Directors Report of Inter State Oil Carrier Ltd.

Mar 31, 2024

Your Board of Directors have pleasure in presenting the 40^th Annual Report along with the Audited Financial Statement of Accounts of the Company for the financial year ended on 31^st March, 2024. FINANCIAL HIGHLIGHTS

Summary of Financial Results achieved for the financial year (FY) ended 31^st March, 2024 as compared to previous financial year is as follows:

(^in Lakhs except per equity share data)
Particulars	Financial Year 2023-24 (FY 2024)	Financial Year 2022-23 (FY 2023)
Revenue from Operations (Turnover )	8,473.59	5,382.18
Other Income	51.12	26.43
Total Income	8,524.71	5,408.61
Profit before Depreciation, Interest and Tax (PBDIT)	745.41	470.23
Depreciation & Amortization	407.30	376.93
Finance Cost	172.52	165.89
Profit before Tax	165.59	(72.59)
Less : Provision for Taxation:-
Current year Tax	30.94	0.07
Deferred Tax & Earlier Year Tax	48.41	(30.08)
Profit for the year after Tax	86.24	(42.58)
Other Comprehensive Income/(Loss) for the year, Net of Tax	(0.10)	(0.37)
Total Comprehensive Income for the year	86.14	(42.95)
KEY FINANCIAL INDICATORS
Share Capital	499.23	499.23
Reserves and Surplus	1,317.88	1,231.74
Net Worth	1,817.11	1,730.97
Fixed Assets	2,074.80	2,387.86
Book Value Per Share (?)	36.40	34.67

Note: The above figures are extracted from the audited financial statements of the Company as per the Indian Accounting Standards (Ind AS).

DIVIDEND

With a view to conserve resources for future operations and growth the Board has not recommended any dividend for FY 2023-24.

TRANSFER TO RESERVES

The closing balance of the retained earnings of the Company for FY 2024, after all appropriation and adjustments was ^1,317.88 lakhs. During the year under review, the Company has not transferred any amount to General Reserves.

FINANCIAL PERFORMANCE REVIEW

The revenue for FY 2024 was ^8,473.59 Lakhs, higher by 57.43 percent over the previous year''s revenue of ^5,382.18 Lakhs in FY 2023. The PAT for FY 2024 was ^86.14 Lakhs registering a growth of 300.56 percent over the PAT of ^(42.95) Lakhs in FY 2023.

FUTURE PROSPECTS

In FY 2023-24, commercial vehicles witnessed the second-highest domestic sales growth in India. In FY 2023-24, the CV Industry in India is expected to witness positive volume growth of 20-30% driven by positive demand drivers from multiple Industries and growing freight movements. As logistics providers we set our sights on 2024 and beyond, navigating the rapidly evolving technological landscape presents both challenges and opportunities. Adapting to the pace of technological change poses a challenge in terms of workforce upskilling and infrastructure upgrades. However, these challenges come with opportunities. Embracing automation, data analytics unlocks operational efficiencies, cost savings, and enhanced customer experiences. Leveraging sustainable practices aligns with market demands for ecofriendly solutions. Success in this landscape hinges on agile strategies that capitalize on technological opportunities while mitigating associated challenges for long-term growth and resilience.

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. CAPITAL STRUCTURE & CHANGES IN SHARE CAPITAL

The Authorised Share Capital of the Company is ^5,30,00,000 comprising 53,00,000 Equity Shares of ^10/-each as on 31^st March, 2024. The paid-up share capital of the Company stands at ^4,99,23,000 comprising of 49,92,300 Equity Shares of ^10/- each as on 31^st March, 2024. 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 differential rights as to dividend, voting or otherwise.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs)Composition of the Board

The Company''s policy is to have an appropriate mix of Executives and Independent Directors to maintain the independence of the Board. As on 31^st March, 2024, the Board of Directors of the Company comprised of 5 (five) Directors, viz. 3 (three) Non-Executive/Independent Directors including a Woman Director and 2 (two) Executive Directors. The profile of all the Directors can be accessed on the Company''s website at https://isocl.in/about-us/.

Director liable to Retire by Rotation

In accordance with the provisions of Section 152(6)(d) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 and Articles of Association of the Company, Mr. Sanjay Jain (DIN: 00167765), Managing Director of the Company, who retires by rotation and being eligible, offers himself for re-appointment.

Re-appointment of Independent Director

Mr. Sunil Shah, (DIN: 00606846) was appointed as an Independent Director of the Company w.e.f. 30^th November, 2019 for a term of five years. Based on the recommendation of the Nomination and Remuneration Committee and after taking into account the performance evaluation, his knowledge, expertise, experience and the substantial contribution made by him, the Board at its meeting held on 23^rd May, 2024 has recommended the re-appointment of Mr. Sunil Shah as an Independent Director of the Company for a second term of five years with effect from 30^th November, 2024, subject to the approval of the members at the ensuing Annual General Meeting of the Company and whose office shall not be liable to retire by rotation. The Board recommends the re-appointment to the Shareholders.

Appointment

Pursuant to the recommendation of the Nomination and Remuneration Committee (''NRC'') and Audit Committee (''AC'') in their meeting held on 02^nd May, 2024, the Board of Directors appointed Mr. Siddhant Jain (DIN : 07154500) as Additional Director of the Company with effect from 02^nd May, 2024, in accordance with the Articles of Association and Section 161(1) of the Companies Act, 2013. He shall hold office upto the date of the forthcoming Annual General Meeting. A notice under Section 160(1) of the Act, has been received from a Member signifying her intention to propose his appointment as Director. Further, based on the recommendation of NRC, the Board also appointed Mr. Siddhant Jain as Executive Director (Whole Time Director) of the Company for a period of 3 years with effect from 02^nd May, 2024, subject to approval of the Shareholders in the ensuing Annual General Meeting.

Resignation

Mr. Shanti Lal Jain resigned from the position of Executive / Whole-time Director and also as the director of the Company with effect from close of business hours on 30^th April, 2024 due to his ailing health. Further, in his resignation letter, he confirmed that there was no other reason for his resignation except the ones stated in the resignation letter.

Information regarding the directors seeking appointment/re-appointment as required by Regulation 36 of the Listing Regulations and Secretarial Standard-2 on General Meeting issued by the Institute of Company Secretaries of India (''ICSI'') along with other required details forms part of the Notice of 40^thAnnual General Meeting.

