Directors Report of ISL Consulting Ltd.

Mar 31, 2024

Your directors are pleased to present the 32^nd Annual Report along with the Audited Accounts of the Company for the financial year ended on March 31, 2024.

FINANCIAL SUMMARY/HIGHLIGHTS OF PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY:

The Company''s Operating Revenue for FY 2023-2024 was Rs. 2420.558 lakhs, an increase of 40.20% over FY 2022-2023''s Rs. 1726.581 Lakhs. and your business did incredibly well, turning a profit of Rs. 309.779 Lakhs in FY 2023-24 as opposed to a loss of Rs. 100.634 Lakhs in FY 2022-23.

(Rupees in Lakhsj
Particulars	Year ended 31-03-2024	Year ended 31-03-2023
Revenue from Operation	2,420.558	1,726.581
Other Income	19.828	27.557
Total Income	2,440.386	1,754.138
Total expenditure	2053.805	1,855.289
Profit / (loss) before exceptional items & provision for tax	386.581	(101.150)
Less: Exceptional items	-	0.000
Profit / (loss) Before Tax	386.581	(101.150)
Less: Tax Expenses	(76.802)	0.516
Net Profit / (loss) after Tax for the year	309.779	(100.634)
Earnings per Share	1.2907	(0.4193)
Balance carried forward to Balance Sheet	309.779	(100.634)

DIVIDEND:

In order to conserve the financial resources, the Board of Directors of the Company do not recommend any dividend for the said financial year.

AMOUNT TRANSFER TO RESERVES AND SURPLUS:

The Company has transferred Rs. 30,977,881/- to the Reserves and Surplus account.

CHANGE IN NATURE OF BUSINESS:

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:

There have been no material changes and/or commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates and the date of the report. However, the company surrendered its membership of the MCX exchange and acknowledgement & permission was received from the SEBI on 02^nd August, 2021. In pursuance to the said surrender, the Company fall under the registration criteria of NBFC as prescribed in the Reserve Bank of India Act, 1934 and other circulars issued by the Reserve Bank of India. The Company applied for the registration as NBFC under the category of Investment and Credit Company (ICC) vide an application dated 28^th May, 2022 as per the prescribed procedure. However, on 17^th June, 2022, the said aforementioned application was rejected vide letter dated 15^th June, 2022 served by the Reserve Bank of India, Department of Regulation. The Company has made a fresh application for NBFC Registration under Type - I NBFC-ND on 21^st June, 2023 and on 22^nd February 2024 RBI has granted the said certificate of registration to the Company.

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

During the year under review, no significant or material orders have been passed by the Regulators or Courts or Tribunals which can have impact on the going concern status and the Company''s operations in future.

INTERNAL FINANCIAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK:

As per provisions of the Companies Act, 2013, the company has implemented Internal Financial Control system. To maintain its objectivity and independence, the Internal Auditors report to the Audit Committee of the Board. The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control system, its compliance with operating systems, accounting procedures and policies in the Company. Based on the report of internal audit function, process owners undertake counteractive action in their respective areas and thereby further strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee from time to time. Based on the review of this evaluation, there have been no significant transactions / events during the year that have materially affected our internal financial control system. The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such systems are adequate and operating effectively.

PUBLIC DEPOSITS:

During the year ended on March 31, 2024, the Company has not accepted any deposit from the public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 and amendments made thereto.

LOANS, GUARANTEES AND INVESTMENTS:

Details of Loans, Guarantee and Investments, if any, covered under the provisions of Section 186 Section 186 of the Companies Act, 2013, during the year under review, are provided in the notes to the financial statement.

RELATED PARTY TRANSACTIONS:

Your Board endeavors that all contracts/ arrangements/transactions entered by the Company during the financial year with related parties are in the ordinary course of business and on an arm''s length basis only. During the year under review the Company had not entered into any contract/ arrangement/transaction with related parties referred to in Section 188(1) of the Companies Act, 2013. Hence Form AOC- 2 is not applicable to the Company.

In terms of Regulation 23 of the SEBI Listing Regulations, your Company submits details of related party transactions as per the format specified in the relevant accounting standards to the stock exchanges on a half yearly basis.

Your directors draw attention of the members to the financial statement which sets out related party disclosures. SHARE CAPITAL:

During the financial year under report, the company has neither issued equity shares with differential voting rights, sweat equity shares or under employee stock options scheme nor it has made any provision of money for purchase of its own shares by employees or by trustees for the benefit of employees.

At present, the Company has only one class of shares - equity shares with face value of Rs. 5/- each. As on March 31, 2024, the authorized share capital and paid-up share capital of the company stands at Rs. 12,00,00,000/-(Rupees Twelve Crore) consisting of 2,40,00,000 (Two Crore Forty Lakhs) number of equity shares of Rs. 5/-(Rupees Five) each fully paid-up.

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

Particulars relating to conservation of energy and technology absorption stipulated under provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, are not applicable to the company. The company does not have any foreign exchange earnings and expenditure.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

CORPORATE SOCIAL RESPONSIBILITY:

During the financial year under report, your company did not meet the criteria laid down under the provisions of section 135(1) of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and accordingly the provisions including but not limited upto constitution of corporate social responsibility committee and formulation / implementation of a policy on corporate social responsibility are not applicable to the company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

(1) Board of Directors

The Board of Directors of your company has various executive and non-executive directors including Independent Directors who have wide and varied experience in different disciplines of corporate functioning.

