31st ANNUAL REPORT 2018-19 - Bombay Stock Exchange2. To appoint a Director in place of Mrs. Simbal Singh (DIN: 00062333), who retires by rotation in terms of section 152(6) of the

31st ANNUAL REPORT 2018-19

•

ISF I SF LI MITED

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ꞏ================================= ;;;; ISFUMITED

ISF LIMITED CIN:L74899DL1988PLC076648

Regd Office: K-10, Som Vihar, R.K. Puram, New Delhi - 110022 Ph : 011-26109124, Fax : 011-26188970, Email : [email protected]

NOTICE OF 31 st ANNUAL GENERAL MEETING

NOTICE is hereby given that the3 lstAnnual General Meeting of the Members of M/s. ISF Limited will be held on Monday, 30thdayof September, 2019 at 11:30AM at K-10, Som Vihar, R. K.. Puram,New Delhi-110022, to transact the following business (es) :

ORDINARYBUSINESS

l. To consider and adopt the audited annual financial statements of the Company for the financial year ended on

31st March 2019, together with the Auditor's and Director's Reports thereon.

2. To appoint a Director in place of Mrs. Simbal Singh (DIN: 00062333), who retires by rotation in terms of section 152(6) of the Companies Act, 2013 at this Annual General Meeting and being eligible, offers herself for re-appointroent.

By order of the Board of Directors

Place: New Delhi Date: 13th August, 2019

Sd/- Yajya Vashishta

Company Secretary M.No.- A38504

NOTES

1. AMEMBER ENTITLED TO ATTENDAND VOTE IS ENTITLED TO APPOINTAPROXYTO ATTEND AND VOTE, INSTEAD OF HIMSELF/HERSELF AND THE PROXYNEED NOTBEAMEMBER

2. Pursuant to Section 105 of the Companies Act, 2013 and Rule 19 of the Companies (Management and

Administration) Rules, 2014, aperson caoact as Proxy onbehalf of Members not exceeding (50) and holding in aggregate not more than 10% of the Share Capital of the Company. Incase aproxy is to be appointed by a member holding more 1han 10% of the total Share Capital of the Company, then suchproxy shall not act as a proxy for any other member. The instrument appointing a Proxy, in order to be valid and effective, must be deposited atthe Registered Office of the company at K-10, Som Vihar, R. K.Puram, New Delhi - 110022, not later than 48 hours before 1he commencement of the Annual General Meeting (AGM). A proxy form is attached herewi1h.

3. Pursuant to the provisions of Section 91 of the Companies Act, 2013, the register of members and share

traosfer books of 1heCompany will remain closed from 24.09.2019 to 30.09.2018 (both days inclusive).

4. All the relevant documents referred to in the accompanying notice are open for inspection at the registered office of the company during office hours of all working days up to the date of the meeting. Members may note that the Notice of the 3lst AGM and the Annual Report 2018-19 will also be available on the RTA's website: http://www.skylinerta.com for their download.

5. All members are requested to make their correspondence in relation to the shares in physical aod Demat to

our Registrar and Share Transfer Agent i.e. Skyline Financial Services Pvt. Ltd. at its office at Dl53A, lst Floor, Okhla Industrial Area, Phase-], New Delhi-110020 as and when required_ Members holding shares in physical form are requested to dematerialize their shares. Members holding shares in physical mode are requested to intimate change in their address (if any), to Skyline Financial Services Pvt. Ltd., Registrar and Share Transfer Agent of the Company, located at D153A, 1st Floor, Okhla Industrial Area, Phase-1, New Delhi-110020, at the earliest quoting their registered folio number. Members holding shares in Electronic

mode are requested to send the intimation of Change of their address, ifany, in respect of shares held by them to 1he concerned Depository Participant. Any such changes effected by 1he Depository Participants will automatically reflect inthe Company's subsequent records.

6. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account

Number (PAN) by every participant in securities market. Members holding shares in electronic form are therefore requested to submit the PAN to their Depository Participants with whom 1heyare maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to Registrar and ShareTransfer Agents.

7. Pursuant to the amendment of Regulation 40 of SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 (SEBI LODR), transfer of securities held in physical form shall not be processed and any transfer of securities will be possible only in Demat mode. Hence investors are encouraged to demat their physical holding for any further transfer. Further with reference to the Securities and Exchange Board of India circular (Ref. SEBI/HO/MIRSD/DOP l/CIR/P/2018/73 dated April 20, 2018) about their direction in updating the details of PAN and bank account of security holders holding securities in physical form, wish to inform that 1he security holders whose folio(s) have not been updated with PAN and BankAccount details, or where there is any change in the bank account details provided earlier, are required to furnish the details to RTNCompanyfor registration/updation.

8. As per Rule 3 of Companies (Management and Administration) Rules, 2014, Register of Members of the

Company should have additional details pertaining to e-mail, PAN I CIN, UID, Occupation, Status, Nationality. We request all the Members of the Company to update their details with their respective Depository Participants in case of shares held in electronic form and with the Company's RTA in the case of physical holding, immediately.

9. During the period beginning 24 hours before thetime fixed for the commencement of the meeting and ending

wi1h 1he conclusion of the meeting, members would be entitled to inspect the proxies lodged, at any time during the business hours of the Company, provided not less than 3 days' written notice is given to the Company.

LO. Brief details of the directors, who are seeking appointment/re-appointment, are annexed hereto as per

requirements of regulation 36(3) of 1he SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

11. The Boardof Directors hasnot recommended any dividend for the Financial Year 2018 -19.

12. To avoid fraudulent transactions, the identity/signature of the members holding shares in electronic/demat

form isverified with the specimen signatures furnished by NSDUCDSL and that of members holding shares inphysical form isverified as per the records of the RTA of 1he Company.Members are requested to keep the sameupdated.

13. In terms of section 101and 136 of the Companies Act, 2013 read together with the Rules made thereunder,

the listed companies may send the notice of annual general meeting and the annual report, including Financial statements, Board Report, etc. by electronic mode. The Company is accordingly forwarding soft copies of the above referred documents to all those members, who have registered 1heir email ids with their respective depository participants or with the sharetransfer agent of the Company.

14. To receive shareholders' communications through electronic means, including annual reports and notices,

members are requested to kindly register/update their email address with their respective depository participant, where shares are held in electronic form. If, however, shares are held in physical form, members are advised to register their e-mail address with Skyline Financial Services Pvt. Ltd. on http://www.skylinerta.com.

15. With a view to help us serve the members better, members who hold shares in identical names and inthe same

order of names in more than one folio are requested to write to the Company to consolidate their holdings in one folio.

16. Incase ofjoint holders attending the Meeting, only suchjoint holder who ishigher in the order of names will be entitled tovote atthe Meeting.

17. Corporate Members intending to send their authorized representatives to attend the Meeting pursuant to

Section 113 of the Companies Act, 2013 are requested to send to the Company, a certified true copy of the relevant Board Resolution together with their respective specimen signatures authorizing their representative(s) to attend and vote ontheir behalf atthe Meeting.

18. The Company hasbeen maintaining, inter alia, the following statutory registers atitsregistered office at K-10

Som Vthar, R.K. Puram New Delhi-110022, which are open for inspection in terms of the applicable provisions of Companies Act, 2013 by members and others as specified below:

i. Register of contracts or arrangements in which directors are interested under section 189 of the Companies

Act, 2013, on all working days during business hours. The said Register shall also be produced at the commencement of theAnnual General Meeting of the Company and shall remain open and accessible during thecontinuance of themeeting to any person having the right to attendthe meeting.

ii. Register of Directors and Key Managerial Personnel and their shareholding under section 170 of the Companies Act, 2013, on all working days during business hours. The said Register shall be kept open for inspection at the annual general meeting of the Company and shall be made accessible to any person attending the meeting.

19. Pursuant to section 72 of the Companies Act, 2013, members holding shares inphysical form are advised to

file nomination in the prescribed Form SH-13 with the Company's share transfer agent. In respect of shares held inelectronic/demat form,the members may please contact their respective depository participant.

20. Members/Proxies are requested to bring the copies of annual reports and attendance slips to the meeting, if

the same are received in physical form.

21. Members are requested to bring their attendance slips duly completed and signed mentioning therein details oftheir DPID and Client ID/ Folio No.

22. Please note that for security reasons, no article/baggage will be allowed atthe venue ofthe meeting.

23. Voting through electronic means:

a) In accordance with the provision of section 108 of the Companies Act, 2013 read with Companies

(Management &Administration) Rules, 2014 as amended (hereinafter called 'the Rules' for the purpose of this section of the Notice) and regulation44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the shareholders may exercise their option to participate through electronic voting system andthe company isproviding the facility forvoting by electronic means (e-voting) to allitsmembers. The company has engaged the services of National Securities Depository Limited to provide e-voting facilities and enabling the members to cast their vote in a secured manner. Itmay be noted that this e-voting facility is optional. This facility will be available at the link www.evoting.nsdl.com during the following voting period:

Commencement of e-voting End of e-voting

From (JO AM) on 27.09.2019 Up to (5 PM) on 29.09.2019

E-voting shall not be allowed beyond 5 PM, on 29.09.2019. During the E-voting period, the shareholders of the company, holding shares either in physical form or dematerialized form, as on the closing of business hours of the cut-off date, may cast their vote electronically. The cut-cff date for eligibility for e-voting is 23.09.2019.

b) The company has engaged the services of National Securities Depository Limited as theAuthorized Agency

to provide e-voting facilities.DETAILED INSTRUCTIONS FOR E-VOTINGARE GIVEN BELOW:

INSTRUCTIONS FORE-VOTING

i. The Notice of the 3lstAnnual General Meeting (AGM) of the Company inter-alia indicating the process and manner ofE-Voting isbeing sentto all the Members.

11. NSDL shall be sending the User ID and Password to those Members whose shareholding is in the

dematerialized format and whose e-Mail addresses are registered with the Company/Depository Participants. For Members who have not registered their e-Mail address, can use the details as provided in tbis document.

iii. Open email and open PDF file "www.skylinerta.com" with your Client ID or Folio No. as password. The said

PDF file contains your user ID and password/PIN for e-voting. Please note that the password is an initial password.

iv. Launch internetbrowser by typing the following URL:https://www.evoting.nsdl.com.

v. Click on Shareholder- Login

vi. Put User ID and Password as provided in this document and click Login. Ifyou are already registered with

NSDL for e-Voting then you can use your existing User IDand Password for the Login.

vii. Ifyou are logging in for the first time, the Password change menu will appears. Change the password/PIN with new password of your choice with minimum 8 digits/ characters or combination thereof. Note new password. Itis strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

Vlll. Oncethe home page of e-voting opens. Click one-voting: Active Voting Cycles.

ix. Select "EVEN (Electronic Voting Event Number)" ofISFLimited.

x. Onceyou enter the Cast Vote page will open. Now you are ready for e-voting.

xi. Cast your Vote by selecting appropriate option and click on "Submit" and also "Confirm" when prompted.

xu. Upon confirmation, the message "Vote cast successfully" will be displayed.

xiii. Onceyou have voted onthe resolution, you will notbe allowed to modify your vote.

xiv. Institutional shareholders (i.e. other than individuals, IIlJF, NRI etc.) are also required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution I Authority Letter etc. together with the attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer through e-mail at nilesh@kksinghassociates. com with a copy marked to [email protected]. Itis strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Kmdly note that login to e-Voting website will be disabled upon five unsuccessful attempts to key-in the correct password. In such an event, you will need to go through "Forget Password" option available onthe site to reset the same.

VOTING FACILITY ATANNUAL GENERAL MEETING:

i. In addition to the remote e-voting facility as described above, the Company shall make a voting facility

available at the venue of the annual general meeting, through Poll and members attending the meeting, who have not already cast their votes byremote e-voting, shallbe able to exercise their right atthe meeting.

ii. Members who have cast their votes by remote e-voting prior to the meeting may attend the meeting, but shall

not be entitledto cast their vote again.

GENERALINSTRUCTIONS:

I. Incase of any queries, you may refer the Frequently Asked Question (FAQs) for Shareholders and e-voting user manual for Shareholders available to the Downloads section of https://www.evoting.nsdl.com.

ii. You canalso update your mobile number and e-mail id inthe profile details of the foliowhich may be used for

sending future communication(s ).

iii. The e-voting period commences on 27th September 201910.00AM and ends on 29th September 2019 05:00 PM IST. During this period Shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) i.e. 23rd September, 2019 may cast their vote electronically. The e-voting module shall be disabled by NSDL for voting at 05.00 PM (IST) on 29th September, 2019. Once the vote on a resolution is cast by the shareholder, the shareholder shall not be allowed to change it subsequently.

iv. The voting rights of shareholders shallbe inproportion to their shares of the paid up equity share capital ofthe

Company asonthe cut-off date (record date) i.e. 23rd September, 2019.

v. Sincethe Company is required toprovide members facility to exercise their right tovote by electronic means, shareholders of the Company, holding either in physical form or in dematerialized form, as on the cut-off date i.e. 23rd September, 2019. The members who are not casting their vote electronically, may cast their vote atthe 31stAnnual General Meeting.

vi. Mr. Nilesh Bhardwaj, Practicing Company Secretary (Membership No. ACS 51178; C.P No. 18820) has

been appointed asthe Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.

vii. The Scrutinizer shall immediately after the conclusion voting at the AGM, first count the voting cast at the meeting, thereafter unblock the votes cast through remote e-voting in the presence of at least two (2) witnesses not inthe employment of the Company and make a Consolidated Scrutinizer's Report of the votes cast in favour or against, if any, and to submit the same to the Chairman of the AGM not later than three working days from the conclusion of theAGM.

viii. The Results shall be declared forthwith after the submission of Consolidated Scrutinizer's Report either by

Chairman of the Company orby anyperson authorized by him inwriting and the resolutions shallbe deemed to be passed on the AGM date subject toreceipt of the requisite number of votes in favour of the Resolutions.

ix. The Results declared along with the Scrutinizer's Report(s) will be available on the website of the Company

www.skylinerta.com and on the website of NSDL immediately after the declaration of the results by the Chairman.

c) The login ID and password for e-voting are being sent to the members, who have not registered their e-mail

IDs with the company, along with physical copy of the notice. Those members who have registered their e- mail IDs with the company/their respective Depository Participants are being forwarded the login ID and password fore-voting by e-mail.

d) "Voting by electronic means" or"electronicvoting system" means a 'secured system'based process ofdisplay

of electronic ballots, recording of votes of the members and the number of votes polled in favour or against, such that the entire voting exercise by way of electronic means gets registered and counted in an electronic registry in the centralized server with adequate 'cyber security'. It also helps the shareholders to cast their vote from anywhere and atanytime during E-voting period.