Independent Directors

In terms of Section 149 of the Companies Act, 2013, as on 31^st March, 2024, your company had following Independent Directors:

• Mrs. Pooja Sarda,

• Mr. Nand Kumar Bhatter,

• Mr. Sunil Shah,

Declaration by Independent Directors

The Company has received declarations from all Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Section 149 (6) of the Act read with the Schedule and Rules issued thereunder as well as Regulation 16 of the Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force). There has been no change in the circumstances affecting their status as Independent Directors of the Company. Further, all Independent Directors of the Company have registered their names in the Independent Directors'' Data Bank.

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 Listing Regulations.

Key Managerial Personnel (KMPs)

Pursuant to the provisions of Sections 2(51) and 203 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

As on 31st March, 2024, your company has following KMPs:
Sl. No.	Name of KMPs	Designation
1.	Mr. Sanjay Jain	Managing Director
2.	Mr. Shanti Lal Jain*	Whole Time Director
3.	Mr. Malay Das	Chief Financial Officer
4.	Ms. Rashmi Sharma	Company Secretary & Compliance Officer

*Mr. Shanti Lal Jain (DIN : 00167773) resigned from the position of Executive / Whole Time Director and also as the director of the Company with effect from close of business hours on 30^th April, 2024.

Mr. Siddhant Jain (DIN : 07154500) has been appointed as Additional Director (Executive / Whole Time Director) with effect from 02^nd May, 2024.

BOARD MEETINGS

Five Board Meetings were held during the year under review and the gap between the two meetings did not exceed one hundred and twenty days. The necessary quorum was present for all the meetings.

The details of Board Meetings along with Director''s attendance are given below:

Name of Director(s)	Category	DIN	Board Meetings Attended
			25.05.2023	11.08.2023	09.11.2023	12.02.2024	21.02.2024
Mr. Shanti'' Lal Jain	Promoter and Chairman	00167773	Yes	No	Yes	No	No
Mr. Sanjay Jain	Promoter and Managing Director	00167765	Yes	Yes	Yes	Yes	Yes
Mrs. Pooja Sarda	Independent / NonExecutive Director	05344423	Yes	Yes	Yes	Yes	Yes
Mr. Nand Kumar Bhatter	Independent / NonExecutive Director	00013918	Yes	Yes	Yes	Yes	Yes
Mr. Sunil Shah	Independent / NonExecutive Director	00606846	Yes	Yes	Yes	Yes	Yes

BOARD SKILLS, EXPERTISE OR COMPETENCIES

The Board of Directors of the Company is highly structured to ensure high degree of diversity by age, qualification, professional background, sector expertise and special skills.

The Board of Directors have, based on the recommendation of Nomination and Remuneration Committee, identified the following core skills/expertise/competencies of Directors, as required in the context of Company''s business:

a. Operations

b. Finance

c. Accounts

d. Marketing

e. Management

The following are the details of respective core skills of Board Members as on 31st March, 2024.
Name of Director(s)	DIN	Category	Core Skills
Mr. Shanti Lal Jain	00167773	Whole Time Director	• Operations
Mr. Sanjay Jain	00167765	Managing Director	• Marketing • Operations
Mr. Nand Kumar Bhatter	00013918	Non-Executive/ Independent Director	• Management • Accounts
Mrs. Pooja Sarda	05344423	Non-Executive/ Independent Director	• Management • Accounts
Mr. Sunil Shah	00606846	Non-Executive/ Independent Director	• Finance • Accounts

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND THE DIRECTORS

Pursuant to the provisions of the Act, the Listing Regulations and Nomination and Remuneration Policy of the Company, the Nomination and Remuneration Committee ("NRC") and the Board has carried out the annual performance evaluation of the Board, its Committees and individual Directors by way of individual and collective feedback from Directors. The Independent Directors have also carried out annual performance evaluation of the Chairperson, the non-independent directors and the Board as a whole.

Performance Evaluation forms containing criteria for evaluation of Board as a whole, Committees of the Board and Individual Directors and Chairman of the Company were sent to all the Directors with a request to provide their feedback to the Company on the Annual Performance Evaluation of Board as a whole, Committees of Board, Individual Directors & Chairman of the Company for the financial year 2023-24. The Directors expressed their satisfaction with the evaluation process.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure, if any;

b. That such Accounting Policies have been selected and applied by 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. That proper and sufficient care has been taken by them 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. That the Annual Accounts have been prepared by them on a going concern basis;

e. That they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f. That they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statement relates and till the date of this report.

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

No significant and material order has been passed by the regulators, courts and tribunals, statutory and quasi-judicial body impacting the going concern status and the Company''s operations 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 operations and profitability. A key factor in determining a Company''s capacity to create sustainable value is the ability and willingness of the Company to take risks and manage them effectively 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 mitigated with timely action. The details of the Risk Management Policy are available on the Company''s website and can be accessed through the link: https://isocl.in/code-of-conduct-policies/.

PUBLIC DEPOSITS

The Company has not accepted any deposit falling within the purview of provisions of Section 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 listing fee for the FY 2024-25, has been paid.

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

The Company continued appointment of M/s. Maheshwari Datamatics Private Limited, Phone : [phone], Fax No : 91 33 2248 4787, e-mail : [e-mail] 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 Identity Number (CIN) allotted to the Company by the Ministry of Corporate Affairs (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 Dematerialization of shares and its ISIN No. is INE003B01014.

ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3) (a) of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return as on 31^st March, 2024 can be accessed on the Company''s website at: https://isocl.in/annual-return-as-provided-under-section-92-of-the-companies-act-2013/.

STATUTORY AUDITORS

In compliance with Section 139 of the Companies Act, 2013 read with Rules made thereunder, M/s. Patni & Co. (ICAI Firm Registration Number 320304E), Chartered Accountants, were appointed as the Statutory Auditor of the Company, for a first term of 5 (five) consecutive years at the 38^th Annual General Meeting (AGM) held on 20^th September, 2022, to hold office from the conclusion of the said meeting till the conclusion of the 43^rd AGM to be held in the year 2027.

STATUTORY AUDITORS'' REPORT

The Statutory Auditor''s Report issued by M/s. Patni & Co., Chartered Accountants, on the financial statements of the Company for the financial year ended on 31^st March, 2024 forms part of this Annual Report. There are no reservations, qualifications or adverse remarks in the Independent Auditor''s Report. The notes forming part of the accounts are self-explanatory and do not call for any further clarifications under Section 134 (3)(f) of the Act.

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. Rantu Das & Associates, Practicing Company Secretaries, to conduct Secretarial Audit of the Company.

The Secretarial Audit Report given by M/s. Rantu Das & Associates, Practicing Company Secretaries in Form No. MR-3 is annexed to this Report as ''Annexure - I''.