As on March 31, 2024 the Board of Directors is comprised of 6 (Six) directors including 1 (One) Managing Director, 1 (One) Executive Director, 2 (Two) Non-Executive Non - Independent Directors and 2 (Two) NonExecutive Independent Directors. The names and categories of directors, and relevant details are given below:

Sr. No.	Name of Directors	Category
1.	Mr. Ankit Jagat Shah	Managing Director
2.	Mrs. Reema Ankit Shah	Executive Director
3.	Mr. Hiteshkumar Chhaganlal Kothari	Non-Executive Non - Independent Director
4.	Mr. Jayantilal Kothari	Non-Executive Non - Independent Director
5.	Mr. Savajibhai Devarambhai Galiya	Non-Executive Independent Director
6.	Mr. Bhavesh Premji Mamania	Non-Executive Independent Director - Chairman

(2) Appointment & Cessation:

During the year under review none of the directors were appointed or ceased to be the director of the Company as on 31^st March 2024.

(3) Independent directors

In terms of the definition of the Independent Director as prescribed under Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149(6) of the Companies Act, 2013, Mr. Bhavesh Premji Mamania and Mr. Savajibhai Devarambhai Galiya have been appointed as NonExecutive Independent Director on the board of the company. The second term of five consecutive years of Mr. Bhavesh Premji Mamania will expire of upcoming AGM and cannot continue as Independent director of the company, in that connection the Company have proposed the appointment of Mr. Satya Gopal (DIN: 08144273) as Independent director in his place. Further Mr. Savajibhai Devarambhai Galiya was appointed as Non-Executive Independent Director in 27^th Annual General Meeting for a term of five years till September 26, 2024 and proposed for re-appointment for his second term of five consecutive years.

Your Company has received requisite declarations from all the Independent Director of the Company under sub - Section (7) of section 149 confirming that they meet with the criteria of Independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent Directors also have complied with the provisions of Rule 6(3) of Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended relating to inclusion of their name in the databank of independent directors. Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company''s Code of Conduct.

(4) Director retiring by rotation

Pursuant to the provisions of section 152 of the Companies Act, 2013 and in accordance with the articles of association of the company, To appoint a Director in the place of Mr. Hiteshkumar Chhaganlal Kothari (DIN: 01217705), who retires by rotation and being eligible, offers himself for re-appointment .

(5) Key Managerial Personnel

Sr. No.	Name	Designation
1.	Mr. Ankit Jagat Shah	Managing Director

2.	Mr. Nishantkumar D. Thakkar	Chief Financial Officer
3.	Mr. Rohit Raway	Company Secretary (w.e.f. 03/04/2024)

EVALUATION OF BOARD, COMMITTEES AND DIRECTORS:

Pursuant to the provisions Section 134(3)(p) of the Companies Act, 2013 and Rule 8(4) of the Companies (Accounts) Rules, 2014 and Regulation 17(10) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015, the Board had carried out performance evaluation of its own, the Board Committees and of the independent directors. The Board adopted a formal mechanism for evaluating its performance as well as that of its committees and individual directors. The process was carried out and covered various aspects of the Board functioning such as composition of Board and committees, performance of specific duties and obligations, contribution at the meetings and otherwise, independent judgment, governance issues, etc. Independent Directors at a separate meeting evaluated performance of the Non-Independent Directors, Board as a whole and of the Chairman of the Board.

The Directors expressed their satisfaction with the evaluation process.

MEETING OF THE BOARD OF DIRECTORS:

Your Board has been constituted with requisite diversity, wisdom and experience commensurate to the scale of operations of your Company. Regular Board Meetings are held to discuss business aspects and other matters related to business of the company.

Board meeting dates are finalized in consultation with all directors and agenda papers backed up by comprehensive notes and detailed background information are circulated well in advance before the date of the meeting thereby enabling the Board to take informed decisions.

During the year, 8 (eight) meetings of Board of Directors were convened and held, the details of which are given in the "Report on Corporate Governance", which is a part of this Annual Report. The gap between Meetings not exceeding the period prescribed under the Companies Act, 2013 and Rules made thereunder.

COMMITTEES OF THE BOARD:

As per requirements of the provisions of Companies Act, 2013 and Rules made there under and as per provisions of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, the company has formed following committees.

(a) Audit Committee

(b) Stakeholders Relationship Committee

(c) Nomination and Remuneration Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance", a part of this Annual Report.

RISK MANAGEMENT:

Risk is an integral part of any business and therefore, Risk Management is an important function that the business management has to perform to ensure sustainable business growth. Company has implemented an integrated risk management approach through which it reviews and assesses significant risks on a regular basis to help ensure that there is a robust system of risk controls and mitigation in place. Senior management periodically reviews this risk management framework to keep updated and address emerging challenges. Thus, Risk Management is framed to identify, monitor, minimize, mitigate and report risks and also to identify business opportunities. The Audit Committee oversees and evaluates internal financial control and risk management systems. In the opinion of Board, there are no risks which may threaten the existence of the Company.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

In compliance of provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established vigil mechanism for the directors and employees of the company to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct and provide for adequate safeguards against victimization of Whistle Blower who avails such mechanism and also provides for direct access to the Chairman of the Audit

Committee, in exceptional cases. The vigil mechanism policy is disclosed on the website of the company www.islconsulting.in

AUDITORS Statutory Auditors:

At the 28^th AGM held on Tuesday, 29^th September, 2020 the members approved appointment of M/s. Bihari Shah & Co., Chartered Accountants, Ahmedabad (Firm Registration No. 119020W) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of 28^th AGM till the conclusion of the Annual General Meeting to be held in the year 2025 on remuneration to be decided by the Board or Committee thereof in consultation with the Statutory Auditors.

