with. Accordingly, no resolution is being proposed for ratification
of appointment of statutory auditors at the ensuing AGM. The Statutory Auditors have
confirmed that they satisfy the independence criteria as required under the Act.
Secretarial Auditors:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9
of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board
has appointed M/s. Keyur J. Shah & Associates, Practicing Company Secretaries, to
undertake Secretarial Audit of the company for the Financial Year 2022-23. The Secretarial
Audit Report in form "MR-3" is attached herewith as Annexure A and are
self-explanatory.
Internal Auditors:
In accordance with the provisions of section 138 of the Companies Act, 2013 and rules
framed thereunder, your company has appointed M/s. Nisarg Khatri and Associates, Chartered
Accountant (Membership No. 188787), as the internal auditors of the company in the board
meeting held on May 26, 2023 to conduct the internal audit of the functions and activities
of the company for the financial year ending on March 31, 2024.
EXPLANATIONS OR COMMENTS BY THE BOARD ON QUALIFICATION / RESERVATION / ADVERSE REMARK
OR DISCLAIMER MADE BY THE STATUTORY AUDITORS IN THEIR AUDIT REPORT AND BY THE SECRETARIAL
AUDITOR IN THEIR SECRETARIAL AUDIT REPORT:
The audit report issued by the statutory auditors of the company is self-explanatory
and no comment from the board of directors of the company is required as no qualification,
reservation or adverse remark or disclaimer is given by any of the auditors of the
company.
The secretarial auditor has given his comments in the secretarial audit report issued
for the period under report for which the directors state that the company is currently
under the process of making an application for registration as Non-Banking Financial
Company.
DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with Section 134(5) of the Companies Act, 2013 and to the best of their
knowledge and belief and according to the information and explanations obtained by them,
your Directors state that:
a) In the 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/(Loss) of the Company for that period; c) The Directors have taken proper and
sufficient care for the maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; d) The Directors have prepared
the annual accounts on a going concern basis. e) The Directors have laid down internal
financial controls and that such internal financial controls are adequate and operating
effectively. 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
effectively.
POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND
SENIOR MANAGEMENT OF THE COMPANY: The Board has on the recommendation of the
Nomination & Remuneration Committee, formulated criteria for determining
Qualifications, Positive Attributes and Independence of a Director and also a Policy for
remuneration of Directors, Key managerial Personnel and senior management. The Nomination
and Remuneration policy can be accessed through the website of the Company at
www.islconsulting.in.
CORPORATE GOVERNANCE:
Your Company has always striven to incorporate appropriate standard for good corporate
governance. It has taken adequate steps to ensure that all mandatory provisions of
Corporate Governance as prescribed under SEBI (Listing Obligation and Disclosure
Requirement) regulations, 2015 are adhered to. A separate report on Corporate Governance
along with Practicing Company Secretarys certificate of its compliance is annexed as a
part of Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report for the year under review, as stipulated
under Regulation 34 of the SEBI (Listing Obligation and Disclosure Requirement)
regulations, 2015, is annexed and forms part of the Annual Report.
COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company duly complies with the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
Your Company is committed to provide and promote a safe, healthy and congenial
atmosphere irrespective of gender, caste, creed or social class of the employees. As per
the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013 (‘Act) and Rules made thereunder, your Company has
assigned the responsibilities to Audit Committee. During the year, no complaint with
allegations of sexual harassment was filed with the Company.
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, your
Company is not required to maintain cost records.
REPORTING OF FRAUD BY AUDITORS:
Pursuant to provisions of Section 143(12) of the Companies Act, 2013, as amended from
time to time, the Auditors have not reported any incident of frauds committed in the
Company by its Officers or Employees to the Company during the year under review.
ANNUAL RETURN:
Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013,
copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of
the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration)
Rules, 2014 are placed on the website of the Company at www.islconsulting.in.
By virtue of amendment to Section 92(3) of the Companies Act, 2013 read with Rule 12 of
The Companies (Management and Administration) Rules, 2014, the Company is not required to
provide extract of Annual Return (Form MGT-9) as part of the Boards report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
The information required under Section 197(12) of the Companies Act, 2013 read with
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 forms part of this report as Annexure - B.
There are no employee(s) in the Company who are in receipt of remuneration exceeding
the limits specified under Rule 5 (2) of Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014.
DETAILS OF APPLICATION MADE OR PROCEDDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016:
During the year under review, there were no applications made or proceedings pending in
the name of the company under the Insolvency and Bankruptcy Code, 2016.
LISTING OF SHARES AND FEES:
The Equity Shares of the Company are listed on the BSE Limited (BSE) with scrip code
No. 511609 & security id: ISLCONSUL. The Company confirms that the
annual listing fee to the stock exchange for the financial year 2023-24 has been paid.
ACKNOWLEDGEMENT:
Your Board acknowledges and appreciates the relentless efforts of the employees,
workmen and staff including the management team at all levels in ensuring sustained growth
of the Company.
Your Board wishes to place on record its deep appreciation of the Independent Directors
and the Non-Executive Directors of the Company for their immense contribution by way of
strategic guidance, sharing of knowledge, experience and wisdom, which help the Company to
take right decisions in achieving its business goals.
Your Board is indebted for the unstinted support and trust reposed by the Members and
also remains thankful for their ongoing support and guidance.
Your directors also sincerely thank to all the stakeholders, customers, vendors,
bankers, business associates, government, other statutory bodies and look forward to their
continued assistance, co-operation and support.
Place: Ahmedabad |
For and on behalf of the Board of Directors |
Date: August 18, 2023 |
ISL Consulting Limited |
Regd. Office : 504, 5th Floor, Priviera, Nr. Bank of
Baroda, |
|
|
| Above Honda Show room, |
Ankit Jagat Shah |
Reema Ankit Shah |
| Nehrunagar Circle, Ahmedabad, |
Managing Director |
Director |
| Gujarat, 380015 |
(DIN: 02695987) |
(DIN: 02698529) |
| CIN: L67120GJ1993PLC086576 |
|
|
| Ph : 6354541024, 079-40030351/2 |
|
|
| Email:- innogroup@gmail.com |
|
|
| Website:- www.islconsulting.in |
|
|
+91-9892691696