ISFUMITED

Details of the Director seeking appointment/ re-appointment at the forthcoming AGM of the Company (In pursuant to Regulation36 of SEBI (LODR) Regulations 2015)

Detailed Resume of Mr. Slmbal Singb

Name of Director Simbal Sin2h Date of Birth 09/09/1949 Date of Annolntment 16/03/2014 Oualilication Diploma in Interior Decoration Expertise In specific functional area

She was Whole Time Director ofISF Limited for many years earlier and is familiar with its Business. She was running an Art Gallery and is a well known figure in the Art World. Her Business contacts will be very useful to further develop our Business.

DIN 00062333 List of Diredorships held in other comoanies

1. ISF Services Private Limited 2. Sarwa Man2al A2ri Private Limited

Membership of Committees or the Board of other company

NIL

Relationshiu between Diredors Wife of Mr. Amari it Sin2h Shareholdin2 in ISF Ltd. 1,54,59,622 Shares of Re. 1/- each.

By order of the Board of Directors

Place: New Delhi Date: 13th August, 2019

Sd/- Yajya Vashlshta

Company Secretary M.No.- A38504

!

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1

ISF LIMITED

DIRECTORS'REPORT

To, The Members

We are pleased to present 31st Annual Report together with the Audited Annual financial statements of the Company forthe Financial Year ended on March 31, 2019.

1. Financial summary or highlights/Performance of the Company

The Board's Report is prepared based on the standalone financial statements of the Company.

Particulars 2018-2019 (Rs. in Lacs)

2017-2018 ms. in Lacs)

Gross Income 148.15 122.39 Profit Before Interest and Depreciation 25.30 37.73 Finance Charires 21.48 33.66 Gross Profit 3.82 4.07 Depreciation 0 0.38 Net Profit Before Tax 3.82 3.69 Provision for Tax 0.99 1.32 Net Profit After Tax 2.83 2.37 Balance of Profit brouE!ht forward 206.34 204.44 Balance available for riation 0 0 Proposed Dividend on Ecrnitv Shares 0 0 Tax on proposed Dividend 0 N.A Transfer to General Reserve 0 Surolus carried to Balance Sheet 208.60 206.34

2. State of Company' s affairs

During the period under review, your company has earned atotal profit of Rs. 2,83,456/-. Your management is working towards growth and development of the Company and we are striving to achieve the milestones and planned target inthe next couple ofyears.

3. Change Inthe natnre of business

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

4. Diyidend

Keeping in view that the Company has not incurred sufficient profit during the financial year 2018-19. the Board of Directors of your Company do not recommend any dividend for the Financial year ended on 31st March, 2019.

S. Finance and Capital Structure

During the year under review, there is no change in the capital structure of the Company. The present authorized and Paid Up Share Capital of tbe Company is Rs. 9,50,00,000/-.

6. Reserves

During the year under review, your Company has transferred Rs. 57,000/- to statutory reserves u/s 45IC pursuant to requirement of RBI guidelines.

2

6. Directors and Key Managerial Personnel

During the year under review, Mr. Lt. Gen. Kuldeep Taneja had retired from the Directorship of the Company under Section 152(6) of the Companies Act, 2013 atAnnual General Meeting, held on 28/09/2018.

Further, Mrs. Simbal Singh, holding DIN: 00062333, is retiring Director at the upcoming Annual General Meeting of the Company and being eligible, offered herself for re-appointment as Director at the ensuing Annual General Meeting of the Company.

Brief resume, pursuant to Regulation 36 of SEBI (LODR) Regulations 2015 of the Directors proposed to be appointed/ reappointed at the ensuing Annual General Meeting, nature of her expertise in specific functional areas and name of the Listed Companies in which he/she holds directorship is included in the notes to the Notice conveuing the Annual General Meeting.

The list ofpresent Directors and KPMs areasunder:-

Name Desi!mation Date of Annointment Amariit Singh Manalrine: Director 29.09.2017 Simbal Simm Director 16.03.2014 Harish Chandra Gandhi Director 22.08.1995 Ved Prakash Ahuja Director 11.11.2009 Gurdial Singh Bakshi Chief Financial Officer 12.11.2015 YajyaVashistha Company Secretary 14.07.2015

8. Number of Meetings of the Board

During the Year of report, the details of the Board Meeting held and convened are given in Corporate Governance Report which forms the part of this report.

9. Particulars of Remuneration of Employees

Pursuant to the Section 197(12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the ratio of the remuneration of each director to the median employee's remuneration and suchother details aredisclosed asAnnexure-I.

Inaccordance with the provisions of Section 136 of the Act, the Directors' Report and accounts for thefinancial year ended 31st March, 2019 are being sent to the members and others entitled thereto, excluding the information onemployees particulars which is available for inspection by the members at the Registered office of the Company during business hours on allworking days up to the date of ensuing Annual General Meeting.

10. BoardEvaluation

The manner in which the pedormance evaluation was carried out is explained inthe Corporate Governance Report.

11. Declarationby an lndependent Director(s) andre-appointment

Declaration by Independent Director(s) that they meet the criteria of independence asprovided in sub-section (6) of Section 149 of the Companies Act, 2013 has been received by Mr. Harish Chandra Gandhi and Mr. Ved Prakash Ahuja.

12. RemunerationPolicy

The Board has on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and fixing up their remuneration. Thebrief of the Remuneration Policy is given inthe Corporate Governance Report

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ISF LIMITED

13. Details of Subsidiary/ .Joint Ventures IAssociate Companies

There are no subsidiaries/Joint Ventures/Associate Companies of the Company during the financial year under review.

14. Statutory Anditor &Auditors Report

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules made thereunder, the current auditors of the Company, Mis. VSSA & Associates, Chartered Accountants (Firm Registration number: 012421N) having Regd. Office atA-1/255, SafdarjungEnclave, New Delhi, 110029 was appointed by the members atthe 29th Annual General Meeting to hold officeuntil the conclusion of the 34thAnnual General Meeting, subject toratification by members ateach Annual General Meeting.

The requirement relating to ratification of Auditors by the members of the Company at every AGM has been dispensed with by the Companies AmendmentAct,201 7 vide Notification No. S.O. 1833(E) dated May 07th, 2018. Pursuant tothe said amendment, during thefive-year term of appointment/ re-appointment of Statutory Auditors, ratification of the appointment I re-appointment by the members at the Annual General Meeting is not required.

Accordingly business item of ratification of appointment of Statutory Auditors is not included in the Notice calling 31st Annual General Meeting of the Company.

The Auditor's Report does not contain any qualification and the same are self-explanatory and therefore do not callfor any further comment thereon.

15. Secretarial Auditors

In terms of Section 204 of the Act, 2013 and Rules made there under, Mis. K. K. Singh & Associates, Practicing Company Secretary bad been appointed as Secretarial Auditor of the Company for the financial year ended on March 31, 2019, toundertake the SecretarialAudit of the Company.

The Secretarial Audit Report for the financial year ended on March 31, 2019 is enclosed as Annexure IIto this Report.

Explanation and comments of Boardon observation is Secretarial Audit Report are asunder:-

a. Updationof thi! website of thi! Company is underprocess interms of SEBI (WDR)Regu!,alions, 2015.

As per the Regulation 15 of the SEBI (LODR) Regulation 2015 company has been exempted with major provisions of Regulation 46 and very few information is to be disseminated on the website accordingly we are updating our website as per the applicable provision of SEBI(LODR) Regulations 2015.

16. lntemalA11dit & Controls

The Board of Directors of your Company is satisfied with the Internal Finance Control process. Internal control environment of the Company is reliable with well documented framework to mitigate risks. The Company engaged Mis. Sapra Sharma & Associates LLP as its Internal Auditor. During the year, the Company implemented their suggestions and recommendations to improve thecontrol environment.

17. Audit Committee

The Board has constituted the Audit Committee. The composition, powers, role and terms of reference of the Committee are in accordance with the reqillrements mandated under Section 177 of the Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations, 2015. The details of the Audit Committee along with Meetings held during the year are covered in the Corporate Governance Report which forms part of this Report.

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ISF LIMITED

18. Yigil Meclumism/Wbistle Blower Policy

Thedetails of the Whistle Blower Policy, is covered inthe Corporate Governance Report which form part of this Report.

19. Risk management policy

The Board is in opinion that there are no threatening circumstances which may threaten the existence of the Company.

20. Extract ofAnnualRetum

As provided under Section 92(3) of the Act, the extract of annual return is given inAnnexure illand also available on the website of the Company i.e. www.isflimited.in in the prescribed Form MGT-9, which forms part of this report.

21. Material changes and commitments. if any.affecting the financial position of the Company which have

occurred between 1he end of the financial year of 1he Company to which the financial statements relate and the date of the Report

There have been no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year and the dateof this Report.

22. Details of significant and material orders passed by the regulators or courts or tribunals

There is no material or significant orders passed by the Regulators/Courts that would impact the going- concem status of the Company and its futureoperations.

23. Deoosits

There areno deposits covered under Chapter V of the Companies Act, 2013 inthe Company.

24. Particulars ofloons guarantees or investments under section 186

Details of Loans, Investment, Guarantee I Security provided are disclosed in the Balance sheet presented in theAnnual Report.

25. Particulars of contracts or arrangements with related parties

During the Financial year 2018-19, there were no contracts or arrangements with related parties covered under section 188of Companies Act, 2013. Related Party Disclosure under Accounting Standard (AS) -18is disclosed by Auditors in his Notes.

26. CornorateGovemance Reoort

Your company has complied with the mandatory provisions of SEBI (LODR) Regulations, 2015, relating to Corporate Governance with the Stock Exchanges. A comprehensive report on Corporate Governance forming part of the Directors' Report and the Certificate from the Practicing Company Secretary confirming the compliance of conditions on corporate governance is included in the Annual Report and marked as Annexure- IV.

27. Management Discussion And Analysis

The Management Discussion and Analysis forms part of this Annual Report for the year ended 31st Maroh., 2019 as Annexure -V.

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ISF LIMITED

28. Conservation of energy.technology absorption andforeign exchange earnings andoutgo

The conservation of energy, technology absorption, foreign exchange earnings and outgo are not applicable on the Company.

29. Cor:porateSocial Responsibility CCSR)

Theprovisions regarding corporate social responsibility asper section 135(1) of the Companies Act, 2013, is not applicable onthe Company.

30. Directors' Responsibility Statement As required under clause (c) of sub-section (3) of section 134 of the Companies Act, 2013, directors, to the best of their knowledge and belief, statethat:

a) Inpreparation 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 arereasonable and prudent so as to give atrue and fair view of the state of affairs of the Company atthe end of thefinancial year and of the profit and loss of the Company forthat period;

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The directors had prepared the annual accounts ona going concern basis; and e) The directors had laid down internal financial controls to be followed by the Company and that such

internal financial controls are adequate and were operating effectively. f) The directors had devised proper systems to ensure compliance with theprovisions of allapplicable laws

including secretarial standards and that such systems were adequate and operating effectively.

31. Transfer of Amounts tolnvestor Education and Protection Fund

The Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required tobe transferred to Investor Education and Protection Fund (IEPF).

32. Listing with Stock Exchanges

The Company confirmed that it has paid the Aunual Listing Fees for the year 2018-2019 to BSE and other recognized Stock Exchanges, where the Company's Shares are listed.

33. The Sexual Harassment of Women At Workplace (Prevention, Prohibition And Redressal)Act,20 13

The Company has adopted a policy for prevention of Sexual Harassment of Women at workplace & has formed a Committee for implementation of said policy.No complaint of harassment was received during the year.

34. Acknowledgements

Your Directors wish to place on record their appreciation for the continued support and cooperation of the shareholders, bankers, various regulatory and government authorities and employees of the Company. Your support as shareholders is greatly valued. Your directors thank you and look forward to your continuance support.

Sd/- Ama.rjit Singh DIN: 00062294 Managing Director Address: F-13,Pushpanjali Farms Link Road, Bijwasan, South West Delhi

Sd/- Simbal Singh DIN: 00062333 Director Address: F-13, Pushpanjali Farms Link Road, Bijwasan, South West Delhi

6

ANNEXURE INDEX

Annexure Content

I Particulars of top 10 employees

11 MR-3 Secretarial Audit Report

Iil Annual Return Extracts inMGT 9

IV Corporate Governance Certificate

v Management Discussion and Analysis

ISFUMITED

ANNEXURE I

Particulars oftop 10employees

S. No. Name of Employees Salary Rs.

1 AMARJIT SINGH 100000

2 GURDIAL SINGH BAKSHI 20570

3 YAJYA VASHITHA 9000

4 SANTOSH GUPTA 18150

5 RAJENDER KUMAR RAJORIA 17604

6 YASHPAL SINGH NAYAL 14000

7

8

================================================================ISF UMITED Annexure ll

Form No. MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31st MARCH, 2019

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment

and Remuneration of Managerial Personnel) Rules, 2014] To, The Members, ISFLimited

We have conducted the Secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by ISF Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that provides us a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing our opinion thereon.

Based on our verification of the ISF Limited's books, papers, minute books, forms, returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31st March, 2019, complied with the statutory provisions listed hereunder and also that the Company has proper board-processes and compliance-mechanism in place to the extent, inthe manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms, returns filed and other records maintained by ISF Limited for the financial year ended on 3lstMarch,2019, according to theprovisions of:

I. The Companies Act, 2013 (theAct) and the rules made thereunder; II. The Securities Contract(Regulation )Act, 1956 (SCRA) andrules made thereunder;

ill. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under; (Limited to the clause

SSA of SEBI (Depositories and Participants) Regulations, 1996,and as amended to clause 76 of SEBI (Depositories and Participants) Regulations, 2018);

IY. Foreign Exchange Management Act, 1999 and the rules andregulations made thereunder;

V. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act,

1992('SEBIAct'):-

a) The Securities and Exchange Board oflndia(SubstantialAcquisition of Shares &Takeovers) Regulations,2011;

b) The Securities and Exchange Board oflndia (Prohibition of lnsiderTrading) Regulations, 1992;

c) The SEBI (listing Obligations andDisclosure Requirements) Regulations 2015;

(N.A. during theperiod under thereview)

d) The Securities and Exchange Board oflndia (Issue of Capital and Disclosure Requirements) Regulations, 2009; (N.A.during theperiod under thereview)

e) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. (N.A. during tbe

period under the review)

f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; (N.A. during the period under thereview).