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

In compliance with the provisions of Section 134(3) of the Companies Act, 2013, the Secretarial Auditor in their report for the financial year ended on the 31^st March, 2024, made the following observations:

Observation 1: As per the charge list in MCA site, there are two charges for which loan has been repaid, but no satisfaction of charges has been filed to ROC.

Explanation: The Company is continuously following up with the charge holders for No-objection letter for satisfaction of charge. The company shall file the form for satisfaction of charge as soon as no-objection letter is received from the charge holder.

Observation 2: Clarification on shareholding pattern for the quarter ended 31.12.2023- It was observed from the shareholding pattern submitted by the Company for December 2023 quarter that in Statement foreign ownership limits the company has shown limits utilized % more than approved limit %.

Explanation: BSE notified the query in company''s listing centre Communication Module portal on 27^th March, 2024 and the Company have submitted the revised Shareholding pattern for the quarter ended 31^st December, 2023 on 28^th March, 2024.

ANNUAL SECRETARIAL COMPLIANCE AUDIT

The requirement of Annual Secretarial Compliance Audit under Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 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 Section 138 of the Act read with the Companies (Accounts) Rules, 2014, Mr. Sudhir Kumar Jha conducted the Internal Audit of the Company for the FY 2023-24. The Audit Committee considers and reviews the Internal Audit Report submitted by the Internal Auditor on a quarterly basis.

COST AUDIT AND MAINTENANCE OF COST RECORDS

The provisions of Section 148 of the Companies Act, 2013, with respect to maintenance of Cost Records and Cost Audit are not applicable on the Company.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

During the year under review, the Statutory Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees, to the Audit Committee or the Board of Directors under Section 143 (12) of the Act, including rules made thereunder.

PARTICULARS OF LOANS GIVEN, GUARANTEES GIVEN AND INVESTMENTS MADE AND SECURITIES PROVIDED

The Company has complied with the provisions of Section 186 of the Act in respect of investments made and guarantees provided during the year under review. The details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 forms part of the notes to the Financial Statements for the year ended 31^st March, 2024.

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

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at work place in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. The Company has formed Internal Complaints Committee in compliance with the provisions of the said Act to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy.

The following is the summary of Sexual Harassment complaints received and disposed of during the year 2023-24:

Number of complaints pending as on 1st April, 2023	Nil
Number of complaints received during the year	Nil
Number of complaints disposed off during the year	Nil
Number of complaints pending as on 31st March, 2024	Nil

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

All Board members of the Company are afforded every opportunity to familiarize themselves with the Company, its management, its operations and above all, the Industry perspective and issues. They are made to interact with senior management personnel and proactively provided with relevant news, views and updates on the Company and sector. All the informati''on/documents sought by them is/are also shared with them for enabling a good understanding of the Company, its various operations and the industry of which it is a part. The details of the Familiarisation Programme for Independent Directors with the Company in respect of their roles, rights, responsibilities in the Company, nature of the industry in which Company operates, business model of the Company and related matters is available on the Company''s website and can be accessed through the link: https://isocl.in/familiarization-programmed-for-independent-director/.

REMUNERATION TO DIRECTORSA. Nomination & Remuneration Policy

The policy is to have an appropriate mix of Executive and Non-Executive/Independent Directors to maintain the independence of the Board, and separate its functions of governance and management. As on 31^st March, 2024, the Company has 2 (Two) Executive Directors and 3 (Three) Non-Executive Directors on the Board. The Company''s Policy for selection and appointment of Directors and their remuneration is based on its Nomination and Remuneration policy which, inter alia, deals with the manner of selection of the Directors and such other matters as provided under Section 178(3) of the Act and 19(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, including any amendment thereto are covered under the Company''s Nomination and Remuneration Policy and on the Company''s website and can be accessed through the link: https://isocl.in/code-of-conduct-policies/.

Your Directors affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

There is no change in the Nomination and Remuneration Policy of the Company during the financial year 2023-24.

B. Remuneration to Non-Executive Independent Directors for the year ended 31^stMarch, 2024.

The siffing fees paid to Non-Executive Independent Directors for the year ended 31^st March, 2024 along with their respective shareholdings in your Company are as under:

Director(s)	Siffing Fees paid for the Board and Committee Meetings held during the year ended 31st March, 2024 (^ in Lakhs)	Commission Paid/Payable (^ in Lakhs)	Total (^ in Lakhs)	No. of Ordinary (Equity) Shares held as on 31st March, 2024
Mrs. Pooja Sarda	0.25	Nil	0.25	Nil
Mr. Nand Kumar Bhatter	0.25	Nil	0.25	Nil
Mr. Sunil Shah	0.25	Nil	0.25	Nil

C. Remuneration paid/payable to Executive Chairman/Whole Time Director and Managing Director for the year ended 31^st March, 2024.

Director(s)	Designation	Salary (^ in Lakhs)	Perquisites and Allowances (^ in Lakhs)	Commission paid/Payable (^ in Lakhs)	Total (^ in Lakhs)	Contract Period
Mr. Shanti Lal Jain	Whole Time Director	19.03	0.61	Nil	19.64	Tenure of 3 (Three) years from 01st September 2022 to 31st August, 2025.
Mr. Sanjay Jain	Managing Director	29.16	2.13	Nil	31.29

a) The appointment and remuneration of Whole Time Director and Managing Director of the Company has been approved by the Shareholders of the Company by passing special resolution at the 38^th Annual General Meeting of the Company held on 20^th September, 2022 for a period of three years.

b) Mr. Shanti'' Lal Jain has resigned from the position of Executive / Whole Time Director and also as the director of the Company with effect from close of business hours on 30^th April, 2024.

c) The agreement may be terminated by either party by giving to the other party three months'' notice of such termination.

d) No Compensation shall be payable to either of the parties on such termination.

e) The Managing Director and Whole Time Director shall not be paid any siffing fees for the attending the meeting of the Board of Directors or Committee.

f) Company''s Contribution to Funds for Mr. Sanjay Jain for the year ended 31^st March, 2024 was ^2.10 Lakhs. Notes:

1) The Company has not granted any stock option to directors of the company as on 31^st March, 2024.

2) No siffing fees has been paid to the Executive Director during the year under review.

3) Non-Executive Independent Directors did not have any pecuniary relationship or transactions (except receipt of siffing fees as Directors) with the Company for the year under review.

D. Stock option details, if any, and whether the same has been issued at a discount as well as the period over

which accrued and over which exercisable - Not Applicable during the year under review.