The Members may note that consequent to the changes in the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 by the Ministry of Corporate Affairs (MCA) vide notification dated May 7, 2018, the proviso to Section 139(1) of the Companies Act, 2013 read with explanation to sub-rule 7 of Rule 3 of the Companies (Audit and Auditors) Rules, 2014, the requirement of ratification of appointment of Auditors by the Members at every AGM has been done away with. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the ensuing AGM. The Statutory Auditors have confirmed that they satisfy the independence criteria as required under the Act.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. Keyur J. Shah & Associates, Practicing Company Secretaries, to undertake Secretarial Audit of the company for the Financial Year 2023-24. The Secretarial Audit Report in form "MR-3" is attached herewith as Annexure - A and are self-explanatory.

Internal Auditors:

In accordance with the provisions of section 138 of the Companies Act, 2013 and rules framed thereunder, your company has appointed M/s. Nisarg Khatri and Associates, Chartered Accountant (Membership No. 188787), as the internal auditors of the company in the board meeting held on May 22, 2024 to conduct the internal audit of the functions and activities of the company for the financial year ending on March 31, 2025.

EXPLANATIONS OR COMMENTS BY THE BOARD ON QUALIFICATION / RESERVATION / ADVERSE REMARK OR DISCLAIMER MADE BY THE STATUTORY AUDITORS IN THEIR AUDIT REPORT AND BY THE SECRETARIAL AUDITOR IN THEIR SECRETARIAL AUDIT REPORT:

The audit report issued by the statutory auditors of the company is self-explanatory and no comment from the board of directors of the company is required as no qualification, reservation or adverse remark or disclaimer is given by any of the auditors of the company.

The secretarial auditor has given his comments in the secretarial audit report issued for the period under report which is also a part of this report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In accordance with Section 134(5) of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors state that:

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

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

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts on a going concern basis.

e) The Directors have laid down internal financial controls and that such internal financial controls are adequate and operating effectively.

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

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT OF THE COMPANY:

The Board has on the recommendation of the Nomination & Remuneration Committee, formulated criteria for determining Qualifications, Positive Attributes and Independence of a Director and also a Policy for remuneration of Directors, Key managerial Personnel and senior management. The Nomination and Remuneration policy can be accessed through the website of the Company at www.islconsulting.in.

CORPORATE GOVERNANCE:

Your Company has always striven to incorporate appropriate standard for good corporate governance. It has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under SEBI (Listing Obligation and Disclosure Requirement) regulations, 2015 are adhered to. A separate report on Corporate Governance along with Practicing Company Secretary''s certificate of its compliance is annexed as a part of Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the SEBI (Listing Obligation and Disclosure Requirement) regulations, 2015, is annexed and forms part of the Annual Report.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company duly complies with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

Your Company is committed to provide and promote a safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees. As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (''Act'') and Rules made thereunder, your Company has assigned the responsibilities to Audit Committee. During the year, no complaint with allegations of sexual harassment was filed with the Company.

DISCLOSURE REGARDING MAINTENANCE OF COST RECORDS:

Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time is not applicable to your company. Hence, your Company is not required to maintain cost records.

REPORTING OF FRAUD BY AUDITORS:

Pursuant to provisions of Section 143(12) of the Companies Act, 2013, as amended from time to time, the Auditors have not reported any incident of frauds committed in the Company by its Officers or Employees to the Company during the year under review.

ANNUAL RETURN:

Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are placed on the website of the Company at www.islconsulting.in.

By virtue of amendment to Section 92(3) of the Companies Act, 2013 read with Rule 12 of The Companies (Management and Administration) Rules, 2014, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of the Board''s report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided on written request by the members of the company. Hence the members wish to know the said details can write an email to the company at [e-mail] at least two working day before. We are also confirming the members that There are no employee(s) in the Company who are in receipt of remuneration exceeding the limits specified under Rule 5 (2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

DETAILS OF APPLICATION MADE OR PROCEDDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, there were no applications made or proceedings pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.

LISTING OF SHARES AND FEES:

The Equity Shares of the Company are listed on the BSE Limited (BSE) with scrip code No. 511609 & security id: ISLCONSUL. The Company confirms that the annual listing fee to the stock exchange for the financial year 2024-25 has been paid.

ACKNOWLEDGEMENT:

Your Board acknowledges and appreciates the relentless efforts of the employees, workmen and staff including the management team at all levels in ensuring sustained growth of the Company.

Your Board wishes to place on record its deep appreciation of the Independent Directors and the Non-Executive Directors of the Company for their immense contribution by way of strategic guidance, sharing of knowledge, experience and wisdom, which help the Company to take right decisions in achieving its business goals.

Your Board is indebted for the unstinted support and trust reposed by the Members and also remains thankful for their ongoing support and guidance.

Your directors also sincerely thank to all the stakeholders, customers, vendors, bankers, business associates, government, other statutory bodies and look forward to their continued assistance, co-operation and support.

