ISL Consulting Ltd Directors Report.

Dear Members,

Your Directors are pleased to present the 27th Annual Report along with the Audited Accounts of the Company for the financial year ended on March 31, 2019.

Particulars Year ended 31-03-2019 Year ended 31-03-2018
Revenue from Operation 4859.99 5668.63
Other Income 3.21 15.45
Total Income 4863.21 5684.08
Profit Before Tax (PBT) -15.68 -62.28
Less: Taxation -0.09 -18.69
Net Profit after Tax for the year (PAT) -15.59 -43.58
Earnings per Share -0.065 -0.36
Balance carried forward to Balance Sheet -15.59 -43.58


In the view of the current as well as accumulated losses your Directors have decided not to recommend any dividend for the year under review. Board of directors sincerely hopes that members would appreciate and understand the situation for non-payment of dividend.


The Company has not transferred any amount to the reserves.


There is no change in the nature of business of the Company for the year under review.


There were no other 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 relate and the date of the report.


During the year under review, no significant or material order was passed by the Regulators or Courts or Tribunals which impact the going concern status of the Company.


As per provisions of the Companies Act, 2013, the company has implemented Internal Financial Control system. The Board regularly reviews the effectiveness of the controls and takes necessary actions to make its running in smooth manner. This internal control includes review of bank accounts on monthly basis, monthly review of creditors / debtors accounts, preparation of quarterly profit and loss accounts and balance sheet, review of periodical cash flow statements showing utilization of funds, etc. 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.


During the year ended on March 31, 2019, the Company has not accepted any deposit from the public within the meaning of Section 73 of the Companies Act, 2013 (earlier Section 58A of the Companies Act, 1956) read with Companies (Acceptance of Deposits) Rules, 2014 and amendments made thereto.


Particulars of loans, guarantees and investments under the provisions of Section 186 of the Companies Act, 2013, during the year under review, are provided in the notes to the financial statement.


During the year under review, the Company had not entered into any contracts or arrangements with related parties which attracted the provisions of Section 188 of the Companies Act, 2013. Hence, form AOC-2 under section 134(3)(h) of the Companies Act, 2013 is not applicable to the Company.


The statutory auditors of the company, Bihari Shah & Co., Chartered Accountants, Ahmedabad (Firm Registration Number: 119020W), holds office until the conclusion of ensuing Annual General Meeting and being eligible for reappointment, they have offered their services to act as Statutory Auditors of the Company.

The company has received a certificate from M/s. Bihari Shah & Co., Chartered Accountants, Ahmedabad (F.R. No. 119020W) stating their appointment, if made, would be within the prescribed limit under Section 139 of the Act and rules made there under. The Board of Directors proposed the members of the company to appoint M/s. Bihari Shah & Co., Chartered Accountants, as the Statutory Auditors of the company for one year.


The Board has duly reviewed the Statutory Auditors Report on the Accounts. The observations and comments, if any, appearing in Auditors Report are self-explanatory and do not call for any further explanation / clarification by the Board of Directors. Moreover, there are no adverse remarks made by auditors in the report.


The paid up Equity Share Capital of the Company as on March 31, 2019 is Rs. 12,00,00,000/-. The company neither issued shares with differential voting rights nor granted any stock options or sweat equity. The company has subdivided its fully paid up Equity Shares of the Company from Face Value of Rs. 10/- per share to Rs. 5/- per share w.e.f record date March 11, 2019. Hence, the total share capital of the Company as on March 31, 2019 is Rs. 12,00,00,000/- divided into 2,40,00,000 Shares of Rs. 5/- each.


Particulars relating to conservation of energy and technology absorption stipulated under Section 134(3)(m) of the Companies Act, 2013 are not applicable to the company. The company does not have any foreign exchange earnings and expenditure.


Your Company does not have any subsidiary, joint venture or associate company.


Provisions of CSR are not applicable to the company as the company does not have net worth of Rs. 500 Crore or more, or turnover of Rs. 1000 Crore or more, or a net profit of Rs. 5 crore or more during any financial year.