CORPORATE GOVERNANCE

The Company believes in and has practiced good Corporate Governance. Our corporate governance philosophy is based on the principles of equity, fairness, spirit of law, higher standards of transparency, accountability and reliability in respect of all its transactions. 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 continuous process, which often undergoes changes to suit the changing times and needs of the business, society and the nation.

It may be noted that Regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and para C, D and E of Schedule V of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 are not applicable to your company pursuant to provisions of Regulation 15 of the said Regulations 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 constituted sub-committees of the board as per the provisions of Companies Act, 2013 with proper composition of its members. The Company Secretary of the Company acts as the Secretary to the Committees.

Presently, there are three Committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

a. Audit Committee: The Composition of the Committee and attendance in the Committee meetings held during the FY 2023-24 is given below: -

Name of Director(s)

Category

Position

DIN

Committee Meetings Attended

25.05.2023

11.08.2023

09.11.2023

12.02.2024

21.02.2024

Mrs. Pooja Sarda

Independent/ Non-Executive Director

Chairperson

05344423

Yes

Yes

Yes

Yes

Yes

Mr. Nand Kumar Bhatter

Independent/ Non-Executive Director

Member

00013918

Yes

Yes

Yes

Yes

Yes

Mr. Sunil Shah

Independent/ Non-Executive Director

Member

00606846

Yes

Yes

Yes

Yes

Yes

b. Nomination and Remuneration Committee: The Composition of the Committee and attendance in the Committee meetings held during the FY 2023-24 is given below: -

Name of Director(s)

Category

Position

DIN

Committee Meetings Attended

25.05.2023

12.02.2024

Mrs. Pooja Sarda

Independent/Non-Executive Director

Chairperson

05344423

Yes

Yes

Mr. Nand Kumar Bhatter

Independent/Non-Executive Director

Member

00013918

Yes

Yes

Mr. Sunil Shah

Independent/Non-Executive Director

Member

00606846

Yes

Yes

c. Stakeholders'' Relationship Committee: The Composition of the Committee and attendance in the Committee meetings held during the FY 2023-24 is given below: -

Name of Director(s)

Category

Position

DIN

Committee Meetings Attended

28.09.2023

23.11.2023

12.02.2024

Mrs. Pooja Sarda

Independent/Non-Executive Director

Chairperson

05344423

Yes

Yes

Yes

Mr. Shanti'' Lal Jain

Executive Director (Whole Time)

Member

00167773

Yes

Yes

Yes

Mr. Sanjay Jain

Executive Director (Managing)

Member

00167765

Yes

Yes

Yes

Stakeholders'' Relationship Committee-other details: i. Name, designation and address of Compliance Officer: Rashmi Sharma, Company Secretary. 113, Park Street, Poddar Point, South Wing, 5th Floor, Kolkata - 700016; E-mail: [e-mail] ii. Details of investor complaints received and redressed during FY 2024 are as follows:

Opening as on 1st April, 2023

Received during the year

Resolve during the year

Closing as on 31st March, 2024

0

i

1

0

RECOMMENDATIONS OF VARIOUS COMMITTEES

There were no instances where the Board had not accepted the recommendations of any of the Committees of the Board during FY 2023-24.

SEPARATE INDEPENDENT DIRECTORS'' MEETING

During the year under review, the Independent Directors met on 30^th March, 2024 without the attendance of Non-Independent Directors and members of the Management, except the Company Secretary, who was present by invitation. All Independent Directors were present at this Meeting.

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 reporting and compliance with laws and regulations. All resources are put to optimal use and adequately protected against any loss. All transactions are authorized, recorded and reported correctly. Policies and guidelines of your Company are being adhered to and improvements in process efficiencies and effectiveness are being carried out on an ongoing basis.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the requirement of the Section 177 (9) & (10) of the Companies Act, 2013, the Company has established vigil mechanism which also incorporates a whistle blower policy in terms of the SEBI Listing Regulations. Protected disclosures can be made by a whistle blower through an e-mail or phone or letter to the Chairperson of the Audit Committee. The Vigil Mechanism (Whistle Blower Policy) is available on the Company''s website and can be accessed through the link: https://isocl.in/vigil-mechanism-whistle-blower-policy/.

A mechanism has been established for employees to report unethical behaviour, actual or suspected fraud or violation of the Code of Conduct and ethics directly to the forum. It also provides for adequate safeguards against victimization of employees who avail the mechanism and allows direct access to the Chairperson of the Audit Committee in exceptional cases.

POLICIES

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All applicable policies are available on the Company''s 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.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

In accordance with Regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as ''Listing Regulations''), the Management''s Discussion and Analysis Report for the year under review, has been enclosed separately and marked as "Annexure- II". The Audit Committee of the Company has reviewed the Management Discussion and Analysis Report of the Company for the year ended 31^st March, 2024.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provision of Section 135(1) of the Companies Act, 2013 i.e., corporate social responsibility is not applicable on your company. Therefore, your company has not constituted CSR committee and need not require to spend any sum on CSR activities for the FY 2023-24. 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 certificate as required under Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 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 Prevention of Insider Trading as amended from time to time with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

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

CODE OFCONDUCT

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 Regulation 26(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, have affirmed compliance with the applicable Code of Conduct. A declaration 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 activity relating to conservation of energy or technology absorption to be declared pursuant to Section 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

The Company has obtained a certificate from M/s. Rantu Das & Associates, Practicing Company Secretaries, confirming that none of the directors on the board of the Company were debarred or disqualified from being appointed or continuing as directors of Companies by the Board/Ministry of Corporate Affairs 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 remuneration, in aggregate of Rupees One Crore and Two Lakhs or more per annum for the FY 2023-24 or Rupees Eight Lakh Fifty Thousand or more per month for any part of the financial year, as set out in the Companies (Appointment and Remuneration 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 ratio of remuneration of each Director to the median employee''s remuneration and other details in accordance with sub-section 12 of Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial 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 Transactions entered into by the Company during the financial year were in ordinary course of business and at an arm''s length basis. Form AOC 2 forms part of the Report and is marked as "Annexure- VIII".

Details of Related Party Transactions of the Company are covered under Notes to Accounts for FY 2023-24.

All transactions with related parties were reviewed and approved by the Audit Committee. Prior approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arm''s length basis.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report as per Regulation 34 of SEBI Listing Regulations is not applicable to the Company during the period under review.

COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARDS

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

GENERAL DISCLOSURES

Your Directors state that:

1. During the year under review, no application has been made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 against the Company.

2. During the year under review, there were no instance of one-time settlement with banks or financial institutions and hence the differences in valuation as enumerated under Rule 8 (5) (xii) of Companies (Accounts) Rules, 2014, as amended, do not arise.

