Mar 31, 2025
Your Directors have pleasure in presenting 30th (Thirtieth) Annual Report together
with the Audited Financial Statements of the Company for the Financial Year ended on
31st March, 2025.
|
PARTICULARS |
Year Ended on |
Year Ended on |
|
Revenue from Operations |
19.50 |
0.00 |
|
Other Income |
16.67 |
19.67 |
|
Total Revenue |
36.17 |
19.67 |
|
Profit Before Finance Cost, Tax, Depreciation & |
2.03 |
(8.63) |
|
Finance Cost |
0.04 |
2.93 |
|
Depreciation |
0.29 |
0.22 |
|
Profit Before Tax |
1.70 |
(11.78) |
|
Payment & Provision of Current Tax |
5.24 |
00.00 |
|
Deferred Tax Expenses/(Income) |
2.30 |
(3.06) |
|
Profit After Tax |
(5.84) |
(8.72) |
Comments on Business Outlook & Financial Performance forms part of Analysis and are also
included in Management Discussion and Analysis section.
In accordance with Section 129(3) of the Companies Act, 2013, and Regulation 33 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Company has prepared its
standalone financial statements for the financial year 2024-25.
As the Company does not have any subsidiaries, associates, or joint ventures, the preparation of
consolidated financial statements is not applicable. Therefore, no consolidated financial
statements have been included in the Annual Report for the year 2024-25.
The standalone financial statements are available on the Company''s website at
www.ishaaninfra.in.
There has been no change in the nature of Business of the Company.
During the year under review, there has been no change in the Authorised Share Capital of the
Company. The Authorised Share Capital of the Company as on 31st March, 2025, is as follows:
|
75,00,000 Equity Shares of Rs. 10/- each |
750.00 |
|
Total Authorised Capital |
750.00 |
During the year under review, there has been no change in the Paid-up Share Capital of the
Company. The Paid-up Share Capital of the Company as on 31st March, 2025, is as follows:
|
6,47,460 Equity Shares of Rs. 10/- each |
64.746 |
|
Total Paid-up Share Capital |
64.746 |
During the year under review, the Company has not raised any funds through public issues,
rights issues, preferential issues, Qualified Institutions Placements (QIPs), or non-convertible
debt securities (NCDs) or non-convertible redeemable preference shares (NCRPs). Therefore, the
provisions of Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, pertaining to the submission of a Statement of Deviation or Variation in the
use of proceeds, are not applicable to the Company.
The Board of Directors has not declared any interim dividend for the financial year ended 31st
March 2025.
The Board of Directors has not declared any Final dividend for the financial year ended 31st
March 2025.
Other than as stated elsewhere in the Annual Report 2024-25, there were no material changes
and commitments affecting the financial position of the Company, which occurred between the
end of the Financial Year to which this Financial Statement relates on the date of the Annual
Report 2024-25.
During the Financial Year, no amount was proposed to be transferred to the Reserves Account.
DEPOSITS:
During the Financial Year, your Company has not accepted any amount as Public Deposits
within the meaning of provisions of Chapter V - Acceptance of Deposits by Companies of the
Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
To meet the funds requirement of working / operational capital and/or expansion / new
projects plans, your Company has availed Financial Facilities from Banks / Consortium of
Banks, the details of which forms part of Notes to Financial Statement.
The provisions relating to Credit Rating does not apply to the Company.
During the year under review, the Company does not have any material subsidiary or associate
as stipulated under the Companies Act, 2013. As required under Regulation 16(1)(c) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has
approved a policy for determining material subsidiaries. However, since the Company does not
have any material subsidiaries or associates, the policy is not applicable.
The details of the policy are available on the Company''s website at https://ishaaninfra.in.
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the
Companies Act, 2013 are given in the Notes to the Financial Statements.
There were no mergers/acquisitions during the year.
During the year under review, there were new appointments and cessations of directors on the
Board of the Company.
Mr. Rajesh Sharma (08407774) was appointed as Non-Executive Director of the Company on 30th
May, 2024.
Mrs. Pratima Srivastava was appointed as a Woman Independent Director of the Company on
01st July, 2024.
Mrs. Hetal Narendra Chavda (DIN: 07160586) and Mr. Maheshkumar Bhogilal Somani has
Resigned from the Composition of the board of the Company as an Independent Director on 01st
July, 2024.