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Mar 31, 2018

Dear Members,

The Directors are pleased to present the 26^th Annual Report along with the Audited Accounts of the Company for the financial year ended on March 31, 2018.

FINANCIAL HIGHLIGHTS: (Rupees in Lakhs)

Particulars	Year ended 31-03-2018	Year ended 31-03-2017
Revenue from Operation	5668.63	4634.76
Other Income	15.45	33.97
Total Income	5684.08	4668.72
Profit/ Loss before Interest, Depreciation & Taxes (EBIDTA)	-61.97	41.57
Less: Depreciation	0.31	0.42
Profit Before Tax (PBT)	-62.28	41.15
Less: Taxation	-18.69	12.95
Net Profit after Tax for the year (PAT)	-43.58	28.19
Earnings per Share	-0.36	0.23
Balance carried forward to Balance Sheet	-43.58	28.19

DIVIDEND:

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.

AMOUNT TRANSFER TO RESERVES AND SURPLUS:

The Company has not transferred any amount to the reserves.

CHANGE IN NATURE OF BUSINESS:

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

MATERIAL CHANGES AND COMMITMENTS:

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.

REGULATORY ORDERS:

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.

INTERNAL FINANCIAL CONTROL:

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.

PUBLIC DEPOSITS:

During the year ended on March 31, 2018, 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.

LOANS, GUARANTEES AND INVESTMENTS:

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.

RELATED PARTY TRANSACTION:

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.

STATUTORY AUDITORS:

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.

AUDITOR''S REPORT:

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.

SHARE CAPITAL:

The paid up Equity Share Capital of the Company as on March 31, 2018 is Rs.12,00,00,000/-. The company neither issued shares with differential voting rights nor granted any stock options or sweat equity.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

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.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

CORPORATE SOCIAL RESPONSIBILITY:

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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

(1) Board of Directors

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.	Hasmukh M. Thakker	Independent Director
5.	Bhavesh P. Mamnia	Independent Director, Chairman

*Designation of Ms. Reema A. Shah has changed from Executive Director to Non-Executive Director on March 31, 2018. Note: Mr. Sandeep K. Thacker has resigned from the office of Board of Directors with effect from March 31, 2018.

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, seven 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 Company''s 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

Following changes were made in the Key managerial Personnel during the year:

i) Mr. Hitesh C. Kothari was appointed as Chief Financial Officer of the Company on March 31, 2018 upon resignation of Mr. Ankit J. Shah from the post of Chief Financial Officer of the Company.

ii) Mr. Ankit J. Shah continues to be the Managing Director of the Company.

iii) Ms. Bhanupriya Katta continues to be the Company Secretary of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT:

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

1. In the preparation of the annual accounts for the financial year ended March 31, 2018, 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.

REMUNERATION:

The role of Nomination and Remuneration committee is to recommend to the Board the appointment/reappointment 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 http://www.islconsulting.in/pdf/coc/Nomination & Remuneration Policy.pdf

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 2017-18. The Secretarial Audit Report is attached herewith as Annexure - A.

CORPORATE GOVERNANCE:

Your Company has always striven to incorporate appropriate standard for good corporate governance. It has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under SEBI (Listing Obligation and Disclosure Requirement) regulations, 2015 are adhered to. A separate report on Corporate Governance along with auditor''s certificate of its compliance is produced as a part of Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

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.

EXTRACT OF ANNUAL RETURN:

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.

PARTICULARS OF THE EMPLOYEES:

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.

ACKNOWLEDGEMENT:

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.

For and on behalf of the Board of Directors

Place: Ahmedabad

Date: 10/08/2018

Ankit J. Shah

Managing Director

(DIN: 02695987)

Regd. Office:

501, 5^th Floor, Abhijeet-II, Above Standard Chartered Bank, Nr. Mithakhali Six Road,

Ahmedabad-380009, Gujarat CIN: L67120GJ1993PLC086576 Tel: [phone]

Email: [e-mail] Website: www.islconsulting.in

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Mar 31, 2016

DIRECTORS'' REPORT

Dear Members,

The Directors are pleased to present the 24^th Annual Report along with the Audited Accounts of the Company for the financial year ended on 31st March, 2016.

FINANCIAL HIGHLIGHTS: (Rupees in Lakhs)

Particulars	Year ended 31-03-2016	Year ended 31-03-2015
Gross Profit/(Loss) before Depreciation	25.49	31.73
Less: Depreciation	(0.65)	(1.95)
Profit /(Loss) for the year (after extraordinary items)	23.09	29.78
Profit/(Loss) after tax for the year	15.88	23.21
Balance Carried forward to Balance Sheet	15.88	23.21
Earnings Per Share in Rs.	0.13	0.19

DIVIDEND:

The Company is in growth phase and to further strengthen its position, the board of directors of your Company has decided to plough back the profits in the company. Hence we do not recommend any dividend for the financial year 2015-16.

AMOUNT TRANSFER TO RESERVES AND SURPLUS:

The Board has recommended a transfer of Rs. 15,87,925/- to Reserves and Surplus account.

CHANGE IN NATURE OF BUSINESS:

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

MATERIAL CHANGES AND COMMITMENTS:

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.

REGULATORY ORDERS:

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.

However, an order of shifting of registered office of the Company from the state of Tamil Nadu to the state of Gujarat was passed by Regional Director, Chennai on January 28, 2016, which was registered by the Registrar of Companies, Ahmadabad on March 28, 2016. The details of registered office address can be obtained from the website of the Company www.islconsulting.in

INTERNAL FINANCIAL CONTROL:

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.