3. There are no agreements entered into by the shareholders, promoters, promoter group entities, related parties, directors, key managerial personnel, employees of the listed entity or of its holding, subsidiary or associate company, among themselves or with the listed entity or with a third party, solely or jointly, which, either directly or indirectly or potentially or whose purpose and effect is to, impact the management or control of the listed entity or impose any restriction or create any liability upon the listed entity as on the date of notification of clause 5A to Para A of Part A of Schedule III of Listing Regulations.

4. Equity shares in the suspense account

In accordance with the requirement of Regulation 34(3) and Part F of Schedule V to the SEBI Listing Regulations, details of equity shares in the suspense account are as follows:

Particulars	Number of shareholders	Number of equity shares
Aggregate number of Shareholders and the outstanding shares in the suspense account lying as on 1st April, 2023	1	1000
Shareholders who approached the Company for transfer of shares from suspense account during the year	-	-
Shareholders to whom shares were transferred from the suspense account during the year	-	-
Aggregate number of Shareholders and the outstanding shares in the suspense account lying as on 31st March, 2024	1	1000

The voting rights on the shares outstanding in the suspense account as on 31^st March, 2024, shall remain frozen till the rightful owner of such shares claims the shares.

5. The Company has not issued any GDRs/ADRs/Warrants or any convertible instruments in the past and hence, as on 31^st March, 2024, the Company does not have any outstanding GDRs/ADRs/Warrants or any convertible instruments.

6. The Company is not a Large Corporate for the purpose of SEBI Circular No. SEBI/HOIDDHS/DDHS-RACPOD1/P/CIR/2023/172 dated 19^th October, 2023. The details Outstanding Qualified Borrowings and Incremental Qualified Borrowings for the financial year ended 31^st March, 2024.

Sl No.	Particulars	Amount ('' in Crore)
1.	Outstanding Qualified Borrowings at the start of the financial year	14.11
2.	Outstanding Qualified Borrowings at the end of the financial year	9.81
3.	Highest credit rating of the company relating to the unsupported bank borrowings or plain vanilla bonds, which have no structuring/support built in	NA
4.	Incremental borrowing done during the year (qualified borrowing)	-
5.	Borrowings by way of issuance of debt securities during the year	-

7. There have been no public issue proceeds raised from the Initial Public Offer (IPO) and Further Public Offer (FPO), Right Issue, Preferential Issue, etc. in the FY 2024.

ACKNOWLEDGEMENT

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

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their Annual Report and the Audited Accounts of the Company for the year ended 31st March, 2015.

FINANCIAL HIGHLIGHTS

(Rs. in Lacs) (Rs. in Lacs)

PARTICULARS 2014-2015 2013-2014

Total Income 1896.56 1690.45

Turnover 1851.84 1602.72

Profit Before Interest & Tax 145.50 87.44

Profit before Tax 99.47 31.78

Less: Provision for Taxation:-

Current year Tax Nil Nil

Deferred Tax 58.89 (10.53)

Profit after Tax 30.20 60.87

Less: Transfer to Statutory Reserve Fund Nil Nil

Amount available for Appropriation 30.20 60.87

Surplus B/f from the previous year 590.42 541.73

Balance Carried Forward 616.18 590.42

KEY INDICATORS

Share Capital 499.23 499.23

Reserve and Surplus 787.40 755.61

Net worth 1286.63 1254.84

Fixed Assets 583.39 607.20

Book Value per Share (Rs.) 25.77 25.14

EPS 61 1.22

DIVIDEND

Your directors do not recommend for payment of dividend in respect of the financial year ended 31st March, 2015.

OPERATING RESULTS

The Total income for the year ended 31 March, 2015 has been Rs. 1896.56 lacs as against Rs. 1690.45 lacs in the previous year, showing increase of Rs. 206.11 lacs. Profit after taxation is Rs. 30.20 lacs as against of Rs. 60.87 lacs in the previous year.

FUTURE PROSPECTS

Unless the economy picks up, the transport sector will continue to face hassles.

CAPITAL EXPENDITURE

As at 31st March, 2015 the gross fixed assets stood at Rs. 1266.78 lacs and the net fixed assets at Rs. 583.39 lacs.

SHARE CAPITAL

During the year under review, the Company has neither issued any shares with differential voting rights nor any sweet equity shares or any shares under employees stock option.

PUBLIC DEPOSITS

During the year under review, your Company did not accept/ renew any deposits covered under Chapter V of the Companies Act, 2013 and the rules made there under and as such, no amount of principal or interest is outstanding as on the date of balance sheet.

LISTING INFORMATION

The equity shares of your Company are listed on the Bombay Stock Exchange Ltd (BSE).

The using fee for the year 2015-16 has been paid to Bombay Stock Exchange Ltd (BSE).

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in Form No. MGT - 9 forms part of the Board's report, is attached at Annexure -1.

DIRECTORS'

During the year under review, your Board inducted Mrs. Pooja Sarda as additional Director of the Company. In teams Section 161 of the Companies Act, 2013, she shall hold office up to the date of the forthcoming Annual General Meeting. The Company has received a notice in writing, under Section 160 of the Companies Act, 2013, from a member, proposing the appointment of Mrs. Pooja Sarda, as Director of the Company. There is also a resolution in the forth coming Annual General Meeting, for appointment of Mrs. Pooja Sarda as Independent Director of the Company. Pursuant to Section 152 of the Companies Act, 2013, Mr. Sanjay Jain, Managing Director, retires by rotation of the forth coming Annual General Meeting and being eligible has offers himself for reappointment. Your Board has recommended his reappointment.

KEY MANAGERIAL PERSONNEL

During the year under review, pursuant to the provisions of Section 2(51) and Section 203 of the Companies Act, 2013, read with the Rules made there under, the following existing officials of the company were designated/classified as Whole Time Key Managerial Personnel of the Company ;

i. The Managing Director Mr. Sanjay Jain, as Whole Time Key Managerial-Personnel.

ii. The Company Secretary Mr. Asish Narayan as Whole Time Key Managerial Personnel.

During the year under review, Mr. Malay Das was appointed as Chief Financial Officer (CFO) and designated as Whole Time Key Managerial Personnel.

DIRECTORS' RESPONSIBILITY STATEMENT

As required by Section 134 (5) of the Companies Act, 2013, based on the information and representations received from the operating management, your Directors confirm that:

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

(b) The directors have selected such accounting polices 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 loss of the Company for the period;

(c) The directors have 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 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 were 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.