Ms. Zeel Sanjay Soni has resigned from the post of Director of the at the meeting held on 14th
August, 2024.
Mr. Ashish Kumar and Mr. Ashok Kumar Chaudhary were appointed as an Additional Directors
of the Company under the category of Executive director on 19th December, 2024.
Ms. Mamta Sharma was appointed as an Additional Director of the Company under the category
of Woman Independent Director on 19th December, 2024.
Similarly, no directors completed their tenure or ceased to hold office during the year under
review. The Board''s composition remained consistent throughout the period.
In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of
Association of your Company, Mr. Pratik Ashok Kumar Patwari (DIN: 11060670), retires by
rotation at the ensuing Annual General Meeting and being eligible have offered himselves for re¬
appointment.
The details of the Directors appointed/ to be re-appointed as required under the provisions of
the Companies Act and Listing Regulations are provided in the Notice convening the ensuing
Annual General Meeting.
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed under the provisions of
Section 149(6) of the Companies Act, 2013 read with Schedules & Rules issued thereunder as well
as Regulation 16 of the Listing Regulations.
The Independent Directors have complied with the Code for Independent Directors prescribed
in Schedule IV to the Act.
Pursuant to Section 2 (51) and Section 203 of the Companies Act, 2013 read with Rules framed
there under, the following executives have been designated as Key Managerial Personnel (KMP)
of the Company.
1. Mr. Pratik Ashok Kumar Patwari - Chairman and MD
2. Mr. Ashok Kumar Chaudhary - Chief Finance Officer
There has been change in the Key Managerial Personnel of the Company during the Financial
Year ended on 31st March, 2025.
Mrs. Sonalben Amulbhai Rabari was appointed as CFO of the Board and Company and Mr.
Negam Seth has Resigned from the composition of board of the Company as CFO at meeting
held on 30th May, 2024.
Ms. Jyoti Agarwal has resigned from the post of Company Secretary of the Company at meeting
held on 30.11.2024.
Mrs. Sonalben Amulbhai Rabari has resigned from the post of CFO of the Company and Mr.
ashok kumar chaudhary was appointed as CFO of the Company at meeting held on 19th
December, 2024.
Ms. Niharika Pandey was appointed as Company Secretary of the Company at a meeting held on
27th January, 2025.
Ms. Niharika Pandey has resigned from the post of Company Secretary of the Company at a
meeting held on 08th March, 2025.
In the opinion of the Board, all the Directors and Key Managerial Personnel, as well as the
Directors proposed to be appointed / re-appointed possess the requisite qualifications,
experience, expertise and hold high standards of integrity and relevant proficiency.
During the year, Ten (10) Board meetings were convened and held on 16.04.2024, 30.05.2024,
01.07.2024, 14.08.2024, 07.09.2024, 13.11.2024, 30.11.2024, 19.12.2024, 04.02.2025 & 08.03.2025
respectively, in respect of which meetings proper notices were given and the proceedings were
properly recorded and signed.
In pursuance of Section 134(5) of the Companies Act, 2013 read with the rules made there under,
including any enactment or re-enactment thereon, the Directors hereby confirm that:
a) In the preparation of the Annual Accounts for the Year ended on 31st March, 2025, the
applicable Accounting Standards had been followed along with proper explanation relating
to material departures;
b) The Directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of
the state of affairs of the Company at 31st March, 2025 and of the Profit of the Company for
the period ended on 31st March, 2025.
c) The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
d) The Directors had prepared the Annual Accounts on a going concern basis;
e) The Directors had laid down Internal Financial Controls (''IFC'') and that such Internal
Financial Controls are adequate and were operating effectively.
f) The Directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
The Company has conducted familiarization programme for Independent Directors during the
year. The details of the same are posted on the Website of the Company at https://ishaaninfra.in.
Pursuant to the provisions of the Companies Act, 2013 (''Act'') and Regulation 17 of SEBI Listing
Regulations, the Board has carried out the Annual Performance Evaluation of its own
performance and that of its Statutory Committee''s viz., Audit Committee, Stakeholder
Relationship Committee, Nomination and Remuneration Committee and also of the Individual
Directors.
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 Directors on parameters such
as level of engagement and contribution, independence of judgment safeguarding the interest of
the Company and its minority shareholders etc. The entire Board carried out the performance
evaluation of the Independent Directors and also reviewed the performance of the Secretarial
Department.