PUBLIC DEPOSITS:

During the year ended on 31^st March, 2016, 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.

RELATED PARTY TRANSACTION:

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.

STATUTORY AUDITORS:

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, Ahmadabad (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.

AUDITOR''S REPORT:

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.

SHARE CAPITAL:

The paid up Equity Share Capital of the Company as on March 31, 2016 is Rs.12,00,00,000/-. The company neither issued shares with differential voting rights nor granted any stock options or sweat equity.

CONSERVATION OF ENEGRY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

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.

CORPORATE SOCIAL RESPONSIBILITY:

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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL: (1) Board of Directors

The Board of Directors is comprised of five directors as on March 31, 2016 including one Managing Director, one Non-Executive Director, one Additional director (Non-Executive) and two Independent Directors. The names and categories of directors are given below:

Sr. No.	Name of Directors	Category
1.	Reema A. Shah	Non-Executive Director
2.	Hitesh C. Kothari*	Managing Director
3.	Ankit J. Shah**	Additional Director (Non-Executive)
4.	Hasmukh M. Thakker	Independent Director
5.	Bhavesh P. Mamnia	Independent Director

*Designation of Hitesh C. Kothari shall be changed from Managing Director to Executive director of the Company w.e.f October 1, 2016.

**Ankit J. Shah was appointed as Additional Director (Non-executive) by the board of directors in their meeting held on November 10, 2015 who shall be regularized and appointed as Managing Director of the Company at this Annual General Meeting.

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, seven 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.

However, the Board of Directors has dissolved the Risk Management Committee because as per Regulation 21(5) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 your Company is not required to form the Risk Management Committee.

(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 Company''s 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

Following changes were made in the Key managerial Personnel during the year:

i) Mr. Mihir Mehta, Company Secretary resigned from the services of the Company w.e.f September 12, 2015. Ms. Bhanupriya Katta, member of Institute of Company Secretaries of India (ICSI) was appointed as the Company Secretary w.e.f January 25, 2016.

ii) Designation of Mr. Hitesh C. Kothari shall change from Managing Director to Executive Director of the Company w.e.f October 1, 2016.

iii) Appointment of Mr. Ankit J. Shah as the Managing Director of the Company w.e.f October 01, 2016 is recommended by the board at their meeting held on August 12, 2016 and is proposed at this Annual General Meeting.

iv) Mr. Ankit J. Shah continues to be CFO of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT:

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

1. In the preparation of the annual accounts for the financial year ended 31^s March, 2016, 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.

REMUNERATION:

The role of Nomination and Remuneration committee is to recommend to the Board the appointment/reappointment 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 http://www.islconsulting.in/pdf/coc/Nomination & Remuneration Policy.pdf

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 2015-16. The Secretarial Audit Report is attached herewith as Annexure - A.

CORPORATE GOVERNANCE:

Your Company has always striven to incorporate appropriate standard for good corporate governance. It has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under SEBI (Listing Obligation and Disclosure Requirement) regulations, 2015 are adhered to. A separate report on Corporate Governance along with auditor''s certificate of its compliance is produced as a part of Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

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.

EXTRACT OF ANNUAL RETURN:

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.

PARTICULARS OF THE EMPLOYEES:

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.

ACKNOWLEDGEMENT:

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.

For and on behalf of the Board of Directors

Place: Ahmedabad

Date: 12/08/2016

Hitesh C. Kothari

Regd. Office: Managing Director

501, 5th Floor, Abhijeet-II, (DIN: 01217705)

Above Standard Chartered Bank,

Nr. Mithakhali Six Road,

Ahmedabad-380009, Gujarat.

CIN: L67120GJ1993PLC086576

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Mar 31, 2015

Dear Members,

The Directors are pleased to present the 23rd Annual Report along with the Audited Accounts of the Company for the financial year ended on 31st March, 2015.

FINANCIAL HIGHLIGHTS:

(Rupees in Lacs)

Particulars Year ended Year ended 31-03-2015 31-03-2014

Gross Profit/(Loss) before Depreciation 31.73 12.10

Less: Depreciation (1.95) (0.44)

Profit /(Loss) for the year 29.78 11.66

Profit/(Loss) after tax for the year 23.21 9.26

Balance Carried forward to Balance Sheet 23.21 9.26

Earning Per Share in Rs. 0.19 0.08

DIVIDEND:

In view to strengthen the position of the company, your company has decided to plough back the profits in the company and hence do not recommend any dividend for the financial year 2014-15.

AMOUNT TRANSFER TO RESERVES AND SURPLUS:

The Board has recommended a transfer of Rs.23,20,696/- to Reserves and Surplus account.

CHANGE IN NATURE OF BUSINESS:

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

MATERIAL CHANGES AND COMMITMENTS:

During the year under review, company has sold 82,800 equity shares of Rs.10/- each of M/s. Invincible Natural Resources Pvt. Ltd. which were held as investment in the name of the company worth Rs.8,28,000/-. There is no other material change and/or commitment was occurred during the year under review which significantly affects the financial position of the company.

REGULATORY ORDERS:

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 and Company's operations in future.

INTERNAL FINANCIAL CONTROL:

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.

PUBLIC DEPOSITS:

During the year ended on 31st March, 2015, 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.

LOANS, GUARANTEES AND INVESTMENTS:

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.

