ISF LIMITED DIRECTORS* REPORT To, The Members, ISF LIMITED 1.Your Directors have pleasure in presenting 27th Annual Report together with the Audited financial statements of the Company for the Financial Year ended March 31, 2015. 2. State of Company' s affairs During the year under review, your company has earned a total profit of Rs 1.07 Lacs. As we had envisaged in the last year, we could not raise funds to undertake Real Estate business because of the market conditions and restriction placed by Reserve Bank of India on commercial banks not to lend money for this purpose. Your Company proposes to go back to its core business of Financing Commercial Vehicles to improve the profitability of the Company in the coming year. 3. Change in the nature of business There is no change in the business of the Company under the review. 4. Dividend Keeping in view that the Company has not made sufficient profit during the financial year 2014-15, hence, the Board of Directors of your Company do not recommend any payment of dividend on Equity Shares for the year. 5. Reserves Rs. 0.22 Lacs are being transferred to General Reserve. 8. Particulars of Employees Pursuant to the Section 197(12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, statement of particulars of employees shall be provided on request. In accordance with the provisions of Section 136 of the Act, the Board's,Report and accounts for the financial year ended 31st March, 2015 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 date of ensuing Annual General Meeting. 9. Meetings A calendar of Meetings is prepared and circulated in advance to the Directors. During the year four Board Meetings and four Audit Committee Meetings were convened and held within the period prescribed under the Companies Act, 2013. 10. Board Evaluation The manner in which the performance evaluation has been carried out has been explained in the Corporate Governance Report. 11. Declaration by an Independent Director(s) and re- appointment, if any A declaration by Independent Directors that they meet the criteria of independence as provided in subsection (6) of Section 149 of the Companies Act, 2013 is enclosed as Annexure I 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 their remuneration. The Remuneration Policy is stated in the Corporate Governance Report. 13. Details of Subsidiary/Joint Ventures/Associate Companies There are five subsidiary Companies to the Company. No business has yet been undertaken in the these companies as reflected in the consolidated Balance Sheet. 14. Auditors: The Auditors, M/s. Jagdish Sapra & Co., Chartered Accountants, having Regd. Office at 23, Prakash Apartments, 5, Ansari Road, Darya Ganj, New Delhi-110002, who are appointed from the year ended 2015 to 2017 subject to ratification by the shareholders in AGM. 15. Auditors' Report The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their Report are self-explanatory and do not call for any further comments. 16. 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 have been appointed as Secretarial Auditor of the Company for the financial year ended March 31, 2015. The Secretarial Audit Report for the financial year ended March 31,2015 is enclosed as Annexure II to this Report. The Report is self-explanatory and do not call for any further comments. 17. Internal Audit & Controls The Board of Directors of your Company are 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 Mr. Samir Vaid as its Internal Auditor. During the year, the Company implemented their suggestions and recommendations to improve the control environment. 18. Vigil Mechanism/Whistle Blower Policy: In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to Report genuine concerns has been established. 18. Risk management policy Board in its opinion does not think there are any threatening circumstances which can threaten the existence of the Company. 19. Extract of Annual Return As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE III. 20. 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 No Material changes have occurred subsequent to the close of the financial year of the Company to which the balance sheet relates on the date of the Report. 21. 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. ( 22. Deposits Details disclosed in the balance sheet presented in the Annual Report. 23. 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. 24. Particulars of contracts or arrangements with related parties: All related party transactions during the year under review were on arm's length basis and in the ordinary course of business. The Particulars of such transactions have been disclosed in the notes to accounts of the Balance Sheet presented in the Annual Report. 25. Corporate Governance Certificate The Compliance certificate from the auditors or practicing Company Secretaries regarding compliance of conditions of Corporate Governance as stipulated in Clause 49 of the Listing agreement is annexed with the Report as Annexure V. 26. Management Discussion And Analysis The Management Discussion and Analysis forms part of this Annual Report for the year ended 31st March, 2015 as Annexure VI. 27. 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. 28. Corporate Social Responsibility (CSR) The provisions regarding corporate social responsibility as per section 135 (1) of the Companies Act, 2013, are not applicable on the Company. 29. Directors' Responsibility Statement The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall 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 have 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 and that such systems were adequate and operating effectively. 30. Transfer of Amounts to Investor Education and Protection Fund Your 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). 31. Listing With Stock Exchanges: The Company confirmed that it has paid the Annual Listing Fees for the year 2015-2016 to BSE, where the Company's Shares are listed. 32. Acknowledgements The Directors acknowledge the continued support and assistance extended by banks, automobile dealers and hirers. The Directors also thank the shareholders for their continued confidence in the Company. Your Director place on record their appreciation for the dedication and hard work put in by the personnel of the Company, whole devotion to duty has been commendable. For and on behalf of the Board of Director CHAIRMAN Place: New Delhi Date : 12.08.2015 |