As required under the provisions of the Act and the Listing Regulations, a separate meeting of
the Independent Directors of the Company was held to evaluate the performance of the
Chairman, Non- Independent Directors and the Board as a whole and also to assess the quality,
quantity and timeliness of flow of information between the management of the Company and
the Board.
The Directors expressed their satisfaction with the evaluation process.
The Board has, on the recommendation of the Nomination & Remuneration Committee, framed
a policy for selection and appointment of Directors, Senior Management and their remuneration.
Non-Executive Directors are paid sitting fees for attending each meeting of the Board and/or
Committee of the Board, approved by the Board of Directors within the overall ceilings
prescribed under the Act and Rules framed thereunder.
All the Executive Directors (i.e. Chairman/Managing Director/Whole-time Director) are paid
remuneration as mutually agreed between the Company and the Executive Directors within the
overall limits prescribed under the Companies Act, 2013.
In determining the remuneration of the Senior Management Employees, the Nomination and
Remuneration Committee ensures / considers the following:
The remuneration is divided into two components viz. fixed component comprising salaries,
perquisites and retirement benefits and a variable component comprising performance bonus;
The remuneration including annual increment and performance bonus is decided based on the
criticality of the roles and responsibilities, the Company''s performance vis-a-vis the annual
budget achievement, individual''s performance vis-a-vis Key Result Areas (KRAs) / Key
performance Indicators (KPIs), industry benchmark and current compensation trends in the
market.
Matters of policy and other relevant and significant information are furnished regularly to the
Board. To provide better Corporate Governance & transparency, currently, your Board has Three
(3) Committees viz., Audit Committee, Nomination & Remuneration Committee, and
Stakeholder Relationship Committee to investigate various aspects for which they have been
constituted. The Board fixes the terms of reference of Committees and delegate powers from time
to time.
The Company has constituted an Audit Committee as per the requirement of the Companies Act,
2013.
During the year under review 4 (Four) meetings were held viz 30.05.2024, 14.08.2024, 13.11.2024
and 04.02.2025. The Composition and attendance of the Committee s as under:
|
Name of Member |
Designation |
Period of Tenure |
No. of Meetings |
|
Ms. Hetal Narendra |
Chairperson |
Up to 01.07.2024 (Resigned w.e.f. |
01 |
|
Mr. Maheshkumar |
Member |
Up to 01.07.2024 (Resigned w.e.f |
01 |
|
Ms. Zeel Sanjay Soni |
Member |
Up to 14.08.2024 (Resigned w.e.f |
02 |
|
Ms.Pratima Prem |
Chairperson |
Appointed |
03 |
|
Ms. Mamta Sharma |
Member |
Appointed |
01 |
|
Mr. Ashish Kumar |
Member |
Appointed |
01 |
Subsequent to the resignation of the existing members, the Board of Directors at its meeting
held on 07.07.2025 reconstituted Audit Committee as under:
|
Sr. No. |
Name of Member |
Chairman/Member |
|
1 |
Ms. Priyanka Gola |
Chairman |
|
2 |
Mr. Nayanbhai Patel |
Member |
|
3 |
Mr. Arvind Kumar Bhandari |
Member |
The newly constituted Committee shall function in accordance with the terms of reference
specified under the Companies Act, 2013 and such other responsibilities as may be delegated
by the Board from time to time.
The terms of reference of the Audit Committee are as under:
⢠Overseeing the Company''s financial report process and the disclosure of its
financial information.
⢠To recommendation for appointment, remuneration and terms of appointment of
auditors of the listed entity.
⢠To approve the payment to statutory auditors for any other services rendered by the
statutory auditors.
⢠To review, with the management, the financial Statements and Auditor''s Report thereon
before submitting to the board for approval.
⢠To review quarterly, half yearly and Annual Financial results before submission to the
Board.
⢠To review, with Management, the statement of uses/application of funds raised through
issue, the statement of funds utilized for purposes other than those stated in the offer
document/prospectus/notice and the report submitted by the monitoring agency
monitoring the utilization of proceeds of a public or rights issue, and making
appropriate recommendations to the board to take up steps in this matter.
⢠To review and monitor the auditor''s independence and performance, and effectiveness of
audit process.