BOARD MEETINGS

The Board of Directors of the Company during the year 2014-15 on 11th April, 2014, 29th May, 2014, 11th August, 2014, 14th November, 2014, 13th February, 2015 and 31st March, 2015.

INDEPENDENT DIRECTORS' DECLARATION

The Independent Directors of the Company, viz, Mr. Bhag Chand Jain, Shankar Lai Khandelwal and Lalit Kumar Jain, have filed their declaration with the Company affirming that they continue to meet the criteria of independent as provided in Section 149(6) of the Companies Act, 2013, in respect of their position as and "Independent Director''.

Mrs. Pooja Sarda has also informed the Company in writing that she also meets the criteria of independent as provided in Section 149(6) of the Companies Act, 2013, in respect of their position as Independent Director and that her appointment as independent Director will not violet Section 149(6) of the Companies Act, 2013.

SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act, and made there under M/s. Rantu Das & Associates, Practicing Company Secretary have been appointed Secretarial Auditor of the Company. The report of the Secretarial Auditor is enclosed as Annexure-ll.

Management decided to comply according to the observation made by Secretarial Auditor in their Secretarial Audit Report, 2015.

RE-APPOINTMENT OF SECRETARIAL AUDITOR

The Board has the re-appointment of M/s. Rantu Das & Associates, Practicing Company Secretary as Secretarial Auditor for financial year 2015-16 on such remuneration as decided by the Board of Directors.

STATUTORY AUDITORS

The Statutory Auditors of the Company, M/S Patni & Co., (Firm Regn No. 320304E), Chartered Accountants will retire at the ensuing AGM. As recommended by the Audit Committee, the Board has proposed the re-appointment of M/S Patni & Co., (Firm Regn No. 320304E), Chartered Accountants as statutory auditors for financial year 2015-16 on such remuneration as decided by the Board of Directors.

The Company has received a certificate from the proposed Auditors to the effect that their appointment, if made, would be in accordance with all the conditions prescribed under the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014.

STATUTORY AUDITORS' REPORT

The Auditor's Report to the Share Holders does not contained any qualification.

PARTICULARS OF EMPLOYEES

None of the employees are drawing remuneration exceeding Rs.5,00,000/- per month or Rs. 60, 00,000/- per year. Hence, no requisite details are furnished.

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

The company has in place an Anti Sexual Harassment Policy in line with the requirements of the "Sexual Harassment Of Woman At Workplace (Prevention, Prohibition And Redressal) Act, 2013". Internal Complaints Committee (ICC) has been set up to redress complaints received regarding Sexual Harassment.

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

The following is a summary of Sexual Harassment complaints received and disposed off during the year 2014-2015:

No. of Complaints received : NIL

No. of Complaints disposed off : NIL

PARTICULARS REGARDING CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO.

Your Company being a Transport company has no activity relating to conservation of energy or technology absorption to be declared pursuant to Section 134 of the Companies Act, 2013.

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

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation of the assistance and co- operation extended to the Company by commercial Banks, Government of India, various State Governments, Share Holders and all others whose continued support has been a source of strength to the Company. Your Directors also wish to place on record their sincere appreciation of contribution and high level of commitment of every employee of the Company.

Registered Office : By Order of the Board Poddar Point. South Wing For Inter State Oil Carrier Limited 5th Floor. 113, Park Street Kolkata - 700 016 Dated : 29 th May, 2015 Shanti Lai Jain (Chairman)

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Mar 31, 2014

Dear Members,

Your Directors have pleasure in presenting their Annual Report and the Audited Accounts of the Company for the year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS

(Rs.in Lacs) (Rs.in Lacs)

PARTICULARS 2013-2014 2012-2013

Total Income 1690.45 1627.24

Turnover 1602.72 1525.21

Profit Before Interest & Tax 87.44 17.19

Profit before Tax 31.78 (71.57)

Less: Provision for Taxation:-

Current year Tax Nil Nil

Deferred Tax (10.53) (21.76)

Income Tax Adjusted of earlier year Nil Nil

Profit after Tax 60.87 (49.81)

Less: Transfer to Statutory Reserve Fund Nil Nil

Amount available for Appropriation 60.87 (49.81)

Surplus B/f from the previous year 541.73 591.54

Balance Carrier Forward 590.42 541.73

KEY INDICATORS

Share Capital 499.23 499.23

Reserve and Surplus 755.61 694.74

Net worth 1254.84 1193.97

Fixed Assets 607.20 813.56

Book Value per Share (Rs.) 25.14 23.92

EPS 1.22 (1.00)

DIVIDEND

Your directors do not recommend payment of dividend in respect of the year ended 31st March, 2014.

OPERATING RESULTS

The Total Income for the year ended 31 March, 2014 has been Rs. 1690.45 lacs as against Rs. 1627.24 lacs in the previous year, showing increase of Rs. 63.21 Lacs. Profit after Taxation is Rs. 60.87 lacs as against loss of Rs. (49.81) lacs in the previous year.

FUTURE PROSPECTS

It is expected that the economy will pick up steam in the current year and GDP growth will be around 5.7%. This will substantionaly boost the operation of transport sector including that of your company.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public, during the year under review.

CAPITAL EXPENDITURE

As at 31st March, 2014 the gross fixed assets stood at Rs. 1292.56 lacs and the net fixed assets at Rs. 607.20 lacs. DIRECTORS

It is proposed to nominate Mr. Bhag Chand Jain (DIN. 00014717), Mr. Shankar Lal Khandelwal (DIN. 00033813) and Mr. Lalit Kumar Jain (DIN. 03577602) as independent directors, for a period of 5 (five) years with effect from 1st April, 2014.

The Company has received, notice in writing, pursuant to Section 160 of the Companies Act, 2013, from three members proposing the candidature of Mr. Bhag Chand Jain, Mr. Shankar Lal Khandelwal and Lalit Kumar Jain respectively.

The Company has received declaration from all the above directors that they meet the criteria of independence as prescribed under Section 149 (6) of the Companies Act, 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors'' confirm that :-

i. That in the preparation of Annual Accounts, the applicable Accounting Standards had been followed and no material departures have been made for the same.

ii. That 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 for that period.

iii. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv. That the Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE REPORT

Corporate Governance Report including Management Discussion and Analysis Report has been annexed here to and marked as Annexure-''A'' and Annexure-''B'' respectively.

AUDITORS

M/s Patni & Co., Chartered Accountants, the Auditors of the Company shall hold office till the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

AUDITORS'' REPORT

The Auditor''s Report to the Share Holders does not contained any qualification.

PARTICULARS OF EMPLOYEES

None of the employees are drawing remuneration exceeding Rs.5,00,000/- per month or Rs. 60, 00,000/- per year. Hence, no requisite details are furnished.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO.