9

ISFUMITED

g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and (N.A. during theperiod under thereview).

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (N.A. during theperiod under the review).

VI. Being a Non-Banking Finance Company, we have seen the compliance under other specifically applicable Acts, Laws and Regulations tothe Company, namely asfollows:

a) Non-Banking Financial Company - Non-Systemically Important Non-Deposit taking Company

(Reserve Bank} Directions, 2016. b) Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998. c) Respective Labour Laws to theextent applicable.

Wehave also examined compliance with the applicable clauses of the following:

I. Secretarial Standards issued by The Institute of Company Secretaries of lndia. II. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015.

During the year under review and as per the explanations and representations made by the management and subject to clarifications given to us, the Company has satisfactorily complied with the provisions of the Act, Rules, Regulations, Guidelines, etc. mentioned above subject to the following observations:

i. The updation of the website of the Company is in underprocess and the required information isyet to be posted.

We further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors including one Woman Director. The changes in the composition of the Board of Directors that took place during the period under review were carried out incompliance with the provisions of theAct.

Adequate notice is given to all directors to schedule the Board Meetings thereof, along with agenda and detailed notes on agenda at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and formeaningful participation atthe meeting by the directors. Thedecisions were carried unanimously.

We further report that there are adequate systems and processes in the Company commensurate with !he size and operations of the Company to monitor and ensurecompliance with applicable laws, rules, regulations and guidelines.

We further report that during the year under report, the Company has not been exposed to any of the following instances.

I. Public/Right/ debentures/sweat equity shares etc. II. Redemption I buy-back of securities ill. Major decisions taken by the members inpursuance to section 180of the Companies Act, 2013. IY. Merger I amalgamation I reconstruction, etc. V. Foreign technical collaborations

For K. K. Singh & Associates Company Secretaries

Date: 13.08.2019 Place: Gurugram

Sd/- CS Ritu Garg

Associate Partner FCS No. :74'i4, CP No. 20928

*This report is to be read wi!hour letter of even date which is annexed as' AnnexureA' and it form an integral part of this report.

ꞏ=================================== - ISFUMITED

'ANNEXURE A'

To, Tue Members, Mis ISF Limited.

Our report of even elate is to be read along with this letter:

1. Maintenance of secretarial record is the responsibility of themanagement of the company. Our responsibility

istoexpress an opinion onthese secretarial records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done ontest basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide areasonable basis forour opinion.

3. We bave not verified the correctness and appropriateness of financial records and Books of Accounts of the

company. We bave relied upon the Report of Statutory Auditors regarding compliance of Companies Act, 2013 and Rules made thereunder relating to maintenance of Books of Accounts, papers and financial statements of the relevant Financial Year, which give a true and fair view of the state of the affairs of the Company.

4. We have relied upon the Report of Statutory Auditors regarding compliance of Fiscal Laws including Service

Tax and not gone into thal

5. Wherever required, we have relied on the Management representation and obtained the same about the compliance oflaws, rules and regulations and happening of events etc.

6. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the

responsibility of management. Our examination was limited tothe verification of procedures ontest basis.

7. The SecretarialAudit report is neither an assurance asto the future viability of thecompany nor of the efficacy or effectiveness with which the management bas conducted the affairs of the company.

For K. K. Singh & Associates

Company Secretaries

Date: 13.08.2019 Place: Gomgram

Sd/- CS Ritu Garg

Associate Partner FCS No. :7464, CP No. 20928

10

11

================================================================ ISF UMITED Annexure - III

FORM NO. MGT 9

EXTRACT OFANNUAL RETURN

As on financial year ended on 31.03.2019

Pursnant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administradon) Rnles, 2014

L REGISTRATION & OTHER DETAILS:

L CIN L74899DL1988PLC076648

2. Registration Date 10/08/1988 3. Name of the Company ISF Limited

4. Category/Sub-<:ategory of the Company

Indian Non-Government Company

5 Address of the Registered office & contact details

K-10, SomV!har, RK Puram, New Delhi-110022.

6. Whether listed company

Yes

7. Name, Address &

contact details of the Registrar & Transfer Agent, ifany.

Skyline Financial Services Pvt. Ltd. Off: D-153A, l"Floor, Okhla industrial Area. Ph.-1, New Delhi - 110020. Ph. +91 11-64732681-88

IL PRINCIPAL BUSINESSACTIVITIES OF THE COMPANY (All the business activities contributing 10% or more of the total turnover of the company shall be stated)

S. No. Name and Description of main products I services

NIC Code of the ProducVservice

% to total turnover of the company

l

2. Loans & Advances 6499 97.87% Hire Purchase of Vehicles 7730 2.13%

11L PARTICULARS OF HOLDING, SUBSIDIARYAND ASSOCIATE COMPANY:N/A

s N

Name and Address of the Company

CIN/GLN Holding/Subsidiary /Associate

% of Shares held

Applicabl e Section

1 . - - - -

12

ISF LIMITED

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) I) Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year 31-03-2018

No. of Shares held at the end of1he year 31-03-2019

% Change during 1heyear Denral Physical Total % of

Total Shares

Demat Physical Total % of Total

Shares

A. Promoters

(1) Indian

a) Individual/ HUF 27229005 20,000 27249005 28.68 27249005 - 27249005 28.68 ꞏ-

b) Cen1rnl Govt. - .. - .. .. .. ꞏ- .. ꞏ-cl State Govt.fs) - .. - .. .. .. ꞏ- .. ꞏ-

cl) Bodies Corp. 11265410 .. 11265410 ll.86 11265410 .. 11265410 11.86 ꞏ-

e) Banks / Fl - -- - -- -- -- -- -- --

f) A:ny other(Foreign & Non Resident) 3690000 -- 3690000 3.88 3690000 -- 3690000 3.88 --

Total shareholding of Promoter (A)

42184415

20,000

42204415

44A3

42204415

-

42204415

44A3

--

B. Pnbli< Shareholdin•

- .. - .. .. .. .. .. ..

1. Institutions - .. - .. .. .. .. .. ..

a) Mutual Funds - -- - -- -- -- -- -- --

b) Banks / f1 - .. - .. .. .. .. .. ..

c) Cen1rnl Govt - -- - -- -- -- -- -- --

dl State Govt(s) - -- - -- -- -- -- -- --

e) Venture Capital Funds

- .. - .. .. .. .. .. ..

f) lnsunmce Companies - .. - .. .. .. ꞏ- .. ꞏ-olFIIs - .. - .. .. .. ꞏ- .. ꞏ-

h) Foreign Venture Canital Funds

- .. - .. .. .. ꞏ- .. ꞏ-

i) Others . .. .. .. .. .. ꞏ- .. ꞏ-

Sob-total rBlfll: - .. - .. .. .. ꞏ- .. ꞏ-

2. Non-Institutions - .. - .. .. .. ꞏ- .. ꞏ-

a) Bodies Corn. 24965056 587000 25552056 26.90 21023740 587000 21610740 22.75 -4.15

i) Indian - -- - -- -- -- -- --

ii) Overseas - -- - -- -- -- -- --

b) Individuals - .. - .. .. .. ꞏ- .. i) Individual shareholders holding nominal share capital up to Rs. 2 la.kb

12920105

5545900

18466005

19.44

12976123

5482900

18459023

19.43

-0.01

ii) Individual shareholders holding nominal share capital in excess of Rs 2 lakh

3233000

..

3233000

3.4

10573000

..

10573000

11.13

+7.73

TED

c) Others (specify)

Non Resident Indians 10250 -- 10250 0.01 10250 -- 10250 O.DI --Overseas Corporate Bodies -- --

- -- --

-

-

-- --

Hindu Undivided Family 5534274 -- 5534274 5.83 2132572

-- 2132572 2.24 -3.59

Clearing Members -- -- - -- - -- -- - -- Trusts -- -- - -- - -- -- - --Foreign Bodies - D R -- -- - -- - -- -- - --

Sub-total (B)(2):- 46662685 6132900 52795585 55.57 46725685 6069900 52795585 55.57 --Total Public Shareholding (R\ -"'"!}+ (R\12)

46662685

6132900

52795585

55.57

46725685

6069900

52795585

55.57

--

C. Shares held by Custodian for GDRs & ADRs

--

--

- --

-

-- --

-

--

Grand Total (A+R+<"I

88847100 6152900 95000000 100 88930100 6069900 95000000 100 --

II) Shareholding of Promoter-

s N

Shareholder's Name

Shareholding at the begimring of the year 31-03-2018

Shareholding at the end of the year 31-03-2019

% change io shareh olding during the year

No. of Shares

% of total Shares of

the company

% of Shares Pledged / encumber ed to total shares

No. of Shares

% of total Shares of

the company

% of Shares Pledged / encumbe red to total shares

1 SIMBAL SINGH

15459622 16.27 15459622 16.27

2 UDAYJIT SINGH

8789383 9.25 8789383 9.25

3 PRIYA SINGH

3000000

3.16

3000000

3.16

4 SIMKA SCHOOLS PRIVATE LIMITED

11265410

11.86

11265410

11.86

5 NEELAM TANEJA

3690000 3.88 3690000 3.88

Total 42204415 44.43 42204415 44.43

13

14

ISF LIMITED

III) Change in Promoters' Shareholding (No Change)

SN Particulars Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares

% of total shares of the company

No. of shares


At the beginning of the year 42204415 44.43 42204415 44.43 Date wise Increase I Decrease in

Promoters Shareholding during the year specifying the reasons for increase I decrease (e.g. allotment /transfer / bonus/ sweat equity etc.):

-- -- -- --

At the end of the year 42204415 44.43 42204415 44.43

IV) Shareholding Pattern of top ten Shareholders: (Other than Directors, Promoters and Holders of GDRs and ADRs):

1 AGGREGATE FINANCE AND INVESTMENT PRIVATE LIMITED

Shareholding at the beginning of the year

Cumulative Shareholding during the Year

No. of shares


No. of shares


At the beginning of the year 1990900 2.10 1990900 2.10

Date wise Increase I Decrease intop 10 Shareholders(Other than Directors, Promoters and Holders of GDRs and ADRs) during the year:

-- - -- --


2 JANTA TRAVELS PVT LTD Shareholding at the beginning of the year


No. of shares


No. of shares


At the beginning of the year 7340000 7.73 7340000 7.73 Date wise Increase I Decrease intop

10 Shareholders(Other than Directors, Promoters and Holders of GDRs and ADRs) during the year:

-- - -- --


15

ISF LIMITED

3 YOGESH AGARWAL Shareholding at the beginning of the year


No. of shares


No. of shares


At the beginning of tbe year 3267500 3.44 3267500 3.44 Sale of shares on 29-03-2019 (1658000) - - - At the end of the year 1609500 1.69 1609500 1.69

4 JASSUM INVESTMENTS PRIVATE LIMITED

Shareholding at the beginning of the year


No. of shares


No. of shares


At the beginning of the year 1000000 10.53 10000000 10.53 Date wise Increase I Decrease intop


-- -- -- --


5 KAMLESH KUMAR GUPTA Shareholding at the beginning of the year


No. of shares


No. of shares


At the beginning of tbe year 1744600 1.84 1744600 1.84 Sale of shares on 29-03-2019 (1742000) - - -

At the end of the year 2600 0 2600 0

6 LALITAJAIN Shareholding at the beginning of the year


No. of shares


No. of shares


At the beginning of tbe year 428000 0.45 428000 0.45 Date wise Increase I Decrease intop


-- -- - --

At tbe end of tbe year 428000 0.45 428000 0.45

16

ISF LIMITED

7 PANKAJ AGARWAL Shareholding at the beginning

of the year

Cumulative

Shareholding during

the Year

No. of shares


No. of shares


At the beginning of the year 1500000 1.58 1500000 1.58

Date wise Increase I Decrease intop 10 Shareholders(Otber than Directors, Promoters and Holders of

GDRs and ADRs) during the year:

-- -- -- --


8 RAJBIR SINGH Shareholding at the beginning

of the year

Cumulative

Shareholding during

the Year

No. of shares


No. of shares


At the beginning of tbe year 750000 0.79 750000 0.79

Date wise Increase I Decrease intop

10 Shareholders(Otber than Directors, Promoters and Holders of GDRs and ADRs) during the year:

-- -- -- --


9 CHARU CHHABRA Shareholding at the beginning of the year


No. of

shares

% of total

shares of

the company

No. of

shares

% of total

shares of

the company

At the beginning of the year 0 0 0 0

Sale of shares on 29-03-2019 4200000 4.42 4200000 4.42


10 KAMAL KANT DANG Shareholding at the beginning of the year


No. of

shares

% of total

shares of

the company

No. of

shares

% of total

shares of

the company

At the beginning of tbe year 0 0 0 0

Sale of shares on 29-03-2019 3140000 3.31 3140000 3.31

At tbe end of the year 3140000 3.31 3140000 3.31

17

ISF LMTED

V) Shareholding of Directors and Key Managerial Personnel:

Name of the Shareholder Director Ms. SIMBAL SINGH SN Shareholding of each Directors and

each Key Managerial Personnel Shareholding at the

beginning of the year

Cumulative Shareholding

during the Year

No. of shares


No. of shares


At the beginning of the year 15459622 16.27 15459622 16.27 Date wise Increase I Decrease in

Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment I transfer I bonus/ sweat equity etc.):

-

--

--

--


V) INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued but not due for payment.

Secured Loans excluding deposits

Unsecured Loans

Deposits

Total Indebtedness

Indebtedness at the beginning of the financial year

As per AuditedBalance Sheet of the Company enclosed

i) Principal Amount -- -- -- -- H) Interest due but not paid -- -- -- -- ili") Interest accrued but not due -- -- -- --

Total (i+ii+iii)

.. .. .. ..

Change in Indebtedness during the financial year

-- -- -- --

*Addition .. .. .. ..

* Reduction .. .. .. ..

Net Change .. .. .. ..

Indebtedness at the end of the financial year

i) Principal Amount -- -- -- -- H) Interest due but not paid .. .. .. ..

ili") Interest accrued but not due .. .. .. ..

Total (i+ii+iii) .. .. .. ..