⢠To approve any subsequent modification of transactions of the listed entity with related
parties.
⢠Scrutiny of inter-corporate loans and investments.
⢠Valuation of undertakings or assets of the listed entity, wherever it is necessary.
⢠Evaluation of internal financial controls and risk management systems.
⢠To review the adequacy of internal control systems with the management, external &
internal auditors.
⢠To review, with the management, performance of statutory and internal auditors,
adequacy of the internal control systems.
⢠To look into the reasons for substantial defaults in the payment to the depositors,
⢠debenture holders, shareholders (in case of non-payment of declared dividends) (in case
of non-payment of declared dividends) and creditors.
⢠To review the functioning of the whistle blower mechanism.
⢠Recommendation for appointment, remuneration and terms of appointment of auditors
of the listed entity.
⢠Approval of appointment of chief financial officer after assessing the qualifications,
experience and background, etc. of the candidate.
⢠Discussion with external auditors about the nature and scope of audit including their
observation.
⢠To investigate into any matter referred to by the Board.
The Company has constituted a Stakeholders Relationship Committee in terms of the
requirements of the Companies Act, 2013.
During the year under review 2 (Two) meetings were held viz 30.05.2024 and 04.02.2025. The
Composition and attendance of the Committee s as under:
|
Name of Member |
Designation |
Period of Tenure |
No. of Meetings |
|
Ms. Hetal Narendra |
Chairperson |
Up to 01.07.2024 (Resigned w.e.f. |
01 |
|
Mr. Maheshkumar |
Member |
Up to 01.07.2024 (Resigned w.e.f. |
01 |
|
Ms. Zeel Sanjay Soni |
Member |
Up to 14.08.2024 (Resigned w.e.f. |
01 |
|
Ms.Pratima Prem |
Chairperson |
Appointed |
02 |
|
Ms. Mamta Sharma |
Member |
Appointed |
01 |
|
Mr. Ashish Kumar |
Member |
Appointed |
01 |
Subsequent to the resignation of the existing members, the Board of Directors at its meeting
held on 07.07.2025 reconstituted Stakeholders Relationship Committee as under:
|
Sr. No. |
Name of Member |
Chairman/Member |
|
1 |
Ms. Priyanka Gola |
Chairman |
|
2 |
Mr. Nayanbhai Patel |
Member |
|
3 |
Mr. Arvind Kumar Bhandari |
Member |
The newly constituted Committee shall function in accordance with the terms of reference
specified under the Companies Act, 2013 and such other responsibilities as may be delegated
by the Board from time to time.
The terms of reference of the Stakeholder Relationship Committee are as under:
⢠Redressal of shareholders''/investor''s complaints;
⢠Reviewing on a periodic basis the Approval of Transfer or transmission of shares,
debentures or any other securities made by the Registrar and Share Transfer Agent;
⢠Issue of duplicate certificates and new certificates on split/ consolidation/renewal;
⢠Non-receipt of declared dividends, balance sheets of the Company; and
⢠Carrying out any other function as prescribed under the Listing Compliances.
The Company has constituted a Nomination and Remuneration Committee in terms of the
requirements of the Companies Act, 2013.
During the year under review 4 (Four) meetings were held viz 30.05.2024, 01.07.2024, 14.08.2024,
and 19.12.2024. The Composition and attendance of the Committee s as under:
|
Name of Member |
Designation |
Period of Tenure |
No. of Meetings |
|
Ms. Hetal Narendra |
Chairperson |
Up to 01.07.2024 (Resigned w.e.f. |
02 |
|
Mr. Maheshkumar |
Member |
Up to 01.07.2024 (Resigned w.e.f. |
02 |
|
Ms. Zeel Sanjay Soni |
Member |
Up to 14.08.2024 (Resigned w.e.f. |
03 |
|
Ms.Pratima Prem |
Chairperson |
Appointed |
02 |
|
Ms. Mamta Sharma |
Member |
Appointed |
01 |
|
Mr. Ashish Kumar |
Member |
Appointed |
01 |
Subsequent to the resignation of the existing members, the Board of Directors at its meeting
held on 07.07.2025 reconstituted Nomination and Remuneration Committee as under:
|
Sr. No. |
Name of Member |
Chairman/Member |
|
1 |
Ms. Priyanka Gola |
Chairman |
|
2 |
Mr. Nayanbhai Patel |
Member |
|
3 |
Mr. Arvind Kumar Bhandari |
Member |
The newly constituted Committee shall function in accordance with the terms of reference
specified under the Companies Act, 2013 and such other responsibilities as may be delegated
by the Board from time to time.