RELATED PARTY TRANSACTION:

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.

STATUTORY AUDITORS:

The Statutory Auditors of the Company, M/s. Venkatesh & Co, Chartered Accountants, Chennai, (F.R. No. 004636S), holds office until the conclusion of ensuing Annual General Meeting and are unwilling to continue as statutory auditors.

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.

AUDITOR'S REPORT:

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.

SHARE CAPITAL:

The paid up Equity Share Capital of the Company as on March 31, 2015 is Rs.12,00,00,000/-. The company neither issued shares with differential voting rights nor granted any stock options or sweat equity.

CONSERVATION OF ENEGRY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

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.

CORPORATE SOCIAL RESPONSIBILITY:

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

The Board of Directors is comprised of four directors as on March 31, 2015 including one Managing Director, one Non-Executive Director and two Independent Directors.

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 Listing Agreement with the Stock Exchange.

In compliance of the provisions of Section 196, 197 and other applicable provisions read with Schedule V of the Companies Act, 2013, Mr. Hitesh C. Kothari has been appointed as Managing Director and CEO of the Company with effect from October 01, 2014.

During the year under review, in compliance with the provisions of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the company has appointed Mr. Hasmukh M. Thakker and Mr. Bhavesh P. Mamnia as Independent Directors of the Company for a term of five years.

During the year under review, Mr. C. K. Kothari retired from the post of Non-Executive Director of the company from the conclusion of Annual General Meeting held on September 23, 2014. In compliance of the provisions of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, company has appointed Ms. Reema C. Kothari as Non-Executive Director of the Company.

(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 judgement, 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, seven 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 Clause 49 of Listing Agreement, the company has formed following committees.

(a) Audit Committee

(b) Stakeholders Relationship Committee

(c) Nomination and Remuneration Committee

(d) Risk Management Committee

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

(5) Vigil Mechanism

In compliance of provisions of Section 177 of the Companies Act, 2013, 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 Company's Code of Conduct. The vigil mechanism policy is disclosed on the website of the company.

(6) Key Managerial Personnel

Following persons were designated as Key Managerial Personnel during the year.

(1) Mr. Hitesh C. Kothari - Managing Director

(2) Mr. Ankit J. Shah - Chief Financial Officer

(3) Mr. Mihir J. Mehta - Company Secretary

DIRECTORS' RESPONSIBILITY STATEMENT:

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

1. In the preparation of the annual accounts for the financial year ended 31st March, 2015, 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.

REMUNERATION:

The role of Nomination and Remuneration committee is to recommend to the Board the appointment/reappointment of Executive and Non-Executive Directors. The Board has vested powers on the Committee to determine remuneration of the directors and senior management. The remuneration policy is mentioned in the Corporate Governance Report, which is a part of this Annual Report.

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 2014-15. The Secretarial Audit Report is attached herewith as Annexure - A.

CORPORATE GOVERNANCE:

Your Company has always striven to incorporate appropriate standard for good corporate governance. It has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under amended Listing Agreements of the Stock Exchanges with which the company is listed are complied with. A separate report on Corporate on Governance is produced as a part of Annual Report. Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges a report on Corporate Governance along with Auditors Certificate of its Compliance is included as part of the this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement, is annexed and forms part of the Annual Report.

EXTRACT OF ANNUAL RETURN:

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.

PARTICULARS OF THE EMPLOYEES:

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.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their deed 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.

For and on behalf of the Board of Directors

Place: Chennai

Date: 12/08/2015 Hitesh C. Kothari Managing Director (DIN: 01217705) Regd. Office: No. 3, Murthy Lane, 1st Floor, Off Devaraja Mudali Street, Ratan Bazar, Chennai - 600 003 Tamilnadu. CIN:L67120TN1993PLC024144

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Mar 31, 2014

Dear Members,

The Directors are pleased to present the 22nd Annual Report along with the Audited Accounts of the Company for the financial year ended on 31st March, 2014.

FINANCIAL HIGHLIGHTS:

(Rupees in Lacs) Particulars Year ended Year ended 31-03-2014 31-03-2013

Gross Profit/(Loss) before Depreciation 12.10 20.88

Less: Depreciation (00.44) (00.57)

Profit /(Loss) for the year 11.66 20.31

Profit/(Loss) after tax for the year 9.26 16.55

Balance Carried forward to Balance Sheet 9.26 16.55

Earning Per Share in Rs. 0.08 0.14

DIVIDEND:

In view to strengthen the position of the company, your company has decided to plough back the profits in the company and hence do not recommend any dividend for the financial year 2013-14.

DIRECTORS:

During the year under review, there has been no change in composition of the Board.

Pursuant to provisions of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, every listed company is required to have one-third of the total number of directors as Independent Directors. In compliance of the same, the company has appointed Mr. Hasmukh M. Thakker and Mr. Bhavesh P. Mamnia as Independent Directors of the Company for a term of five years, subject to approval of members.

Pursuant to the requirements of the Companies Act, 2013, Mr. C. K. Kothari who liable to retire by rotation shall retire at the ensuing Annual General Meeting but does not propose himself for re- appointment as Director.

Further, pursuant to provisions of Section 196, 197 and other applicable provisions read with Schedule V of the Companies Act, 2013, the Board has appointed Mr. Hitesh C. Kothari as Managing Director and CEO of the Company and fixed his remuneration as mentioned in the resolution, subject to approval of members.