(1) Board of Directors

As on March 31, 2019 the Board of Directors is comprised of five directors including one Managing Director, one Executive Director, one Non executive Director and two Independent Directors. The names and categories of directors, and relevant details are given below:

Sr. No. Name of Directors Category
1. Reema A. Shah Non Executive Director
2. Hitesh C. Kothari Executive Director
3. Ankit J. Shah Managing Director
4. Savajibhai D. Galiya Independent Director(w.e.f November 29, 2018)
5. Bhavesh P. Mamnia Independent Director, Chairman
6. Hasmukh M. Thakker* Independent Director(Till September 13, 2018)

*Ceased to be director of the Company w.e.f September 13, 2018 due to death.

All the Independent Directors of the company have furnished declarations that they meet the criteria of independence as prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.

(2) Board Evaluation

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.

(3) Meetings of Board of Directors

Regular Board Meetings are held to discuss business aspects, policies and other matters related to business of the company. The notice of the Board Meeting has been sent well in advance to all the directors of the company. During the year, eight meetings of Board of Directors were convened and held, the details of which are given in the Corporate Governance Report, which is a part of this Annual Report. The gap between two consecutive meetings was not more than one hundred and twenty days.

(4) Committees of Board of Directors

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

The details of above committees are mentioned in Corporate Governance Report, which is a part of this Annual Report.

(5) Risk Management

The Company has set up a risk management framework 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.

(6) Vigil Mechanism

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 functioning of vigil mechanism is reviewed by the Audit Committee from time to time. The vigil mechanism policy is disclosed on the website of the company.

(7) Key Managerial Personnel

Sr. No. Name Designation
1. Ankit J. Shah Managing Director
2. Hitesh C. Kothari Chief Financial Officer
3. Bhanupriya Katta Company Secretary


Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed that:

1. In the preparation of the annual accounts for the financial year ended March 31, 2019, the applicable accounting standards have been followed along with the proper explanations with respect to material departures if any;

2. The Directors have 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;

3. 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;

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 internal financial controls are adequate and operating effectively.

6. 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.


The role of Nomination and Remuneration committee is to recommend to the Board the appointment/re- appointment of Executive and Non-Executive Directors. The Board has vested powers 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 Company at following url SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made there under, the Board has appointed M/s. Keyur J. Shah & Associates, Practicing Company Secretaries, to undertake Secretarial Audit of the company for the Financial Year 2018-19. The Secretarial Audit Report is attached herewith as Annexure - A.


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 produced as a part of Annual 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.


As per provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extracts of annual return in Form No. MGT-9 forms part of this report as Annexure-B.


The information required under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report as Annexure - C.


Your Directors wish to place on record their deep appreciation of the dedication and commitment of the employees to the growth of your Company during the year. Your Directors also express their sincere gratitude to the consultants, auditors and shareholders for their continuous patronage and co-operation.

Place: Ahmedabad By order of the Board of Directors
Date:19/08/2019 Ankit J. Shah
Managing Director
(DIN: 02695987)
Regd. Office:
501, 5th Floor, Abhijeet-II, Above Standard Chartered Bank,
Nr. Mithakhali Six Road, Ahmedabad-380009, Gujarat
CIN: L67120GJ1993PLC086576 : Tel:079 40030352
Email: : Website:


Information pursuant Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

(i) The ratio of remuneration of each director to the median remuneration of the employees of the Company for the financial year 2018-19 and the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary in the financial year 2018-19:

Name of Director and KMP Designation Ratio of remuneration to median remuneration of Employees 2018-19 % increase in remuneration in the financial year
Mr. Hitesh C. Kothari Executive Director and Chief Financial Officer 1.34 11.06%
Ms. Reema A. Shah Non-Executive Director NA NA
Mr. Hasmukh M. Thakker Independent Director NA NA
Mr. Bhavesh P. Mamnia Independent Director NA NA
Mr. Ankit J. Shah Managing Director 1.23 0.91%
Ms. Bhanupriya Katta Company Secretary 0.76 4.28%

(ii) The percentage of increase in the median remuneration of employees in the financial year: 2.08% (Employees including KMP)

(iii) The number of permanent employees on the rolls of the Company: 7 as on March 31, 2019 (including KMP)

(iv) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

(a) Average increase in remuneration of employees excluding KMPs:- 2.13%

(b) Increase in remuneration of KMPs:- 5.57%

(v) Affirmation that the remuneration is as per the Remuneration policy of the Company:

The Company affirms that the remuneration is as per the Remuneration Policy of the Company.