ISFUMITED

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

SN. Particulars of Remuneration Name of MD/WTD/ Manager Total Amount

Mr. Amarjit Singh

1 Gross salary 13,00,000 13,00,000/-(a) Salary as per provisions contained Insection 17(1) of the Income-tax Act, 1961

-- --

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

-- -- --

(c) Profits in lieu of salary under section 17(3) Ineome- tax Act, 1961

-- -- --

2 Stock Option -- -- --

3 Sweat Equity -- -- --

4 Commission - as % of profit - others, specify•.•

-- -- --

5 Others-BONUS -- -- Total (A) 13,00,000 13,00,000/- Ceilin2 as oer the Act -- -- --

B. REMUNERATIONTOKEYMANAGERIALPERSONNELOTHER THANMD!MANAGERIWID

SN Particulars of Remuneration Key Managerial Personnel

CEO csYajya Vashishta

CFO

Gurdial Singh Bakshi

Total

1 Gross salary -- 1,17,000 2,67,410 3,84,410

(a) Salary as per provisions contained in section 17(1) ofthe Income-tax Act, 1961

-- -- -- --

(b) Value of perquisites u/s 17(2) Ineome-tax Act, 1961

-- -- -- --

(c) Profits inlieu of salary under section 17(3}Ineome-tax Act, 1961

-- -- -- --

2 Stock Option -- -- -- --3 Sweat Equity -- -- -- --4 Commission -- -- -- --

- as % of profit -- -- -- -- others, specify••• -- -- -- --

5 Others, BONUS -- -- -- -- Total -- 1,17,000 2,67,410 3,84,410

18

C. REMVNERATIONTOOTBERDIRECTOR

SN. Particulars of Remuneration Name of Directors Total Amount

1 Independent Directon VedAhuja BarishChand Gandhi

Fee for attending board committeemeetings

16000 16000 -- 32000

Commission -- --

Others, please specify -- -- - Total (1) 16000 16000 -- 320002 Other Non-Executive Directors Slmbal

Singh--

Fee for attendingboard committeemeetinJZS

12000 -- -- - Commission -- -- - Remuneration -- --

Total (2) 12000 --

Total (B)=(1+2) 28000 16000 -- 44000 Celine as ner the Ad -- -- -

VIL PENALTIES I PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Com1unrdes Act

:Blielf Desciip:tion Dp§e-tails 2of ;Pmdslune

Com1> ... ulh1g

AMtho.1ity [RD / NCLT/ COURT]

_

Am1eal made.

if All.Y (ah1e Detnils)

,V re 'DtJOSNI

A.CONIP 6-.NY / / [ Pemdt.y / /

Pmli.sluneni / /

[ Compolmclb11g / v

R DIRECTORS / /PemmUy / /

Pmlislunent / /

[ Compounc1U1g [/ /

I c.01HER OFFICERSIN DEFAULT /PIf llt. r /

[ Pl!lni.slunent

C-Ol:nJ)-OlD\Clillg

Sd/- Amarjlt Singh DIN:00062294 Managing Direct.or Address:F-13,Puhpanjall Farms Link Road, Bijwuan, South West Delhi

Sd/- Simbal Singh DIN: 00062333 Director Address:F-13,Pushpanjall Farms Lhak Road, Bijwasan, South West Delhi

------------------------------•19--------------------------------

20

ISF LIMITED

Annexure - IV

CORPORATE GOVERNANCE REPORT FOR THE FINANCIAL YEAR ENDED ON 31st MARCH 2019

SEBivide its Notification No. SEBI/LAD-NRO/GNn015-16/013 dated 2 September 2015notified tbe SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which were made applicable witb effect from 1st December, 2015and repealed tbe erstwhile listing agreement with the stock exchanges.

This Report, therefore, states the compliance status as per requirements of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

1 COMPANYPIDLOSOPHY:

We continue to believe that good corporate Governance isessential to achieve long-term corporate goals and to enhance stockholders value. Company is listed Company on the Bombay Stock Exchange. The Company has complied with all material features of corporate governance as specified in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.The securities are being regularly traded at Bombay Stock Exchange.

2 BOARD OFDIRECTORS:

Inkeeping with the commitment of the Management to the principle of integrity and transparency inbusiness operations for good corporate governance, the Company's policy is to have an appropriate blend of executive, non-executive and independent directors tomaintain the independence of the Board and to separate the Board functions of governance and management.

a) COMPOSITIONAND CATEGORY OFDIRECTORS

The Board of Directors ofISFLtd. has an optimum combination of executive and non executive directors. As on 31st March 2019, the Board of Directors of tbe company comprises of 4 (Four) Directors out of which 2 (1\vo) directors are Independent. The composition of tbe Board is in conformity witb SEBI (LODR) Regulations, 2015. None of tbe Directors on the Board is a Member of more than 10 Committees and Chairman of more than 5 Committees across all tbe public limited companies in which he is a Director. The necessary disclosures regarding Committee positions have been made by the Directors.

The names and categories of tbe Directors on the Board, tbeir attendance at Board Meeting during the year under review and at the last Annual General Meeting, and also the number of Directorships and Committee positions held by tbem areas under:

Name of the Director and Business Relationship

Category of Directorship

#No. of other Directorship as on 31-03- 2019

No. of Committee position as on 31-03-2019

No. nf Board Meetings attended during the year

Attendance at the 30th Annual General Meeting held on 28/09/2018

Chairman

Member

Mrs. Simbal Singh Non -Executive Non Independent Director

3

1

1

3

Yes

Mr. Ved Prakash Ahuja Non -Executive Independent Director

0

0

3

4

No

Mr. H.C. Gandhi Non -Executive Independent Director

0

2

3

4

No.

Mr. Amarjit Sinl!ll Manal!in!! Director 4 0 0 4 Yes

# Includes Directorship in Private Companies and excludes Directorship held in Foreign Companies.

21

ISFUMITED

b) ATTENDANCE OF EACH DffiECTOR

Name of Director Attendance at the Board Meetinl!s held on Attendance at the AGM held

on 30/05/2018 09/08/2018 08/11/2018 12/412/2019

Mrs. Simbal Singh NA Yes Yes Yes Yes

Mr.Ved Prakash Ahuja Yes Yes No Yes

Mr. H.C. Gandhi Yes Yes Yes Yes Yes

Lt. Gen. Kuldeep Chand Taneja PVSM (Retd.)*

NA NA NA NA

Mr.Amarjit Singh Yes Yes Yes Yes Yes

*Lt. Gen. Kuldeep Chand Taneja had retired from the Directorship of the Company under Section 152(6) of the Companies Act, 2013 at Annual General Meeting, held on 28/09/2018.

c) DETAILS OF SHAREHOLDING IN THE COMPANY OF THE NON-EXECUTIVE DIRECTORS ARE AS UNDER:

Name of the Director Category of Directorship Nn. nf Shares held in the Cnmpany

Mrs. Simbal Singh Non-Executive Non Independent 15459622

Mr. Ved Prakash Ahuja Independent Non-Executive Nil

Mr. H.C. Gandhi Independent Non-Executive Nil

3. CODE OFCONDUCT

The Board has laid down Code of Conduct for the members of the Board of the Company.All Board Members have affirmed compliance with the Code of Conduct. The Managing Director has also confirmed and certified the same. The certification is enclosed atthe end of this Report.

4. RELATIONSHIP BETWEEN DIRECTORS

The disclosures ofrelationship between Directors are asunder:

Sr.

No.

Name of the Director Nature of relationship

1. Mr.Amarjit Singh Spouse

2. Mrs. Simbal Singh

5. INFORMATION IN CASE OFAPPOINTMENT ORRE-APPOINTMENT OFDIRECTOR AT THE ENSUINGAGM.

Mrs. Simbal Singh, (DIN - 00062333) retires by rotation in terms of Section 152 (6) and being eligible, offers himself for re-appointment atthe ensuing Annual General Meeting ofthe Company.

22

ISF LIMITED

6. SKILL & EXPERTISE OF DffiECTORS

Name of the Director

Category of Directorship skills/expertise/competencies identified by the Board of Directors

Mr. Amarjit Singh Promoter Executive More than 50 years of experience in banking and financial services. In 1966,hejoined the Punjab National Bank as a management trainee, and at the time ofleaving the bankin 1985 he was General Manager International Operations and Credit.

Mrs. Simbal Singh Non-Executive-Non Independent She was Whole Time Director of ISF Limited of many year earlier and is familiar with its Business. She was running an Art Gallery and is awell known figure in the Art World. Her Business contacts will be very useful to further develop our Business.

Mr. Ved Parkash Ahuja

Independent Non-Executive Well known Businessman in Jaipur having very good conta ct s in bu siness & Government circle.

Mr. H.C Gandhi Independent Non-Executive He retired as Secretary from Government of India. He was earlier Chairman of HMT. He has long experience in Management & Administration.

7. AUDIT COMMITTEE

The Committee is governed by the regulatory requirements mandated by the section 177 of Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Reqnirements) Regulations 2015.

The composition of the Audit Committee and details of the Members participated at the Meetings of the Committee are as under:

The Company Secretary of the Company acts asthe secretary tothe Committee.

Name of Director Category Attendance at the Audit Meetin• s held on30/05/2018 09/0812018 08111/2018 12/02/2019

Mr. H.C. Gandhi Chairman Yes Yes Yes Yes

Mr. Ved Prakash Ahuja Member Yes Yes Yes Yes

Lt. Gen. K.C. Taneja PVSM (ceased w.e.f. 28.09.2018)

Member NA NA NA NA

Mrs. Simbal Singh (Appointed w.e.f. 08.11.2018)

Member NA NA Yes Yes

Some of the important functions performed by the Committee are:

FinancialReporting and Related Processes

• Oversight of the Company's financial Reporting process and financial information submitted to the Stock Exchanges, regulatory authorities or the public.

• Reviewing with the Management the quarterly unaudited financial statements and the Auditors' Limited

23

ISF LIMITED

Review Report thereon Iaudited annual financial statements and Auditors' Report thereon before submission to the Board forapproval. This would, interalia, include reviewing changes inthe accounting policies and reasol18 for the same, major accounting estimates based on exercise of judgement by the Management, significant adjustments made in tbe financial statements and/or recommendation, ifany, made by the Statutory Auditors in this regard.

• Review the Management Discussion &Analysis of financial and operational performance.

• Discuss with the Statutory Auditors its judgement about the quality and appropriateness of the Company's

accounting principles with reference to the Generally Accepted Accounting Principles in India(IGAAP).

• Review the investments made by the Company.

• Any related party transactions.

• The going concern assumptiol18.

Majority members of the Audit Committee are Independent, non-executive directors and are 'financially literate' as required by regulation 18(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Moreover, tbe Chairman and members of tbe Audit Committee have 'accounting or related Financial Management expertise'.

During the year under review, the Audit Committee held a separate meeting with the Statutory Auditors to get their inputs on significant matters relating to their areas of audit.

8. SUBSIDIARY COMPANY

The Company has no subsidiary company.

9. NOMINATIONAND REMUNERATION COMMITTEE

In compliance with Section I78 of the Companies Act, 2013 and Regulation 19 of the SBBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has constituted the ''Nomination and Remuneration Committee".

The composition of the Nomination and Remuneration Committee during the year under review, and details of the Members participation at the Meetings of the Committee areasunder:

Name of Director Category Attendance at the Committee Meetings held on

12/02/2019 Mr. H.C. Gandhi Chairman Yes

Mr. Ved Ahuja Member Yes

Lt. Gen. K.C.Taneja PVSM (ceased w.e.f. 28.09.2018)

Member NA


Member Yes

Theterms of reference of the Committee inter alia, include the following:

• Succession planning of the Board of Directors and Senior Management Employees;

• Identifying and selection of candidates for appointment as Directors/Independent Directors based on certain laid down criteria;

24

Identifying potential individuals for appointment as Key Managerial Personnel and to other Senior Management positions;

• Formulate and review from time to time the policy for selection and appointment of Directors, Key Managerial

Personneland senior management employees and their remuneration;

• Review the performance of the Board of Directors and Senior Management Employees based on certain criteria asapproved by the Board.

10 REMUNERATIONOFDIRECTORS:.

Details of remuneration paid/payable to directors during 2018-19 are provided in an annexure to the Directors'Reportin Annemre -illin Fonn MGT-9,i.e.,extractof theAnnualRetum.

Remuneration Policy:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 19 of the SEBI (LODR) Regulations, 2015, remuneration policy is framed and adopted by the Company.

Thebrief Objective of thepolicy are:

(a) To evaluate the performance of members of the Board of Directors and evaluation of the performance

of Board of Directors aswhole.

(b) To recommend the Board on the Remuneration payable to Directors, KMP and other Senior Management.

(c) To frame policies and remuneration structure in such manner that company may retain and motivate

and promote talent required to run the company successfully.

Tofix clear and appropriate performance benchmarks.

11 STAKEHOLDERS' RELATIONSHIP COMMITTEE

Incompliance with the provisions of section 178 of the Companies Act, 2013 and regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015), the Board has constituted the Committee named as 'Stakeholders Relationship Committee' and the terms of reference of said Committee as under:

1. To look into the redressal of complaints of security-holders on matters relating to transfer of

shares, dematerialization of shares, non-receipt of annual report, non-receipt of dividend, matters relating to issue ofnew share certificates, etc.

2. To look into matters that can facilitate better security-holders services and relations.

The composition of the Stakeholder's Relationship Committee as at March 31, 2019 and details of the Members participation atthe Meetings ofthe Committee are as under:

25

ISF LIMITED

Name of Director Category Attendance at the Board Meetings held on

12/02/2019 Lt. Gen. K.C. Taneja PVSM (ceased w.e.f. 28.09.2018)

Chairman NA


Chairman Yes

Mr.H.C. Gandhi Member Yes Mr.Ved Ahuja Member Yes

During the :financial year, NIL complaints were received from shareholders, out of which NIL complaints have been attended/ resolved, as on March 31, 2019, no investor grievance has remained unattended I pending for more than thirty days. The Company had NIL pending as on March 31,2019.

Name and Designation of Compliance Officer

Ms. Yajya Vashistha has been appointed as Company Secretary cum Compliance Officer of the Company.

12. INDEPENDENT DIRECTORS' MEETING

In compliance with Schedule IV to the Companies Act, 2013 and regulation 25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the independent directors held their separate meeting on 12th February, 2019, without the attendance of non-independent directors and members of Management, inter alia, to discuss the following:

• Evaluation of theperfonnance ofNon-independentDirectors andtheBoardof Directors as awhole.