The terms of reference of the Nomination and Remuneration Committee are as under:
⢠To recommend to the Board, the remuneration packages of the Company''s
Managing/Joint Managing/Whole time /Executive Directors, including all elements of
remuneration package (i.e., salary, benefits, bonuses, perquisites, commission, incentives,
stock options, pension, retirement benefits, details of fixed components and performances
linked incentives along with the performance criteria, service contracts. notice period,
severance fees, etc.);
⢠To be authorized at its duly constituted meeting to determine on behalf of the Board of
Directors and on behalf of the shareholders with agreed terms of reference, the Company''s
policy on specific remuneration packages for Company''s Managing/Joint
Managing/Whole time /Executive Directors, including pension rights and any
compensation payment;
⢠Such other matters as May from time to time are required by any statutory, contractual or
other regulatory requirements to be attended to by such committee.
The Company Shall not requires to constitute Risk Management Committee. The Company is not
covered under the top 1000 listed entities, determined by market capitalization at the end of the
preceding financial year.
The Company Shall not requires to constitute Corporate Social Responsibility Committee. The
Company is not covered under criteria specified under Section 135 of the Companies Act, 2013,
during the Financial Year 2024-2025 and at the end of the preceding financial year.
M/s. Prakash Tekwani and Associates, Chartered Accountants (ICAI Firm Registration No.
120253W/W100721) were re-appointed as Statutory Auditors for the Second Term to hold office
till the conclusion of 34th AGM to be held in 2029, subject to ratification of their appointment at
every Annual General Meeting.
M/s. Prakash Tekwani and Associates have confirmed their eligibility and qualification required
under Section 139, 141 and other applicable provisions of the Companies Act, 2013 and rules
made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time
being in force).
The Notes to the Financial Statements referred in the Auditors'' Report are self-explanatory.
There are no qualifications or reservations, or adverse remarks made by Statutory Auditors of
the Company and therefore do not call for any comments under Section 134 of the Act. The
Auditors'' Report is attached with the Financial Statements in this Annual Report.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your
Company had engaged the services of M/s Nikhil Suchak & Associates, a proprietor firm of
Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the
Financial Year ended on 31st March, 2025. The Secretarial Audit Report in Form No. MR - 3 for
the Financial Year ended on 31st March, 2025 is annexed to this report as ''Annexure - A''.
There is no observation made by the Secretarial Auditor of the Company.
The Internal Auditor has carried out the internal audit for the reporting period.
During the year under review, no instance of fraud in the Company was reported by the
Auditors.
The Company has in its place adequate Internal Financial Controls with reference to Financial
Statements. During the year, such controls were tested and no reportable material weakness in
the design or operation of Internal Finance Control System was observed.
For all amendments to Accounting Standards and the new standards notified, the Company
carries out a detailed analysis and presents the impact on accounting policies, financial results
including revised disclosures to the Audit Committee. The approach and changes in policies are
also validated by the Statutory Auditors.
Further, the Audit Committee periodically reviewed the Internal Audit Reports submitted by the
Internal Auditors. Internal Audit observations and corrective action taken by the Management
were presented to the Audit Committee. The status of implementation of the recommendations
were reviewed by the Audit Committee on a regular basis and concerns if any were reported to
the Board.
As per the relevant provisions of the Companies Act, 2013, the Statutory Auditors have
expressed their views on the adequacy of Internal Financial Control in their Audit Report.
All transactions to be entered by the Company with related parties will be in the
ordinary course of business and on an arm''s length basis. However, the Company has
not entered into any related party transaction, as provided in Section 188 of the
Companies Act, 2013, with the related party. Hence, Disclosure as required under
Section 188 of the Companies Act, 2013 is not applicable to the Company.
The Policy on Materiality of Related Party Transactions and dealing with Related Party
Transactions as approved by the Board is put up on the Company''s website and can be
accessed at https://ishaaninfra.in.