Pursuant to the provisions of Section 149 of the Companies Act, 2013, every listed company shall have at least one woman director on the Board of the Company. In compliance of the same, your directors have appointed Ms. Reema C. Kothari, as Additional Director of the Company under Section 161 of the Companies Act, 2013. As Ms. Reema C. Kothari holds office up to the date of Annual General Meeting, your Board recommends shareholders'' approval to appoint her as Non-Executive Director of the Company.

PUBLIC DEPOSITS:

During the year ended on 31st March, 2014, the Company has not accepted any deposit from the public within the meaning of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975 and amendments made thereto.

VOLUNTARY DELISTING OF SHARES FROM MSE:

30,00,000 equity shares of Rs.10/- each were listed on the Madras Stock Exchange. In the absence of liquidity and/or trading in the equity shares of the company since long, your directors had decided to voluntary delist the said shares from the MSE. During the year ended 31st March, 2014, the company had started procedure to delist the said shares in accordance with the guidelines prescribed in SEBI (Delisting of Equity Shares) Regulations, 2009 and complied with all necessary compliances required for such delisting. Accordingly, the company has received confirmation of delisting of equity shares with effect from 19.05.2014.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Director''s Responsibility Statement, it is hereby confirmed that:

1. In the preparation of the annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed along with the proper explanations with respect the 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, 1956 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.

PARTICULARS OF THE EMPLOYEES:

Particulars of employees pursuant to Section 217(2A) of the Companies Act, 1956 (read with companies particulars of employees rules, 1975) regarding particulars of employees, are not applicable, since none of the employees are in receipt of remuneration in excess of the limit specified herein during the period under review.

AUDITORS:

The Statutory Auditors of the Company, M/s. Venkatesh & Co, Chartered Accountants, Chennai, (Firm Registration No. 004636S), holds office until the conclusion of ensuing Annual General Meeting and being eligible for re-appointment, they have offered their services to act as Statutory Auditors of the Company.

The company has received a certificate from auditors stating their re-appointment, if made, would be within the prescribed limit under Section 139 of the Act and rules made there under. The Board of Directors recommends the re-appointment of M/s. Venkatesh & 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.

CONSERVATION OF ENEGRY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EEARNING AND OUTGO:

The provisions of Section 217(1)(e) of the Companies Act, 1956 relating to conservation of energy, technology absorption are not applicable to the Company.

Foreign Exchange Earning : NIL

Foreign Exchange Outgon : NIL

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement, is annexed and forms part of the Annual Report.

CORPORATE GOVERNANCE:

Your Company has always striven to incorporate appropriate standard for good corporate governance. It has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under amended Listing Agreements of the Stock Exchanges with which the company is listed are complied with. A separate report on Corporate on Governance is produced as a part of Annual Report. Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges a report on Corporate Governance along with Auditors Certificate of its Compliance is included as part of the Annual Reports.

LISTING AGREEMENTS REQUIREMENTS:

The securities of the company are listed at Bombay Stock Exchange and Ahmedabad Stock Exchange. Trading in company''s securities started at the BSE in December 2011 revoking the suspension of trading. The Company has voluntary delisted 30,00,000 equity shares of Rs.10/- each from Madras Stock Exchange.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their deed 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.

For and on behalf of the Board of Directors Place: Chennai Sd/- Date: 28/07/2014 Hitesh C. Kothari Managing Director

Regd. Office: No. 3, Murthy Lane, 1st Floor, Off Devaraja Mudali Street, Ratan Bazar, Chennai - 600 003 Tamilnadu. CIN:L67120TN1993PLC024144

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Mar 31, 2013

Dear Members,

The Directors are pleased to present the 21st Annual Report along with the Audited Accounts of the Company for the financial year ended on 31st March, 2013.

FINANCIAL HIGHLIGHTS:

(Rupees in Lacs) Particulars Year ended Year ended 31-03-2013 31-03-2012

Gross Profit/(Loss) before Depreciation 20.88 (20.03)

Less: Depreciation (00.57) (00.70)

Profit/(Loss) for the year 20.31 (20.73)

Profit/(Loss) after tax for the year 16.55 (20.91)

Balance Carried forward to Balance Sheet 16.55 (20.91)

Earning Per Share in Rs. 0.14 (00.70)

DIVIDEND:

Due to inadequacy of profits, your Directors do not recommend any dividend for the financial year 2012- 2013.

DIRECTORS:

Mr. Hasmukh M. Thakker retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment as Director. Brief particulars of the Director proposed to be re-appointed at the ensuing Annual General Meeting are attached in the annexure to the notice calling the meeting.

PUBLIC DEPOSITS:

During the year ended on 31st March, 2013, the Company has not accepted any deposit from the public within the meaning of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975 and amendments made thereto.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Director''s Responsibility Statement, it is hereby confirmed that:

1. In the preparation of the annual accounts for the financial year ended 31st March, 2013, the applicable Accounting standards have been followed along with the proper explanation with respect the 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, 1956 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.

PARTICULARS OF THE EMPLOYEES:

Particulars of employees pursuant to Section 217(2A) of the Companies Act, 1956 (read with companies particulars of employees rules, 1975) regarding particulars of employees, are not applicable, since none of the employees are in receipt of remuneration in excess of the limit specified herein during the period under review.