• Evaluation of theperformance of the Managing Director of the Company, taking into account the views of the

Executive and Non-executive rurectors.

• Evaluation of the quality, content and timelines of flow of information between the Management and the Board that isnecessary for the Board to effectively andreasonably perform its duties.

• All the Independent Directors were present atthe Meeting.

13 GENERAL BODY MEE1JNGS

Particulars of last three Annual general meetings

No. of AGM

Year ended 3l" March

Venue Date Time Whether Special Resolution passed

28" 2016 At Registered office of the Company

29/09/2016 11:30 AM Yes

29" 2017 29/09/2017 11:30 AM Yes

30" 2018 28/09/2018 11:30 AM Yes

Extraordinary General Meeting (EGM): 17.02.2017 at Registered office of the Company at 11:30 A.M.

Meetings for approval of quarterly and annual :financial results were held on the following dates

2

================================================================ISF UMITED

14. MEANS OFCOMMVNICATION

I. HaH yearly Report sent to each shareholders registered address N.A

ii. Inwhich newspapers quarterly results were normally published Pioneer English/Hindi

iii. Any Website where results or official news are displayed Under Process

No presentation made to institutional investors or to the analysts.

ts. GENERAL SHAREHOLDER INFORMATION MARKET INFORMATION

AGM -Date, time and venue 30/09/2019 at 11:30 AM Venue : K-10, Som Vihar

R. K. Puram, New Delhi-110022

Financial Year 2018-19

Book Closure Date 24/09/2019 to 30/09/2019 (Both days inclusive)

Dividend Payment Date N.A.

Listing of Eq. shares on stock exchanges. Bombay Stock Exchange Ltd

Stock Code 526859

Market Price Data and other related information's See Next Page

Registrar & Transfer Agents Skyline Financial Services Pvt Ltd. D153A !st Floor, Okbla Ind!. Area, Ph-1, ND-20

Board Meeting for consideration of Accounts for the financial year ended March 31, 2017 and recommendation of dividend

30.05.2019 No Dividend

Probable date of dispatch of warrants N.A

Outstanding GDR or ADR or Warrants or any convertible instruments, conversion date and likely impact on equity.

Rs. 3,00,00,000/- Equity Warrants had been issued during the year 2017 out of which Rs. 75,00,000/- was paid by Mediant Cable Network Pvt Ltd. Company failed to pay the Balance Amount of Equity Warrants of Rs. 2,25,00000/-. Equity Warrants were forfeited after time to pay expired after being given the Notice as per Law.

Commodity price risk or foreign exchange risk & hedging activities No

Plant Locations NA

Address for correspondence K-10,SOM VIHAR R.K. PURAM NEW DELHI - 110022

Quarter Date of Board Meeting

l"Qwuter 30/05/2018

2"Qwuter 09/08/2018

3"Qwuter 08/11/2018

4"Qwuter 12/02/2019

2

16. LISTING ON STOCK EXCHANGES

The Company's shares are listed on the following Stock Exchanges and the Listing Fees have been paid to the Exchanges:

Name & Address of the Stock Exchanees

Stock Code/Scrip Code ISIN Number for NSDL/CDSL

BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400001

526859 INE973B01026

Share Price on BSE vis-a-vis BSE Sensex January - March 2019

Month BSE Sensex Close

Share Price No.of shares traded during the month

Turnover (In Thousand) High Low Close

January-2019 0.36 0.36 0.36 3000 1080

February-2019 0.36 0.36 0.36 NIL NIL

March-2019 0.38 0.36 0.36 18,147 6643

17. SHARE TRANSFER SYSTEM I DIVIDEND AND OTHER RELATED MATTERS

Sharetransfers

Share transfers in physical form are processed and the share certificates are generally returned to the transferees within aperiod of fifteen days from the date of receipt of transfer provided the transfer documents lodged with the Company are complete inall respects.

Nomination facility for shareholding

AB per theprovisions of the Companies Act, 2013, facility formaking nomination is available for Members in respect of shares held by them. Members holding shares in physical form may obtain nomination form, from the Share Department of the Company. Members holding shares in dematerialized form should contact their Depository Participants (DP) in this regard.

Permanen1Accoun1Number (PAN)

Members who hold shares in physical form are advised that SEBI has made it mandatory that a copy of the PAN card of the transferees, members, survivingjoint holders I legalheirs be furnished to the Company while obtaining the services oftransfer, transposition, transmission and issue of duplicate share certificates.

Dividend

The Boardof Directorsof your Companydo not recommendany payment of dividendon Equity Share for the year due to insufficient of Profil

Pending Investors' Grievances- No Complaint received during the financial year2018-19

Reconciliation of Share Capital Audit

AB required by the Securities & Exchange Board oflndia(SEBI) quarterly audit of the Company's share capital is being carried out by Independent External Auditor with aview to reconcile the total share capital admitted with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited {CDSL) and held in physical form, with the issued and listed capital. The Auditors' Certificate in regard to the same is submitted to BSE Limited and is also placed before Stakeholders' Relationship Committee andthe Board ofDirectors.

2

ISF LIMITED

Dematerialisation of Shares and Liquidity

The break-up of equity shares held in Physical and Dematerialised form as on March 31, 2019, is given below:

Particulars No. of Shares Percentage Ph.,.ical Seoment 61,52,900 6.48%Demat Slll!ment NSDL 7,53,57,888 79.32% CDSL 1,34,89,212 14.20%Total 95000000 1000/o

Distribution of Shareholding as on March 31,2019 -The details of shareholding pattern of the Company given in extractofAnnua1Retumi.e.MGT -9forming thepart of thisAnnua1Return.

18. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and Compliance Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors and Managing Director of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.

19. POSTALBALLOTS

During the year, nobusiness was transacted by postal ballot.

20. Other Disclosues:

• During the Financial Year 2018-19, there were no transactions ofmaterial nature with the directors or the

management or its subsidiary or relative that had potential conflict with the interest of the company. Further, details ofrelated party transactions arepresented atNotes toAccounts of the Annual Report

• The Board has adopted a Whistle Blower Policy to maintain highly ethical behavior, integrity and

maintain high standards of Professionalism andhonesty and to provide a Vigil Mechanism for Directors and Employees to raise their voice against any serious wrongdoing, abuse ormalpractices and unethical matters.

• During the year no personnel hasbeen denied access to Audit Committee. However, duriog the year no

Director/Employees approached Audit Committee forany such issues.

• The company is regularly complying with all the mandatory requirements of the code of Corporate Governance and best endeavors are being done hy the Company to comply with non-mandatory clause of Code of Corporate Governance.

• The Certificate has been obtained from Practicing Company Secretary stating that none of the directors

on the board of the company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or anysuch statutory authority.

MITED

• Total fees for all services paid by the Company on a consolidated basis, to the statutory auditor and all entities in the network firm/network entity of which the statutory auditor is apart, during the year under review is Rs. 35,400/- (Rupees Thirty Five Thousand Four Hundred only).

• The Company has provided a direct access to woman employees to the members ofAudit Committee for

providing a redressal mechanism pertaining to sexual harassment of women employees at workplace. Therewas no case of sexualharassment reported during the yearunder review.

• The mandatory compliance with corporate governance requirements specified in Regulation 17to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 ofthe SEBI (LODR) Regulation,2015 isnot applicable to the Company pursuant to the Regulation 15of SEBI (LODR) Regulations, 2015, since the paid up capital of company is less than Rupees 10crore and net worth of the Company is less than 25 crorerupees.

21. COMPLIANCE WITHACCOUNTING STANDARDS

Inthe preparation of the financial statements, the Company has followed the Accounting Standards notified pursuant to Companies (Accounting Standards) Rules, 2006 (as amended) and the relevant provision of the Companies Act, 2013 read with General Cireular 8/2014 dated April, 04, 2014, issued by the Ministry of Corporate Affairs. The significant accounting policies which are consistently applied have been set out inthe Notes tothe Financial Statements.

22. VIGILMECHANISM/ WHISTLE BLOWERPOLICY

Instaying true to ourvalues ofStrength, Performance andPassionandinline with ourvisionofbeing one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The Vigil Mechanism Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. Pursuant thereto, a dedicated helpline has been setup which is managed by an independent professional organization. The Ethics Helpline can becontacted to Report any suspected or confirmed incident of fraud/ misconduct on:

E-Mail: [email protected] - Mr.Vijay Gupta National Toll Free Number :Under process Mobile :+91-9873490711 Fax :+91 011-26188970

23. INTERNAL CONTROLS

The Company has aformal system ofinternal controltesting which examines both the design effectiveness and operational effectiveness to ensure reliability of financial and operational in formation and all statutory I regulatory compliance.

24. MANAGING DIRECTOR/ CFOCERTIFICATION

The Managing Director and the CFO have issued certificate pursuant to the Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, certifyingthat the financial statements do not contain any untrue statement and these statements represent a true and fair view of the Company's affairs_ The said certificate is annexed and forms part of theAnnual Report.

25. CODE OFCONDUCT

The Board of Directors has approved a Code of Business Conduct which is applicable to the Members of the Board and all employees. The Company believes in "Zero Tolerance" to bribery and corruption in any form andtheBoardhas laid downthe"Anti-Bribery & CorruptionDirective"which forms an.Appendix tothe Code.

------------------------------:.29.:------------------------------

30

ISF LIMITED

26. PREVENTION OFINSIDER TRADING

The Company has adopted a Code of Conduct for Prevention oflnsiderTrading with aview to regulate trading in securities by the Directors and designated employees of the Company.The Code requires pre-clearance for dealing inthe Company'sshares and prohibits the purchase or sale of Company sharesby 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 Company Secretary & Head Compliance is responsible for implementation ofthe Code.

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

For and on behalf ofISF Limited

Sd/- Amarjit Singh DIN: 00062294 Managing Director Address: F-13, Pushpanjali Farms Link Road, Bijwasan, South West Delhi

Sd/- Slmbal Singh

DIN: 00062333 Director

Address: F-13, Pushpanjali Farms Link Road, Bijwasan. South West Delhi

Place :New Delhi Date : 13/08/2019

31

ꞏ=========ISFUMITED COMPLIANCE WITH CODE OF CONDUCT

As provided under Regulation 17of SEBI (LODR) Regulations 2015, I, affirm that Board Members have confirmed compliance withthe Codes of Conduct asapplicable to them for the year ended 3lst March, 2019.

For ISF Limited

Place: New Delhi Date: 13-08-2019

Sd/-

Amarjit Singh Managing Director

DIN: 00062294

32

================================================================ISF UMITED CERTIFICATE

To,

Themembers ofISFLimited

We have examined the compliance of conditions of Corporate Governance by ISF Limited for the year ended March 31, 2019, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedules thereon with the Stock Exchanges in India.

The Compliance of conditions of Corporate Governance is the responsibility of the management. Our Examination has been limited to a review of the procedures and implementations thereof adopted by the company for ensuring compliance with the conditions ofthe certificate of Corporate Governance asstipulated inthe said Clause. It isneither anaudit nor anexpression ofopinion onthefinancial statements ofthe Company.

Inour opinion and to best of our information and according to the explanations given to us and re presentations made by the Directors and the management, we certify that the Company has complied with the conditions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 except the observations as given in the Report of SecretarialAuditor.

We further state that such compliance is neither an assurance as to future viability of the Company nor of the efficiency oreffectiveness with which the management has conducted the affitirs ofthe Company.

For K.K. SINGH & ASSOCIATES Company Secretaries

Place: Gurugram Date: 13.08.2019

Sd/- CS Ritu Garg

Associates CP NO. - 20928

33

CERTIFICATE OF NON-DISQUALIFICA TION OF DIRECTORS

(Pursuant to Regulation 34(3) and Para C clause 10 (i) of Schedule V of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015)

To,

The members ofISF Limited

We have examined the relevant registers, records, forms, returns and disclosures received from the Directors ofISF Limited having CIN : L74899DL1988PLC076648 and having registered office at K-10, Som Vihar, New Delhi- 110022 (hereinafter referred to as 'The Company'), produced before us by 1he Company for 1hepurpose of issuing this Certificate, in accordance with Regulation 34(3) read wi1h Schedule V Para - C Subclause lO(i) of1he Securities Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations, 2015.

Inour opinion and to 1he best of our information, explanations furnished to us by 1he Company & its Directors and verifications (including Directors Identification Number (DIN) status as available to the portal www.mca.gov.in) doneby us, we hereby certify that none of the Directors on 1heBoard of the Company as stated below for 1heFinancial Year ending on 31st March, 2019 have been debarred ordisqualified from being appointed or continuing as Directors of companies bythe Securities and Exchange, Ministry of Corporate Affairs, orany suchother StatutoryAu1hority.

Name of the Directors DIN Date of appointment

Amarjit Singh 00062294 2910912017

Simbal Singh 00062333 16/03/2014

Harish Chandra Ghandhi 00062484 22/08/1995

Ved Prakash Ahuja 02841908 11/11/2009

For K.K. SINGH & ASSOCIATES

Company Secretaries

Place: Gurugram Date: 13.08.2019

Sd/- CS Ritu Garg

Associates CP NO. - 20928

34

ISFUMITED

Annexure - V

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

0 FORWARD-LOOKINGSTATEMENTS The business of the Company is that of a Non Banking Finance Company (NBFC).

The Current Economic conditions are very difficult for undertaking any business particularly financing of commercials vehicles because of the difficulties experienced in recovery of dues. Itis hoped economy will turna rounding2018- l9, then doing business would become easier.

INDUSTRY STRUCTURE AND DEVELOPMENTS The Company has adequate internal control procedures commensurate with the size and nature of the business. The internal control system is supplemented by regolar reviews by the management and well- documented policies and guidelines to ensure reliability of financial and all other records and to prepare financial statements and other data. Moreover, your Company continuously upgrades these systems in line with the best accounting practices. The Company has independent audit systems to monitor the entire operations and the Audit Committee of the Board reviews the fiodings and recommends for better audit procedures and systems as may be required. Itis ensured that all assets are safegoarded and protected against any loss from unauthorized use or disposition and that transaction are authorized, recorded and reported correctly to keep constant check on the cost structures and to prevent revenue leakages.

BUSINESS OVERVIEW The Economic Conditions & non-availability of Funds continues to be a major constraint.