The Company has formulated a Vigil Mechanism-cum-Whistle Blower Policy ("Policy") as per
the requirements of Section 177 of the Companies Act, 2013 and Regulation 22 of the LODR
requirements. The Policy is applicable to all Directors and Employees of the Company. The
Policy is to deal with instance of unethical behaviour, actual or suspected fraud or violation of
Company''s code of conduct, if any. The said Policy is available on the website of the Company at
https://ishaaninfra.in.
As per the requirement of the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 read with rules made thereunder, your Company
has constituted Internal Complaint Committee (ICC) as per requirement of the Act which is
responsible for redressal of complaints relating to sexual harassment against woman at
workplace. The Sexual Harassment of Women Policy formed is available on the Website of the
Company at https://ishaaninfra.in.
During the year, no complaint was lodged with the ICC nor any such instance was reported and
the Management was happy to take the same on record.
Details of remuneration of Directors, KMPs and Employees as per Section 197 of the Companies
Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, are annexed to this report as ''Annexure - B''. However, as per the
provisions of Section 136 of the Companies Act, 2013, the Annual Report 2024-25 is being sent to
the Members and others entitled thereto, excluding the information on Employees''
Remuneration particulars as required under Rule 5 (2) & (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014. The disclosure is available for inspection by
the Members at the Registered Office of your Company during business hours on all working
days (except Saturday) of the Company up to the date of the ensuing AGM. Any Member
interested in obtaining a copy thereof, may write to the Company Secretary of the Company.
The information pertaining to Conservation of Energy, Technology Absorption, Foreign
Exchange Earnings and Outgo as required under Section 134(3)(m) of the Companies Act, 2013
read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed to this report as
''Annexure - C''.
No significant or material orders were passed by the Regulators or Courts or Tribunals which
impact the going concern status of the Company and its future operations.
As the Company qualifies as a small listed entity under Regulation 15 of the SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015âhaving both paid-up capital and
turnover below threshold values â the mandated corporate governance committee norms
(Regulations 17-27, clauses (b) to (i) of sub-Regulation (2) of Regulation 46, and Paragraphs C, D,
andE of Schedule V) do not apply. Consequently, corporate governance disclosures in the
Director''s Report (including committee constitution) are not mandatory this year.
Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of
the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral
part of this Report, and provides the Company''s current working and future outlook as per
Annexure-D.
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, the Annual Return as
on 31st March, 2025 of the Company is available on Company''s Website and can be accessed, at
https://ishaaninfra.in.
As per Regulation 34 of the Listing Regulations, the Business Responsibility and Sustainability
Report does not applicable to the Company.
The Company''s Plant, Property, Equipment and Stocks are adequately insured under the
Industrial All Risk (IAR) Policy. The Company has insurance coverage for Product Liability and
Public Liability Policy and Commercial General Liability (CGL). It also maintains various other
types of insurance, such as Erection All Risk for its major capital expenditures projects, Directors''
and Officers'' liability, Transit cover, Charterers'' liability cover, Marine policy and Employee
Benefit Insurance policies. The Company covers the properties on full sum insured basis on
replacement value. The scope of coverage, insurance premiums, policy limits and deductibles are
in line with the size of the Company and its nature of business.
As a responsible corporate citizen and as a Chemicals manufacturer, Environmental Safety has
been one of the key concerns of the Company. It is the constant endeavor of the Company to
strive for compliant of stipulated pollution control norms. It consistently takes various measures
to develop and adopt safer process technologies, unit operations and sustainable systems. Your
Company has integrated an ESG framework into operations, positioning itself as a responsible
chemicals player. By embedding these principles into strategy, the company has enhanced
resilience, risk mitigation and sustainable value creation.
The relationship with the Workmen and Staff remained cordial and harmonious during the year
and the Management received full cooperation from Employees.
During the year under review, the Company is in Compliance with the Secretarial
Standards issued by the Institute of Company Secretaries of India (ICSI) on Meetings of the
Board of Directors (SS-1) and General Meetings (SS-2).
The Company has complied with the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India and approved by the Central Government under
Section 118(10) of the Act.
The Company has paid of listing with BSE Limited.
There was no instance of one-time settlement with any Bank or Financial Institution.
ACKNOWLEDGMENT:
Your Directors thank the various Central and State Government Departments, Organizations
and Agencies for the continued help and co-operation extended by them. The Directors also
gratefully acknowledge all stakeholders of the Company viz. Customers, Members, Dealers,
Vendors, Banks and other business partners for the excellent support received from them during
the year. The Directors place on record unstinted commitment and continued contribution of the
Employee to the Company.