AUDITORS:

Members are hereby informed that M/s. VENKATESH & Co, Chartered Accountants, Chennai, Statutory Auditors of the Company, holds office until the conclusion of ensuing Annual General Meeting and are eligible for re-appointment. M/s. VENKATESH & Co, Chartered Accountants, have offered their services to act as Statutory Auditors of the Company and have also confirmed the Board their appointment, if considered would be within the prescribed limit under section 224(1B) of the Companies Act, 1956. The proposal seeking their re-appointment is provided as a part of the Notice of the ensuing Annual General Meeting.

AUDITOR''S REPORT:

Notes to the financial statements, as referred in the Auditors Report, are self-explanatory and therefore do not call for any further explanation.

CONSERVATION OF ENEGRY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EEARNING AND OUTGO:

The provisions of Section 217(1) (e) of the Companies Act, 1956 relating to conservation of energy, technology absorption are not applicable to the Company.

Foreign Exchange Earning : NIL

Foreign Exchange Outgo : NIL

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement, is annexed and forms part of the Annual Report.

CORPORATE GOVERNANCE:

Your Company has always striven to incorporate appropriate standard for good corporate governance. It has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under amended Listing Agreements of the Stock Exchanges with which the company is listed are complied with. A separate report on Corporate on Governance is produced as a part of Annual Report. Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges a report on Corporate Governance along with Auditors Certificate of its Compliance is included as part of the Annual Reports.

LISTING AGREEMENTS REQUIREMENTS:

The securities of the company are listed at Bombay Stock Exchange, Ahmedabad Stock Exchange and Chennai Stock Exchange. Trading in company''s securities started at the BSE in December 2011 revoking the suspension of trading.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their deed 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.

For and on behalf of the Board of Directors

Place: Chennai Sd/-

Date: 12/08/2013 Hitesh C. Kothari

Managing Director

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Mar 31, 2012

TO THE MEMBERS OF THE COMPANY,

The Directors have great pleasure in presenting their 20th Annual Report and the Audited Accounts of the Company for the year ended 31st March, 2012.

FINANCIAL RESULTS:

Rupees in lacs

Particulars Year ended Year ended 31-03-2012 31-03-2011

Gross Profit/(Loss) before Depreciation (20.03) 23.99

Less: Depreciation (00.70) (00.35)

Profit/(Loss) for the year (20.73) 23.64

Profit/(Loss) after tax for the year (20.91) 16.31

Balance Carried forward to Balance Sheet (20.91) 16.31

Earning Per Share in Rs. (00.70) 00.54

DIVIDEND

Your Directors do not recommend any dividend during the financial year 2011-2012 in view of accumulated losses of the company.

DIRECTORS

Mr. HITESH C. KOTHARI and Mr. CHHAGANLAL K. KOTHARI retire by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for reappointment as Directors. Bio-data of the Directors proposed to be re-appointed at the ensuing Annual Ganeral Meeting are attached in the notice calling the meeting.

DEPOSITS

The Company has not accepted any deposits from the public

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 217 (2AA) of the Companies Act, 1956, the Directors confirm that:

1. In the preparation of the annual accounts, the applicable Accounting standards have been followed along with the proper explanation with respect the material departures if any;

2. Appropriate accounting policies have been selected and applied consistently and have 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. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities:

4. The annual accounts have been prepared on a going concern basis:

AUDITORS AND AUDITOR'S REPORT

Members are hereby informed that M/s VENKATESH & Co, Chartered Accountants, Chennai have been appointed as Auditor of the Company to hold office till the conclusion of next Annual General Meeting. M/s. VENKATESH & Co, Chartered Accountants, have offered their services to act as Auditor and have also confirmed the Board their appointment, if considered would be within the prescribed limit under section 224(1B) of the Companies Act, 1956. The Board requests the members to consider their appointment from the conclusion of the ensuing AGM till the conclusion of the subsequent AGM.

STATEMENT UNDER SECTION 217(2A)

Particulars of employees pursuant to section 217(2A) of the Companies Act, 1956 (read with companies particulars of employees rules, 1975) regarding particulars of employees, are not applicable, since none of the employees are in receipt of remuneration in excess of the limit specified herein during the period under review.

CONSERVATION OF ENEGRY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EEARNING AND OUTGO

The provisions of Section 217(1) (e) of the Companies Act, 1956 relating to conservation of energy, technology absorption are not applicable to the Company.

Foreign Exchange Earning : NIL

Foreign Exchange Outgo : NIL

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Clause 49 of the listing agreement, a Management Discussion and Analysis Report is given as additionto this report

CORPORATE GOVERNANCE:

Your Company has always striven to incorporate appropriate standard for good corporate governance. It has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under amended Listing Agreements of the Stock Exchanges with which the company is listed are complied with. A separate report on Corporate on Governance is produced as a part of Annual Report. Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges a report on Corporate Governance along with Auditors Certificate of its Compliance is included as part of the Annual Reports.

LISTING AGREEMENTS REQUIREMENTS:

The securities of the company are listed at Bombay Stock Exchange, Ahmedabad Stock Exchange and Chennai Stock Exchange. Trading in company's securities started at the BSE in December 2011 revoking the suspension of trading.

BUY-BACK OF SHARES:

There was no buy-back of shares during the year under review.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their deed 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.

For and on behalf of the Board of Directors

Place: Chennai Sd/-

Date: 28/08/2012

HITESH C.KOTHARI

MANAGING DIRECTOR