MARKETING The Company is setting up a good marketing team to enter to increased turnover.

0 SWOT

Our strength is our experience and team work, weakness is the non availability of funds either from the Banks or Market.

SWOT The Financial performance of the Company isgiven as under:-

Particulars 2018-2019 <Rs. in Lacs)

2017-2018 lRs. in Lacs)

Gross Income 148.lS 122.39 Profit Before Interest and Depreciation

25.30 37.73

Finance Chames 21.48 33.66 Gross Profit 3.82 4.07 Depreciation 0 0.38 Net Profit Before Tax 3.82 3.69 Provision for Tax 0.99 1.32 Net Profit After Tax 2.83 2.37 Balance of Profit brought forward 206.34 204.44

Balance available for appropriation 0 0

Proposed Dividend on Equity Shares 0 0

Tax on proposed Dividend 0 N.A Transfer to General Reserve 0 Surplus carried to Balance Sheet 208.60 206.34

35

=================================================================== ISF L•ITED INTERNAL CONTROL The Company has adequate internal control procedures commensurate with the size and nature of the business. The internal control system is supplemented by extensive internal audits conducted by the Internal Auditor of the Company, regular reviews by the management andwell-documented policies and guidelines to ensure reliability of financial and all other records and to prepare financial statements and other data.

RISK AND CONCERNS Growth of the Business of the Company is linked to the overall economic growth. Macro risk to the business canbe adverse changes to the economy and policies of Reserve Bank of India and Policies of Government of India. Volatility inNon-performing assets canbe other significant risk.

OUTLOOK

The Company is seeking to improve its NBFC business. To strengthen its NBFC business, company is exploring the opportuoities inconsumer retail finance.

HUMAN RESOURCES Your company always regards human resources as its most valuable asset and continuously evolves policies and process to attract and retain its substantial pool of managerial resources through friendly work environment that encourages initiatives by individuals andrecogirizes their performance. The total number of people employed atthe Company are

SEGMENT INFORMATION

The primary business segment of the Company is NBFC activities which include disbursement of to Retail Customers and Small Companies and Firms and Investment activities.

Threats • Highcost of funds • Slowindustrialgrowth • Stiffcompetition with NBFCs as well aswith banking sector

Non-performing assets • Changes in Technology • Entry ofNewplayers • Government Policies

+ DETAILS OF SIGNIFICANT CHANGES (i.e. change of 25% or more as compared to the immediately previous financial year) in keyfinancial ratios, alongwith detailed explanations therefore, including:

a)

Particulars Debtors Turnover Inventory Turnover

2018-19

N.A.

2017-18

N.A. b) Interest Coverage Ratio 1.18 1.11 c) Current Ratio 4.87 4.68 d) Debt Equity Ratio 0.33 0.34 e) Operating Profit Margin (%) 85.48 72.50 f) Net Profit Margin (%) 2.59 3.02

Details of any change in Return on Net Worth as compared to the immediately previous financial year along with adetailed explanation thereof:

DISCLAIMER Certain Statements in the management Discussion and Analysis describing the company's views about the industry, expectations, objectives, etc may be understood within the meaning of applicable laws and regulations. Factors like changes in Government regulations, tax laws and other factors are such as industrial relations and economic developments etc. may further influence the company'soperations orperformance.

•

If ;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;-- ISF LIMITED

For and on behalf of ISF Limited

Sd/- Amarjit Singh DIN: 00062294 Man.aging Director AddreH: F-13, Pushpanjall Farms Link Road, Bijwuan, South West Delhi

Sd/- Simbal Singh

DIN: 00062333 Director

Address: F-13, Pushpanjali Farms Link Road, Bljwasan, South West Delhi

------------------------------....: 36::--------------------------------

Compliance with Code ofBusiness Conduct andEthics As provided under Regulation 17(5) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015with the Stock Exchanges, the Board Members and the Senior Management Personnel havecon.firmed compliance with 1heCode of Conduct and Ethics forthe year ended March 31,2019.

For ISF Limited

Date: 13.08.2019 Place: New Delhi

Sd/-(Mr.AmarjitSingh)Managing Director

DIN :00062294

••

================================== ISF LllllTED

Board of Directors .ISF LIMITED l, SomVihar, RK Puram Delhi-110022.

COMPLIANCE CERTIFICATE

[Pursuant to Regulation 17(8) of SEBI (LODR) Regulations, 2015] irdial Singh Bakshi, being the Chief Financial Officer of the Company do hereby certify pursuant to Regulation

17(8)of SEBI (LODR)Regulations, 2015 as follows:

I have reviewed financial statements and the cash flow statement for thefinancial year ended March 31, 20 l7and thatto thebest ofmy knowledge andbelief:

l) These statements do not contain any materially untrue statement or omit any material fact or contain

statements that might be misleading;

2) These statements together present a true and fair view of the listed entity's affiiirs and are incompliance

with existing accounting standards, applicable laws andregulations.

There are, to the best of my knowledge and belief; no transactions entered into by the listed entity during the year which are fraudulent, illegal or violative of the listed entity's code of conduct.

Iaccept responsibility for establishing and maintaining interoal controls for financial reporting and that they have evaluated the effectiveness of internal control systems of the listed entity pertaining to financial reporting and they have disclosed to the auditors and the audit committee, deficiencies in the design or operation of such internal controls, ifany,of which they are aware and the steps they have taken orpropose to take torectify these deficiencies.

Ihave indicated to the auditors and theAudit committee

l) Significant changes in internal control over financial reporting during the year;

2) Significant changes in accounting policies during the year and that the same have been disclosed in the

notes tothe financial statements; and

3) Instances of significant fraud of which they have become aware and the involvement therein, if any, of

the management or an employee having a significant role in the listed entity's internal control system overlinancialreporting.

e: New Delhi :28.05.2019

Sd/- Gurdial Singh Bakshi

(Chief Financial Officer)

-----------------------C37)-------------------------

3

ISF LIMITED

Independent Auditor's Certificate Regarding compliance of conditions of Corporate Governance

To the Members of ISF LThlITED,

We have examined the compliance of conditions of Corporate Governance by ISF LIMITED for the year ended on 31st March, 2019 as stipulated in Regulations 17to 27 and clauses (b) to (i) of Regulation 46(2) and para C and D of Schedule V to the Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015(the"Listing Regulations").

Management's Responsibility

The compliance of conditions of Corporate Governance is the responsibility of the Management. This responsibility includes the design, implementation and maintenance of internal control and procedures to ensure the compliance with the conditions of the Corporate Governance stipulated inthe Listing Regulations.

Auditor's Responsibility

Our responsibility is limited to examining the procedures and implementation thereof adopted by the Company for ensuring compliance with the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the Financial Statements of the Company.

We have examined the books of account and other relevant records and documents maintained by the Company for the purposes of providing reasonable assurance on the compliance with Corporate Governance requirements by the Company.

We have carried out an examination of therelevant records of the Company in acconlance with the Guidance Note on CertificaJion of Corporate Governance issued by the Institute of Chartered Accountants of India (the ICAI), the Standards on Auditing specified under Section 143 (10) of the Companies Act, 2013, in so far as applicable for the purpose of this certificate and as per the Guidance Note on Reports or Certificates for Special Purposes issued by the ICAI which requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI.

We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) l, quality control for firms that perform audits and reviews of Historical Financial Information and Other Assurance and Related Services Engagements.

Opinion

Based on our examination of the relevant records and according to the information and explanations provided to us and the representations provided by the management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the Listing Regulations, as applicable for the year ended March 31, 2019, as referred to inparagraph 1above.

We further state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For V S SA & Associates

Chartered Accountants {Firm Registration No 012421N}

Place: New Delhi Dated: 28.05.2019

Sd/- CA SAMIR VAID

Partner Membership No.091309

3

ISFL..ITED

Independent Auditor's Report

To the Members of ISF Limited

Report on the Financial Statements

Opinion

We have audited the financial statements of ISP LIMITED (''the Company''), which comprise the Balance Sheet as at 3lst March, 2019, the Statement of Profit and Loss and Statement of Cash Flows for the year then ended, and notes to the Financial Statements, including a summary of significant accounting policies and other explanatory information.

Inour opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act inthemanner sorequired and givea true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2019 and itsprofit and its cash flows for the year ended onthat date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards arefurther described inthe Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by The Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules there-under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide abasis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion onthese matters.

Wehave determined that there are no key audit matters to communicate in ourreport.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134 (5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards ( AS) prescribed under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with theprovisions of the Act for safeguarding of the assets of the Company and forpreventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going

40

ISFUMITED

concern basis of accounting unless management either intends to liquidate the Company or to cease operations, orhasno realistic alternative butto do so.

The Board of Directors are also responsible foroverseeing the Company's financial reporting process.

Auditor's Responsibilities fortheAudit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAswill always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected toinfluence the economic decisions of users taken on thebasis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgement and maintain professional skepticismthroughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system inplace and the operating effectiveness of suchcontrols.

Evaluate the appropriateness of accounting policies used and reasonableness of accounting estimates and related disclosures made by management.

Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether amaterial uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained upto the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the financial statements, including the disclosures and whether the financial statements represent the underlying transactions and events in a manner that achieves fairpresentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of theaudit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought tobear onour independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outway the public interest benefits of suchcommunication.

41

ISF LIMITED

Report on Other Legal and Regulatory Requirements

L As reqillred by the Companies (Auditors Report), Order, 2016 (''the Order'') issued by the Central Government oflndiain terms of sub-section (11) ofsection 143 of the Companies Act, 2013, we give in the ''Annexure-A", a statement on the matters specified in paragraphs 3 and 4 of the Order to the extent applicable.

2. As required by Section 143 (3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge

and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this

Report are inagreement with the books of account.

d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133of the Act read with Rule 7 of the Companies (Accounts)Rules, 2014.

e) On the basis of the written representations received from the directors, as on 3lst March, 2019taken on

record by the Board of Directors, none of the directors is disqualified as on 31st March, 2019, from being appointed asadirector in terms of Section 164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company

and the operating effectiveness of suchcontrols, refer to our separate Report in ''Annexure B".

g) With respect to theother matters to be included in the Auditor's Report in accordance with Rule 11of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to theexplanations given to us:

i) The Company has disclosed the impact of pending litigations on its financial position in its

financial statements - refer Note 21 to financial statements.

ii) The Company did not have any long-term contracts including derivative contracts forwhich there were anymaterial foreseeable losses.

iii) There were no amounts which were required to be transferred to the Investor Education and

Protection Fund by the Company.

For V S SA & Associates Chartered Accountants

{Firm Registration No 012421N}


Sd/- CA SAMIR VAID

Partner Membership No. 091309

42

Annexure A to the Independent Auditors' Report on the financial statements of ISF LIMITED (Referred to in paragraph 1under Report on other Legal and

Regulatory Requirements of our Report of even date)

I. a) The Company has maintained proper records showing full particulars, including quantitative details and sitnation of fixed assets.

b) The Fixed Assets have been physically verified by the management at the year end. In our opinion,

this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. As informed to us, no material discrepancies were noticed on such verification as carried outunder the aboveprogram during the current year.

c) As the Company does not hold any immovable properties, the provisions of clause 3 (i) (c ) of the

Order arenot applicable.

ii. As per information and explanations given to us and taking into consideration the nature of business of the Company, provisions of clause 3(ii) of the Order arenot applicable.

iii. The Company has granted unsecured loans to a company covered in the Register maintained under Section

189 of the Companies Act, 2013 which is not prejudicial to interest of the Company as per information and explanations given to us. Further as there are no stipulations attached to the above loan, provisions of clauses 3 (iii)(b) and3 (iii)(c) of the Order arenot applicable.

iv. In our opinion and according to the information and explanations given to us, in respect of loan given by the

company, provisions of section 185and 186of the Companies Act, 2013 have been complied with. There are no investments, guarantees and securities to which provisions of section 185 & 186 of the Companies Act 2013 areapplicable.

v. As per information and explanations given to us, the Company has not accepted any deposits from the public

other lhan from directors and relatives of directors and Companies(Acceptance of Deposits) Rules,2014 are not applicable to a Non Banking Financial Company, hence the provisions of clause 3 (v) of the Order arenot applicable.

vi. Theprovisions of clause3(vi) of the Order regarding maintenance of cost records asprescribed by the Central

Government under Section 148(1) of the Companies Act, 2013 are not applicable to the Company.

vii. a) According to the information and explanations given to us and the records of the company examined by us, the Company has been generally regular in depositing undisputed statutory dues, including Provident Fund, Employees' State Insurance, Income Tax., Duty of Customs, Goods & Services Tax and other statutory dues with the appropriate authorities during the year to the extent applicable .We areinformed that there are no undisputed statutory dues as at theyear end, outstanding for a period of more than sixmonths from the datethey become payable.

b) There areno dues in respect of income tax, duty of customs, Goods & Services Tax that have not

been deposited with the appropriate authorities on account of any dispute other than mentioned below

Name of the Statute Income TaxAct Income TaxAct Income Tax Act

Amount involved (Rs.) 174954/- 12510/-

140190/-

2008-09 2016-17 2015-2016 And prior years

Fornm where the dil!pute is oending Assessing Officer CPC, Bengaluru Assessing Officer: TDS

viii. According to the records of the Company examined by us and on the basis of information and explanations

43

ꞏ================================= ;;;; ISFUMITED

given to us, the Company has not defaulted in repayment of dues to Government. The Company has not obtained anyborrowings from banks, financial institutions orby way of debentures.

ix. Inour opinion and according to the information and explanations given to us, there are no term loans from

banks. The Company hasnot raised any monies by way of initial public offer orfurther public offer (including debt instruments).

x. To the best of our knowledge and according to the information and explanations given to us, no fraud by the

Company and material fraud onthe Company by its officers oremployees has been noticed orreported during the year.

xi. Inour opinion and according to the information and explanations given to us, managerial remuneration has

been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with ScheduleV to the Companies Act.

xii. Inour opinion and according to the information and explanations given to us, the Company is not a Nidhi

Company. Therefore, theprovisions of clause 3(xii) of the Order arenot applicable tothe Company.

xiii. Inour opinion and according to the information and explanations given to us, all transactions with the related parties are in compliance with sections 177and 188of the Companies Act, 2013, where applicable and details have been disclosed in the Financial Statements etc. asrequired by theapplicable accounting standards.

xiv. According to the information and explanations given to us, the Company has not made any preferential

allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, provisions of clause 3(xiv) of the Order arenot applicable to the Company.

xv. According to the information and explanations given to us, the Company has not entered into any non-cash

transactions with directors or persons connected with them and hence provisions of clause 3(xv) of the Order arenot applicable to the Company.

xvi. Inour opinion and according to the information and explanations given to us, the Company is required to be

registered under section 45-IA of the Reserve Bank ofindiaAct, 1934which isduly obtained.