Your Company being a Transport company has no activity relating to conservation of energy or technology absorption to be declared pursuant to Section 134 of the Companies Act, 2013.

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

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation of the assistance and co- operation extended to the Company by commercial Banks, Government of India, various State Governments, Share Holders and all others whose continued support has been a source of strength to the Company. Your Directors also wish to place on record their sincere appreciation of contribution and high level of commitment of every employee of the Company.

Registered Office : By Order of the Board Poddar Point. South Wing For Inter State Oil Carrier Limited 5th Floor. 113, Park Street Kolkata - 700 016 Dated : 29 th May, 2014 Shanti Lal Jain (Chairman)

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Mar 31, 2011

The Directors have pleasure in presenting their Annual Report and the Audited Accounts of the Company for the year ended 31st March, 2011.

FINANCIAL HIGHLIGHTS

(Rs in Lacs) (Rs in Lacs)

PARTICULARS 2010-2011 2009-2010

Total Income 1826.29 1500.28

Turnover 1691.57 1385.56

Profit Before Interest & Tax 145.60 123.31

Profit before Tax 84.46 94.70

Less: Provision for Taxation:-

Current year Tax 15.75 14.00

Deferred Tax 2.10 1.57

Income Tax Adjusted of earlier year 0.50 (0.33)

Profit after Tax 66.11 79.46

Less: Transfer to Statutory Reserve Fund 13.22 15.89

Amount available for Appropriation 52.89 63.57

Surplus B/f from the previous year 533.54 469.97

Balance Carrier Forward 586.43 533.54

KEY INDICATORS

Share Capital 499.23 499.23

Reserve and Surplus 738.16 672.05

Networth 1237.39 1171.28

Fixed Assets 774.12 745.85

Book Value per Share (Rs.) 24.78 23.46

EPS 1.32 1.59

DIVIDEND

Because of meager profit during the year under review, your Directors do not recommend any payment of dividend in respect of the year ended 31 March, 2011.

OPERATING RESULTS

The Total Income for the year ended 31 March, 2011 has been Rs. 1826.29 lacs as against Rs. 1500.28 lacs in the previous year. Profit after taxation is Rs. 66.11 lacs as against Rs. 79.46 lacs in the previous year, showing increasing of in total income 22% but decreasing in profit due to under utilization of operating assets of equipment/ machine segment. The under utilization has been due to adverse market condition.

FUTURE PROSPECTS

The transport sector's fortune is fully intertwined with the economy of the country. The Indian economy is resilient but not immune from the happenings in the world economy. The growing at a compounded rate of 20%. Your directors are optimistic that the above growth rate will positively impact your Company also.

PUBLIC DEPOSITS

The company has not accepted any deposits from the public, during the year under review.

CAPITAL EXPENDITURE

As at 31st March, 2011 the gross fixed assets stood at Rs. 1691.57 lacs and the net fixed assets at Rs. 774.12 lacs. Addition during the year amounted to Rs. 316.65 lacs.

DIRECTORS

Shri Shankar Lal Khandelwal and Shri Shanti Lal Jain retire by rotation at the forth coming Annual General Meeting but being eligible, have offered themselves for re-appointment. Shri Neeraj Jain reigned from the Board w.e.f. 30th July 2011. Mr. Lalit Kumar Jain joined the Board as additional Director w.e.f. 1st August, 2011. As per Section 260 of the companies Act, 1956, he would hold office of Additional Director, til the conclusion of the forth coming Annual General Meeting. The company has, however, received a letter from a Member of the company, under section 257 of the companies Act, 1956, to the effect that, he would proposed the name of Mr. Lalit Kumar Jain for Directorship in the company in the forth coming Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

As per Section 217(2AA) of the Companies Act, 1956 your Directors state:-

i. That in the preparation of Annual Accounts, the applicable Accounting Standards had been followed and no material departures have been made for the same.

ii. That 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 for that period.

iii. That 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.

iv. That the Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE REPORT

Corporate Governance Report including Management Discussion and Analysis Report has been annexed here to and marked as Annexure-A.

AUDITORS

M/S Patni & Co., Chartered Accountants, the Auditors of the Company shall hold office till the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The company has also received a certificate from them under section 224 (1-B) of the Companies Act, 1956.

AUDITORS REPORT

The Auditors Report to the Share Holders does not contained any qualification.

PARTICULARS OF EMPLOYEES

None of the employees are drawing remuneration exceeding Rs. 500000 per month or Rs. 60, 00,000 per year. Hence, details required to be furnished in accordance with Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 are not required.

PARTICULARS REGARDING CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO.

Your Company has no activity relating to conservation of energy or technology absorption to be declared pursuant to Section 217 (1) (e) of the Companies Act, 1956.

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

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation of the assistance and co- operation extended to the Company by commercial Banks. Government of India, various State Governments, Share Holders and all others whose continued support has been a source of strength to the Company. Your Directors also wish to place on record their sincere appreciation of contribution and high level of commitment of every employee of the Company.

By Order of the Board

For Inter State Oil Carrier Limited

Shanti Lal Jain

(Chairman)

Registered Office

Poddar Point, South Wing,

5th Floor. 113, Park Street

Kolkata-700016

Dated: 24th August, 2011

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Mar 31, 2010

The Directors have pleasure in presenting their Annual Report and the Audited Accounts of the Company for the year ended 31st March, 2010.

FINANCIAL HIGHLIGHTS

(Rs in Lacs) (Rs in Lacs) PARTICULARS 2009-2010 2008-2009

Total Income 1500.28 1293.43

Turnover 1385.56 1266.38

Profit Before Interest & Tax 123.31 54.74

Profit before Tax 94.70 38.10

Less: Provision for Taxation:-

Current year Tax 14.00 12.45

Deferred Tax 1.57 (22.68)

FBT 0.00 0.69

Income Tax Adjusted of earlier year (0.33) -

Profit after Tax 79.46 47.64

Less: Transfer to Statutory Reserve Fund 15.89 9.54

Amount available for Appropriation 63.57 38.10

Surplus B/f from the previous year 469.97 431.87 Balance Carrier Forward 533.54 469.97

KEY INDICATORS

Share Capital 499.23 499.23

Reserve and Surplus 672.05 592.59

Networth 1171.28 1091.82

Fixed Assets 745.85 532.05

Book Value per Share (Rs.) 23.46 21.87

EPS 1.59 0.95

DIVIDEND

Because of meager profit during the year under review, your Directors do not recommend any payment of dividend in respect of the year ended 31 March, 2010.