For V S SA & Associates Chartered Accountants

{Firm Registration No 012421N}


Sd/- CA SAMIR VAID


44

ISF LIMITED

ANNEXURE B TO THE INDEPENDENT AUDITOR' S REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS OF ISF LIMITED

Report on the Internal Financial Controls under Clause (i) of Sub-Section 3 of Section 143 of the Companies Act, 2013("theAct'')

We have audited the internal financial controls over financial reporting ofISF Limited (''the Company") as of 31st March, 2019 in conjunction with our audit of the financial statements of the Company for the year ended on that dale.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India ("the ICAI"). These responsibilities include the design, implementation andmaintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, asrequired under the Companies Act, 2013.

Auditors' RespoDS"IbiJity

Ourresponsibility is to express an opinion onthe Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") issued by the Institute of Chartered Accountants of India and the standards on auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of internal financial controls both issued by the Institute of Chartered Accountants of India. Those standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively inall material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the Financial Statements, whether due to fraud orerror.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial controls system over financial reporting.

Meaningof lntemal Financial Controls over Financial Reporting

A Company's internal financial control over financial reporting is a process designed toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of Financial Statements for external purposes in accordance with Generally Accepted Accounting Principles. A Company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition., use, or disposition of the Company's assets that couldhave amaterial effect onthe financial statements.

4

ISF LIMITED

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of

collusion or improper management override of controls, material misstatements due to error or fraud may occur and

not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future

periods are subject to the risk that the internal financial control over financial reporting may become inadequate

because of changes inconditions, orthat the degree ofcompliance with thepolicies orprocedures may deteriorate.

Opinion

Inour opinion, to the best of our information and according to the explanations given to us, the Company has in all

material respects, an adequate internal financial controls system over financial reporting and such internal financial

controls over financial reporting were operating effectively as at 31st March, 2019, based on the internal control over

financial reporting criteria established by the Company considering the essential components of internal control

stated in the Guidance Note onAudit of Internal Financial Controls over Financial Reporting issued by the Institute of

CharteredAccountants oflndia.

For V S SA & Associates

Chartered Accountants {Firm Registration No 012421N}

Place: New Delhi Dated:28.05.2019

Sd/- CA SAMIR VAID


4

•

If ISFUMITED

TSE I .IMITED

BAI. A NCE SHEEI AS AI 31 .03.201 9

I EQUITY AND LIABILITIES

1 SHAREHOLDERS' FUNDS

(Rupees)

NOTE As at 31st March, As at 31st March, 2019 2018

(a) Share capital 2 95000000 95000000(b) Equity Warrants 2 0 7500000

(c) Reserves and surplus 3 37092032 29308576

132092032 131808576

2 NON-CURRENT LIABILmES

(a) Long term provisions

4

641862

609312

641862 609312

3 CURRENT LIABILmES (a) Short-term borrowings

5

31697815

31869224

(b) Trade payables 6 474125 1546185 (c) Other current liabilities 7 1538919 1942019

33710858 35357428

TOTAL 1 66444752 1 6777531 6 II ASSETS

1 NON-CURRENT ASSETS (a) Property,Plant & Equipments

Signi

Notes to Accounts form an integral part of Financial Statements

Interms of our report attached

For V S S A & ASSOCIATES Chartered Accountants

(Firm Registration No. 012421N)

For & on behalf of the board

Sd/- CA SAMIR VAID Partner M.No. 091309 Place: New Delhi Dated: 28.05.2019

Sd/- Amarjit Singh

Managing Director DIN:00062294

Sd/- Sirnbal Singh

Director DIN : 00062333

Sd/- Yajya Vashishtha

Company Secretary M.No : 38504

(i) Tangible assets 8 852994 852994(b) Deferred Tax Assets 9 142459 164650

(c) Long-term loans and advances 10 1302071 1302071

2 CURRENT ASSETS

2297524 2319715

(a) Stock on lrire 11 6%2953 19956920 (b)Trade receivables 12 3384089 3202398(c) Cash and cash equivalents 13 2341460 576322

(d) Short-term loans and advances 14 151458727 141719961

164147229 165455601

TOTAL 166444752 167775316

ficant Accounting Policies 1

4

ISFUMITED

TSE I.IMITED STATF.MENT OF PR OFIT & I.ass FOR THE. YEA R ENDED 31.03.2019

(Rupees)

NOTE As at 31st March, 2019

As at 31st March, 2018

I Revenue from operations 15 14788361 12239168 II Other non operating income 16 27295 17

III Total Revenue (I+II) 14815656 12239185 IV EXPENSES

a Employees benefits expense 17 2488644 2249770

b Finance costs 18 2147704 3366142 c Depreciation and amortisation expense 19 0 38017 d Other expenses 20 9796661 621 6062 Total expenses 1 4433009 11869991

V

Profit before tax (III-IV) 382647

369194 VI

a Tax expense

Current tax

(77000)

(78000) b Deferred tax (221 91) (53774) VII Profit for the year (V-VI) 283456 237420 VIII Earning per equity share

a Basic 0.0030 0.0025 b Diluted 0.0030 0.0019

Signilicant Accounting Policies 1

Notes to Accounts form an integral part of Financial Statements

Interms of our report attached

For V S S A & ASSOCIATES Chartered Accountants (Firm Registration No. 012421N)

For & on behalf of the board

Sd/- CA SAMIIt VAID Partner M.No. 091309 Place: New Delhi Dated: 28.05.2019

Sd/- Amarjit Singh


Sd/- Sirnbal Singh


Sd/- Yajya Vasl:Ushtha


ISFUMITED

ISF LIMITED CASH FLOW STATEMENT FOR THE YEAR ENDED 31 ST MARCH 201 9

A.

CASH FLOW FROM OPERATING ACTIVITIES

Rs Year ended

Rs Year ended

31.03.2019 31.03.2018

Net Profit before tax and Extraon:linaxy items 382647 369194

Adjustments for : Interest paid 2147704 3366142 Interest Received 14788361 12239168

Depreciation 0 38017 Operating Profit before working capital changes 17318712 16012521 Adjustments for : Trade and Other Receivables 3095701 4751032 Trade Payables (1442610) (1355385) Interest Paid (2147704) (3366142) Interest Received (14788361) (12239168)

Direct Tax Paid (99191) (131774) Net Cash from Operating Activities A 1936547 3671084

B. CASH FLOW FROM INVESTING ACTIVffiES : Sale of Investments

0

0 Sale of Fixed Assets 0 0 Net Cash used inInvesting Activities B 0 0

c.

CASH FLOW FROM FINANCING ACTIVITIES : Issue of Equity Warrants

0

0

Net Proceeds of Short Term Borrowings (171409) (3878000)Net Cash flow from Financing Activities c (171409) (3878000)Net Increase/ (decrease) in Cash or Cash Equivalents (A+B+C) 1765138 (206916)Cash and Cash Equivalents as at 1st April 576322 783238 Cash and Cash Equivalents as at 31st March 2341460 576322 Notes : 1765138 (206916)

1) The above cash flow statement has been prepared under the indllect method as set out in Accounting standard-3 (AS-3) on cash flow statement issued by the Institute of Chartered Accountants of India

2) Figures inbrackets represents outflow

In terms of our report attached For V S S A & ASSOCIATES Chartered Accountants (Finn Registration No. 012421N)

Sd/-

AMARJIT SINGH Managing Director

DIN: 00062294

Sci/- CA SAMIR VAID Partner M.No. 091309 Place: New Delhi Dated: 28.05.2019

Sd/- Simbal Singh




================================================================ISF UMITED NOTES FORMING PART OF THE FINANCIAL STATEMENTS

Note 1. SigniftcantAccountlngPollcies

a) Basis of preparation

The financial statements are prepared under the historical cost convention on accrual basis of accounting to

comply with the Accounting Standards specified under Section 133 of the Companies Act, 2013 read with

Rule 7 of the Companies (Accounts) Rules, 2014 and the relevant provisions thereof. Accounting policies

have been consistently applied by the Company.

b) Fixed Assets

Fixed assets are carried at the cost of acquisition less accumulated depreciation. The cost of Fixed assets include taxes and other identifiable direct expenses. Interest on borrowed funds attributable to the qualifying assets up to the period such assets are put to use, is included in the cost of fixed assets.

c) Depreciation

Depreciation on fixed assets is provided on Straight Line Method (SLM) as per usef ul life & in the manner prescribed in Schedule IIof the Companies Act,2013.

d) Investments

Investments that are readily realizable and intended to be held for not more than a year are classified ascurrent investments. All other investments are classified as longterm investments. Current investments are carried at the lower of cost or fair value. Long term investments are carried at costlesspermanent diminution in value, if any.

e) Stockon Hire

Stock on hire is valued at cost plus total finance charges and is reduced by the instalments which have matured duringthe relevant period.

f) Revenue Recognition

Revenue is recognised when there is reasonable certainty of its ultimate realization/collection. Prudential

norms prescribed by Reserve Bank of India forrevenue recognition are followed.

i) Lease Rentals Lease rentals received/ receivable under lease agreements are accounted as income net of Lease Equalisation to ensure recognition of Net Income at a constant periodic rate of return on the Net

Investment outstanding inthe lease asper (AS)-19 on leases. Against the lease rentals amatching annual charge (which represents recovery of the net investment in the leased assets over the lease term) ismadeto the Profitand Loss Account.

ii) Hire-Purchase

Income from Hire Purchase financing is recognised onequated instalment basis.

iii) Dividend Income is accounted when theright to receive the sameis established.

iv) Interest income is recognised on a time proportion basis taking into account the amount outstanding and the rate applicable.

49

50

SF LIMITED

g) Leases Lease arrangements, where the risks and rewards incidental to ownership of an asset substantially vest with the lessor, are recognized as an operating lease and lease rentals thereon are charged to the Statement of Profit and Loss.

I) Employee benefits

Contribution to Defined Contribution Scheme such as Provident Fund are charged tothe Statement of Profit and Loss. The liability for gratuity at the end of each financial year is determined on the basis of actual calculation. Liability on account of short term employee benefits such as bonus is recognized on an undiscounted accrual basis. Termination benefits are recognized as an expense in the Statement of Profit and Loss.

j) Foreign Exchange Transactions

Transactions in foreign currency are recorded at the exchange rates prevailing on the date of transactions. Monetary assets and liabilities denominated in foreign currency are restated at the prevailing year end rates. The resultant gain/loss upon such restatement along with the gain/loss on account of foreign currency transactions are accounted in the Statement ofProfit and Loss.

k) Taxation

Current tax is determined as the amount of tax payable inrespect of taxable income inaccordance with relevant tax rates and tax laws. Deferred tax is recognized, subject to the consideration of prudence, on timing differences, being the difference between taxable income and accounting income that originate in one period and are capable ofreversal inoneormore subsequent periods. Deferred tax assets are recognized only to the extent there is virtual certainty and convincing evidence that there will be sufficient future taxable income available to realize such assets.

I) Impairment ofAssets

Regular review is done to determine whether there is any indication of impairment of the carrying amount of the Company's fixed assets. Ifany such indication exists, impairment loss i.e. the amount by which the carrying amount of an asset exceeds its recoverable amount isprovided in the books of accounts. Incase there is any indication that an impairment loss recognized for an asset in prior accounting periods no longer exists or may have decreased, the recoverable value is reassessed and the reversal of impairment loss isrecognized as income inthe Statement of Profit and Loss.

m). Provisions and Contingencies

Aprovision is recognized when the Company has a present obligation as a result of a past event and it isprobable that an outflow of resources would be required to settle the obligation, andin respect of which areliable estimate canbe made. A disclosure of contingent liability is made when there is a possible obligation or a present obligation that will probably not require outflow of resources or where a reliable estimate of the obligation cannot bemade.

n) Other Accounting Policies

These are consistent with generally accepted accounting practices.

51

ISF LIMITED

Note 2 SHARE CAPITAL (Rupee•l

Ali at 31st Man:h, Ali at 31st Marc:h, 2019 21118

AUTIIORISED 350000000 (350000000) Equity shares,of Re.1/- each

350000000

350000000

350000000 350000000ISSUED, SUBSCRIBED& PAID UP

F.quity shares, Re. 1/- par value 95000000 95000000

95000000 (95000000) Equity Shares fully paid up 95000000 95000000EOUITY WARRANTS 30000000 (Nil) Equity Warrants of Re 1/-each,25% paid upconvertible

0

7500000

into 30000000 Equity Shares of Re 1/-each fully paid up within 18 months from the date of allotment ie. 7--09-2018

The Company has issued only one class of Equity Shares having a par value of Re. 1/- each. Each holder of Equity Shares is entitled to one vote per share.

The Company declares and pays dividends in Indian Rupees. The Dividend proposed by the Board of Directors is subject to to the approval of the Shareholders in the ensuing General Meeting.

In the event of liquidation of the Company, the holders of F.quity Shares will be entitled to receive any of the remaining assets of the Company, after distnbution of all preferential amounts. However, no such preferential amounts exist curmtly. The distribution will be in proportion to the number of Equity Shares held by the Shareholders.

The details of Shareholders holding more than 5% Equity Shares are given below-

Name of the Shareholder As at 31st March, 2019 As at 31st March, 2018

No. of shares % held No. of shares %held1 Jassum investments Pvt. Ltd. 10000000 10.53 10000000 10.53 2 Simbal Sinrn 1545%22 16.27 15459622 16.273 Simka Hotels & Resorts Pvt Ltd 11265410 11.86 11265410 11.864 Udayjit Singh 8789383 9.26 8789383 9.26 5 Janta Travels Pvt Ltd 7340000 7.73 734000 7.73

The reconciliation of the number of shares outstanding and the amount of share capital at the beginning and at the end of the reporting period is given below

Particulars As at 31st March, 2019 As at 31st March, 2018

No. of shares I Amount No. of shares I Amount

Number of shares at the beginning 95000000 95000000 95000000 95000000Additions during the year 0 0 0 0

Number of shares at the end 95000000 95000000 95000000 95000000

52

•

If ISFUMITED

(Rupees)

As at 31st Mafleh, As at 31st March, 2019 2018

Note3 RESERVES & SURPLUS (a) General Reserve

As Per Last Balance Sheet 1 891000 1 891000 Cb) Capital Reserve Equity Warrants forfeited 7500000 0

Id Reserve Fund

As Per Last Balance Sheet 6784000 6736000

Add Transferred from Statement of Profit & Loss 57000 48000

6841000 6784000{d ) Sun>lus in Statement of Profit and Loss; As per last Balance Sheet Net profit after tax transferred from Statement

20633576 20444156

of Profit & Loss 283456 237420

20917032 20681576

Less Transferred to Reserve Fund 57000

48000

20860032 20633576

37092032 29308576

Note 4 LONG TERM PROVISIONS Provision for Employees benefits

Gratuity

641862

609312

641862 609312Note s SHORT TERM BORROWINGS

Unse<ured loans

From Related Parties 31 69781 5 31 869224

31 69781 5 31 869224

Loans from Relatives of Directors are accepted for a term of 12 months and carry an interest rate of 10% pa.

Note 6 TRADE PAYABLES

Sundry creditors - Micro, Small and Medium Enterprises( Refer Note 28) 0 0 - Others 474125 1 5461 85

474125 1 5461 85

Note 7 OTHER CURRENT LIABILITIES

Interest accrued but not due on borrowings 758746 1226240

Other payables Accrued salaries and benefits 563545 449736

Statutory dues 31767 98304

Book over draft with a scheduled bank in current account 1 84861 1 67739

1 538919 1 942019

Note-8

ISF LIMITED

----- --- -,- --- - - --.....-------- - -- ---r --•

11ꞏ

C11

"'

i icii

PARTICULARS

Gross Block DeurecialioiY Amortisation Net Block

As at 1st April,2018

Additions during the

year

Other Adjustments

Deduction/Retirement


As al ls!April, 2018

For the year

Deductions during the

year

As at 31st March,2019

As at 31st March,2019


Tangible Assets 3805950

6891432

2435204

4043219

0

0

0

0

0

0

0

0

0

0

3805950

6891432

2435204

4043219

3616912

6546861

2317980

3841058

0

0

0

0

0

0

0

0

3616912

6546861

2317980

3841058

189038

344571

117224

202161

189038

344571

117224

202161

Furniture & Fixtures

Vehicles

Office Equipments

Data Processing Equipments 0 0

17175805 0 0 0 17175805 16322811 0 0 16322811 852994 852994 •

Tola! 17175805 0 0 0 17175805 16322811 0 0 16322811 852994 852994

Previous year

17175805

0

0

0

17175805

16284794

38017

0

16322811

852994

ꞏ================================= ;;;; ISFUMITED

(Rupees)

Note 9 DEFERRED TAX ASSETS {NEJ)

As at 31st Mafleh, 2019


Deferred Tax Assets

Timing difference on account of difference between book depreciation & depreciation as per Income Tax Rules

(22821) (22821)

Promion for Gratuity 165279 156898

142459 134077

Note 10 LONG TERM LOANS AND ADVANCES

Unsecured considered g!!Od

Security Deposits 1302071 1302071

1302071 1302071

Note 11 STOCK ON HIRE

Stock on Hire under Hire purchase Agreements 6%2953 19956920

(Net of unmatured finance charges) 6962953 19956920

Note12 TRADE RECEIVABLES

Secured, considered goodunless otherwise stated

Over Six months 213022 348193 Others 3171067 2854205

3384089 3202398

Note 13 CASH & CASH EQUIVALENTS

(a) Balances with Banks

In Current accounts 1678815 16143 In Term deposit -More than 12 Months maturity 624565 0 In Equity Warrant account 19422 1%27

(b) Cash on hand (as certified) 1 8657 540552 2341 460 576322

Note14 SHORT TERM LOANS & ADVANCES

Unsecured

Loans to related parties 46090689 54708184

Others 99733354 81356673 Advances recoverable incash or in kind or for value to be received and/ or adjusted

Against supply of goods and services 3260550 3260550 Prepaid Expenses 1397634 1418784 Advance Income Tax (Net of provision) 976500 975770

151458727 141719961

54

55

•

If ISFUMITED

As at 31st Mafleh,

(Rupees)


924070 11315098

12239168

17 0

17

2105009 77510 32551 34700

2249770

3366142 3366142

3801 7

2019

Note 15 REVENUE FROM OPERATIONS

Income From Financing Qi!erations

Hire Purchase Income Finance Cbarges 314362

Interest Income 14473999

14788361

Note 16 OTHER NON OPERATING INCOME

Miscellaneous Income 0 Interest on Term deposit 27295 27295

Note 17 EMPLOYEE BENEFITS EXPENSE

Salaries and Bonus 2355765

Employer's contribution to Provident Fund 65942 Gratuity 32550 Staff Welfare Expenses 34387 2488644

Note 18 FINANCE COSTS

Interest expense 2147704

2147704

Note 19 DEPRECIATION AND AMORTISATION EXPENSE

Depreciation 0 0 38017

Note 20 OTHER EXPENSES

Rent 158988 248095 Communication Expenses 135845 117194 Insurance 26274 10606 Pavment to the auditors: Statutory Audit 35400 35400 For Other services 17700 17700 Printing & Stationery 233058 139704 Legal & Professional Expenses 416641 372661 Vehicles upkeep 509710 463453 Travelling & Conveyance 146402 94099 Miscellaneous expenses 265441 307667 Share Listing Fee 354324 347477 Bad debts written off 74%878 4062006 9796661 6216062

56

NOTES TO THE ACCffi!NTS

21. Contingent Liabilities for : Claims against the company not acknowledged as debts <Net ofAdvances).

(Rupees)

a) Income Tax 187464 (174954)b) Withholdings Tax (TDS) 140190 (148270)b) Others 760550 (760550)

22. In the opinion of the Board, all the Current Assets, Loans & Advances have a value on realization in the ordinary course of business at least equal to the amount atwhich they are stated in thebalance sheet.

23. Loans given, some of the Current Liabilities, Sundry Debtors and Advances are subject to

confirmation/reconciliation

24. Sincethe company does not have a substantial number of employees, gratuity liability for eligible employees is provided foron actual basis.

25. The company is engaged primarily in the business of financing and accordingly there are no separate

reportable segments asperAccounting Standard (AS)-17 dealing with 'Segment Reporting.'

26. The company has assessed its assets for impairment and concluded that there are no impairment losses.

27. As perAS(l5)-Revised on "Employee Benefits;•details of expenses for theyear ended 31.03.2018 are given asunder:-

i. Provident Fund (Definedcontribution plan) Disclosed in Profit & Loss Account asEmployer's contribution to Provident Fund 65942

ii. Gratuity- Non funded 32550

28. Disclosure asper Micro, Small and Medium Enterprises Development Act, 2006 (MSMED)

(75510)

(32551)

(Rupees)

Particulars 2018-19 2017-18

a). Amount payable to suppliers under MSMEDas at theend of year -- Principal -- Interest duethere on

(--) (--)

b) Payment made to suppliers beyond the appointed day during the year Principal Interest duethere on

(--) (--)

c) Amount of interest due and payable for delay inpayment (which has been paid but beyond theappointed day dnring the year) but without adding theinterest under MSMED (--)

d) Amount of interest accrued andremaining

unpaid asat theend of year (-ꞏ)

e). The amount of further interest remaining dueand payable even inthe succeeding years. ( )

57

Note: The information has been given inrespect of such vendors to the extent they could be identified as micro and small enterprise as per MSMED onthe basis of information available with the Company relied upon by the Auditors.

29. Related Party Disclosures under Accounting Standard(AS)- I 8

a) List of related Parties (Asidentified by the Management)

I) Enterprises owned or significantly influenced by Key Management Personnel or their relatives

: ISF Services Private limited, Simka Hotels & Resorts Private limited, Paradigm Sourcing Solutions Private limited, ISFCommodities Private limited

ii) Key Management Personnel & their relatiyes

Key Management Personnel Amarjit Singh, Simbal Singh,

Harish Chandra Gandhi, Ved prakashAhuja, Gurdial Singh Bakshi, Yajya Vashistha

Relatives Udey Singh, PriyaSingh

58

ISFUMITED

b) Transactions with related Parties. ( inRupees)

Type of Related Party

Enterprises owned signillcantly influenced by Key Management Personnel and their Relatives

Description of the nature of the transactions

Volume of transactions for the year ended

31.03.2019

Amount Outstanding as at 31.03.2019

Receivable Payable

i)

Loans given/

150000

41166862

0

(Received back) (Net (7325000) (50110609) (0) (excludingInterest Income Disclosed Separately) ii) Interest Income on 4923827 4923827 0

Loan given (4597575) (4597575) (0)

Key Management Personnel,Directors & their relatives

i) Loans Taken/ (repaid) (Net)

(134000)(3200000)

0 (0)

31735224 (31869224)

ii) Interest Paid/ accrued on Deoosits

2141739(3366142)

0 (0)

758746 (1226240)

iii) Remuneration to Key Managerial personnel

1684410(1284440)

0 (0)

259140 (58060)

iv) Gratuity to Key Managerial personnel

11867(11868)

0 (0)

272948 (261081)

v) Sitting Fees 44000 0 0(44000) (0) (0)

30.

Earning per share (EPS) As at 31.03.2019

(Rupees) As at 31.03.2018

Profit after tax as per Profit & Loss Account 283456 237420 attributable to Equity Shareholders (A)

Basic/Weighted Average Number of Equity Shares outstanding (B) 95000000

95000000

Weighted Average Number of Equity Shares

Outstanding including Equity Warrants (Potential Equity Shares) 95000000 125000000 (C)

Nominal value of equity shares Re.1/- each Re.I/- each

Basic Earnings per share (A)/(B) 0.003 0.0025

Diluted Earning per Shares (A)/(C) 0.003 0.0019

59

ISF LIMITED

Rnpees)

31 Information pursuant toprovisions of Part II of schedule III of the Companies Act, 2013:

a) Gross Income

i) Hire Purchase Income

ii) Interest received

b) Expenditure in foreign currency

c) Earning in Foreign Exchange

Note :Figures inbrackets above areinrespect of previous year.

Year ended Year ended 31.3.2019 31.3.2018

Rs. Rs.

314362 924070

14473999 11315098

0 (0)

0 (0)

33. Previous year figureshave been regrouped/re-arranged to make them comparable with those ofcurrent year.

34. Notes 1 to 34 form an integral part of Balance Sheet & Statement of Profit & Loss and have been duly authenticated.

In terms of our report attached

Interms of our report attached For V S S A & ASSOCIATES CHARTERED ACCOUNTANTS (Firm Registration No. 012421N

Sd/- PARTNER M.No. 091309

NEW DELHl DATED: 28.05.2019

Sd/- Amarjit Singh


Sd/- Simbal Singh




6

ISF LIMITED

Form No. MGT-11 Proxy form

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies

(Management and Administration) Rules, 2014]

CIN:L74899DL1988PLC076648

Name of the Company:ISF Limited Registered omce:K-10, SomVillar, R.K Puram, New Delhi - 110022

Name of the Member(s)

Registered Address

E- mail Id I Folio No /Client ID I DP ID

I/We, being the member(s) of shares of the above named company. Hereby appoint

E-mail Id: I Name : Address:

as my/our proxy to attend and vote(on apoll) for me/us and onmy/our behalfat the 31st Annual General Meeting of the company, to be held on the 30th day of September, 2019 at 11:30 AM at K-10, Som Vihar, R. K. Puram, New Delhi -110022and atanyadjournment thereofinrespect of suchresolutions asare indicated below:

Resolution No.

SL

No.

Resolution(S) Vote

For Against

1. To consider and adopt the audited financial statements of the Company for the financial year ended on 31st March 2019, together with the Auditors' and Directors' Reports thereon.

2. To appoint a Director in place of Mrs. Simbal Singh (DIN: 00062333), who retires by rotation in terms of section 152(6) of the Companies Act, 2013 at this Annual General Meeting and being eligible, offers herself for re-appointment.

Signed this dayof 20_

Signature of Shareholder Signature of Proxy holder

Note:

1) This form ofproxy inorder to be effective should be duly completed and deposited at the Registered Office of the Company not lessthan 48 hours before the commencement ofthe Meeting.

2) Theproxyneednot beamember of the company.

E-mail Id:

Affix Revenue Stamps

•

If ;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;-- ISF LIMITED

ISF LIMITED CIN: L74899DL1988PLC076648

Regd Office:K-10, SomVihar, R.K Puram, New Delhi - 110022 Ph :011-26109124, Fax : 011-26188970, Email: [email protected]

ATTENDANCE SLIP

(To be handed over at the entrance of the meeting hall)

31st Annual General Meeting on Monday, 30th September, 2019 at 11.30 AM at K-10, SomVihar R K. Poram, New Delhi-110022

Full name of the members attending _ Qn block capi1als)

Ledger Folio No./Client ID No. No. of shares held:--------

Name ofProxy

(To be filled if the proxy attends instead of the member)

Ihereby record mypresence atthe 31stAnnual General Meeting of the ISFLtdheld on 30th September,2018

at 11:30AM at K-10, SomVihar, R. K. Puram. New Delhi-110022.

(Member's !Proxy's Signature)

Note:

1) Members are requested to bring their copies of the Annual Report to the meeting, since further copies will not be available.

2) The Proxy,to be effective should be deposited at the Registered Office of the Company not less than

FORTYEIGHTHOURS before the commencement ofthe meeting.

3) AProxy need.notbe amember of the Company.

4) In the case of joint holders, the vote of 1hesenior who tenders a vote, whether inperson or by Proxy, shall be accepted to the exclusion of the vote of the otherjoint holders. Seniority shallbe determined bythe order inwhich thenames stand in theRegister ofMembers.

5) The submissionby a member of this fonn of proxy will not preclude such member from attending in

person and voting at themeeting.

------------------------------....: 62::--------------------------------

Regd. Office : K-10, Som Vihar, R.K. Puram

New Delhi - 110022

J ============================================== b

.. 'ill "8 E

Documents

31st ANNUAL REPORT 2018-19 - Bombay Stock Exchange2. To appoint a Director in place of Mrs. Simbal Singh (DIN: 00062333), who retires by rotation in terms of section 152(6) of the