OPERATING RESULTS

The Total Income for the year ended 31 March, 2010 has been Rs. 1500.28 lacs as against Rs. 1293.43 lacs in the previous year. Profit after taxation is Rs. 79.46 lacs as against Rs. 47.67 lacs in the previous year, showing increasing of 60%.

FUTURE PROSPECTS

If the Indian economy is revived early, the transport sector will definitely perform well. Your company will also be benefited to a large extent. The transport sector is growing at a compounded rate of 20%. Your directors are optimistic that the above growth rate will positively impact your Company also.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public, during the year under review.

CAPITAL EXPENDITURE

As at 31st March, 2010 the gross fixed assets stood at Rs. 1385.98 lacs and the net fixed assets at Rs. 745.85 lacs. Addition during the year amounted to Rs. 395.86 lacs.

DIRECTORS

Shri Bhag Chand Jain and Shri Rikhab Chand Jain retire by rotation at the forth coming Annual General Meeting but being eligible, have offered themselves for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

As per Section 217(2AA) of the Companies Act, 1956 your Directors state:-

i. That in the preparation of Annual Accounts, the applicable Accounting Standards had been followed and no material departures have been made for the same.

ii. That 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 for that period.

iii. That 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.

iv. That the Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE REPORT

Corporate Governance Report including Management Discussion and Analysis Report has been annexed here to and marked as Annexure-A.

AUDITORS

M/S Patni & Co., Chartered Accountants, the Auditors of the Company shall hold office till the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The company has also received a certificate from them under section 224 (1-B) of the Companies Act, 1956.

AUDITORS REPORT

The Auditors Report to the Share Holders does not contained any qualification.

PARTICULARS OF EMPLOYEES

None of the employees are drawing remuneration exceeding Rs. 200000 per month or Rs. 24, 00,000 per year. Hence, details required to be furnished in accordance with Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 are not required.

PARTICULARS REGARDING CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO.

Your Company has no activity relating to conservation of energy or technology absorption to be declared pursuant to Section 217 (1) (e) of the Companies Act, 1956.

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

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation of the assistance and co- operation extended to the Company by commercial Banks. Government of India, various State Governments, Share Holders and all others whose continued support has been a source of strength to the Company. Your Directors also wish to place on record their sincere appreciation of contribution and high level of commitment of every employee of the Company.

By Order of the Board For Inter State Oil Carrier Limited

Shanti Lal Jain (Chairman)

Registered Office

Poddar Point, South Wing 5th Floor. 113, Park Street Kolkata-700016

Dated: 16th August, 2010

---

Mar 31, 2009

The Directors have pleasure in presenting their Annual Report and the Audited Accounts of the Company for the year ended 31st March, 2009.

FINANCIAL HIGHLIGHTS

(Rs in Lacs) (Rs in Lacs)

Particulars 2008-2009 2007-2008

Turnover 1266.38 1084.32

Total Income 1293.43 1208.83

Profit Before Interest & Tax 45.55 171.06

Profit on Sale of Investment 4.21 122.96

Profit before Tax 38.10 165.10

Less: Provision for Taxation :-

Current Year Tax 12.45 26.50

Deferred Tax (22.68) 11.86

FBT 0.69 0.64

Income Tax Adjusted of earlier year -- 0.48

Profit after Tax 47.64 126.58

Less: Transfer to Statutory Reserve Fund 9.54 25.32

Amount available for Appropriation 38.10 101.26

Surplus B/f from the Previous year 431.87 330.61

Balance Carried Forward 469.97 431.87

KEY INDICATORS

Share Capital 499.23 499.23

Reserve and Surplus 592.59 544.95

Networth 1091.82 1044.18

Fixed Assets 532.05 523.67

Book Value per Share (Rs.) 21.87 20.91

EPS 0.95 2.54

DIVIDEND

Because of meager profit during the year under review, your Directors do not recommend any payment of dividend in respect of the year ended 31 March, 2009.

OPERATING RESULTS

The total income for the year ended 31 March, 2009 has been Rs. 1293.43 lacs as against Rs. 1208.83 lacs in the previous year. Profit after taxation is Rs. 47.64 lacs as against Rs. 126.58 lacs in the previous year. The decline has been mainly due to under utilization of operating assets of Equipment / Machine Segment. The under utilization has been due to adverse market condition. Cash flow during the year under review was also adversely affected because of sluggish economic condition.

FUTURE PROSPECTS

If the Indian economy is revived early, the transport sector will definitely perform well. Your company will also be benefited to a large extent.

PUBUC DEPOSITS

The Company has not accepted any deposits from the public, during the year under review.

CAPITAL EXPENDITURE

As at 31st March 2009 the gross fixed assets stood at Rs. 1102.67 lacs and the net fixed assets at Rs. 532.05 lacs. Addition during the year amounted to Rs. 157.68 lacs.

DIRECTORS

Shri Shankar Lai Khandelwal and Shri Shanti Lai Jain retire by rotation at the forth coming Annual General Meeting but being eligible, have offered themselves for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

As per Section 217(2AA) of the Companies Act, 1956 your Directors state : -

i. That in the preparation of Annual Accounts, the applicable Accounting Standards had been followed and no material departures have been made for the same.

ii. That 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 for that period.

iii. That 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.

iv. That the Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE REPORT

Corporate Governance Report including Management Discussion and Analysis Report has been annexed here to and marked as Annexure - A.

AUDITORS

M/S. Patni & Co., Chartered Accountants, the Auditors of the Company shall hold office till the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has also received a certificate from them under section 224 (1-B) of the Companies Act, 1956.

AUDITORS REPORT

The Auditors Report to the Share Holders does not contained any qualifications.

PARTICULARS OF EMPLOYEES

None of the employees are drawing remuneration executing Rs. 200000 per month or Rs. 24,00,000 per year. Hence, details required to be furnished in accordance with Section 217 (2A) of the Companies Act, 1956 read with Companies (Particuars of Employees) Rules, 1975 are not required.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Your Company has no activity relating to conservation of energy or technology absorption to be declared pursuant to section 217(1)(e) of the Companies Act, 1956.

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

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation of the assistance and co-operation extended to the Company by commercial Banks, Government of India, various State Governments, Share Holders and all others whose continued support has been a source of strength to the Company. Your Directors also wish to place on record their sincere appreciation of contribution and high level of commitment of every employee of the Company.

Registered Office : By Order of the Board

Poddar Point. South Wing For Inter State Oil Carrier Limited

5th Floor. 113, Park Street Kolkata-700 016

Dated : 19th August,2009 Shanti Lai Jain

(Chairman)