Pratik Ashokkumar Patwari
Chairman & Managing Director
DIN:11060670
Date: 08th May, 2025
Place: Ahmedabad
Mar 31, 2024
Your Directors have pleasure in presenting the Board''s Report of your Company together with the
Audited Statement of Accounts and the Auditors'' Report of your company for the financial year
ended, 31st March, 2024.
(Rs. In Lacs)
|
Particulars |
Standalone Results |
|
|
Particulars |
2023-24 |
2022-23 |
|
Gross Income |
19.67 |
19.22 |
|
Profit Before Interest and Depreciation |
(7.31) |
(1.32) |
|
Finance Charges |
2.93 |
3.92 |
|
Depreciation |
0.22 |
0.22 |
|
Net Profit Before T ax |
(11.78) |
(5.46) |
|
Net Profit After Tax |
(8.72) |
(0.70) |
However with the view to conserve the resources of company the directors are not recommending
any dividend.
Due to loss the Board of the company has not transfer any amount to its reserves.
There is no other change in the capital structure of the company during the year.
Company does not have any Subsidiary, Joint venture or Associate Company.
The provisions of Section 125(2] of the Companies Act, 2013 do not apply as there was no
dividend declared and paid last year.
No material changes and commitments affecting the financial position of the Company occurred
between the ends of the financial year to which this financial statement relate on the date of this
report.
During the year under review, the Company has entered into any contracts or arrangements with
related parties in terms of Section 188(1] of the Companies Act, 2013. The particulars of Contracts
or Arrangements made with related parties required to be furnished under section 134(3] (h] are
disclosed in the prescribed form (Form AOC-2) which is attached to this Report as Annexure- âAâ.
The Annual Return of the Company as on 31st March, 2024 is available on the website of the Company
at http://ishaaninfra.in/report/
During the Financial Year 2023-24, the Company held 7 (SEVEN) board meetings of the Board of
Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions
of Companies Act, 2013 and listing agreement were adhered to while considering the time gap
between two meetings.
|
Sr. No. |
Date of Meeting |
Board Strength |
No. of Directors |
|
1. |
30/04/2023 |
4 |
4 |
|
2. |
30/05/2023 |
6 |
6 |
|
3. |
14/08/2023 |
5 |
5 |
|
4. |
15/09/2023 |
5 |
5 |
|
5. |
11/11/2023 |
5 |
5 |
|
6. |
14/02/2024 |
5 |
5 |
|
7. |
14/03/2024 |
5 |
5 |
Pursuant to Section 134(5] of the Companies Act, 2013 the Board of Directors of the Company
confirms that-
a] In the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
b) The directors had selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true
and fair view of the state of affairs of the company at the end of the financial year and
of the profit and loss of the company for that period;
c) The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
d) The directors had prepared the annual accounts on a going concern basis; and
e) The directors, in the case of a listed company, 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 the provisions
of all applicable laws and that such systems were adequate and operating effectively.
AUDITORS AND REPORT THEREON
Statutory Auditor:
M/s. Samir M. Shah & Associates, Chartered Accountants, Ahmedabad (FRN No.:122377W )was
appointed as the Statutory Auditors of the Company at the AGM of the Company held
on September 30, 2019 to hold office until conclusion of the AGM (F.Y - 2023-24) to be held in the
year 2024. Accordingly, the tenure of M/s. Samir M. Shah & Associates, as Statutory Auditors is
expiring at the ensuing AGM. M/s Prakash Tekwani and Associates (FRN: 120253W) , Chartered
Accountants, be and is hereby appointed as Statutory Auditors of the Company (in place of Samir
M. Shah & Associates, Ahmedabad, retiring Auditor firm) for the term of five (5) years
commencing from the Company''s Financial year 2024-25 to hold office from the conclusion of this
Annual General Meeting (AGM) till the conclusion of the 34th Annual General Meeting of the
Company
The Auditor''s Reports for the Financial Year 2023-24 contain qualification. The Company has not
complied with the provisions of Section 185 of the Companies Act, 2013. The outstanding
loan amount as on March 31, 2024 is Rs. 12,522.671 thousands (Previous Year - Rs.
10,516.671 thousands) given in contravention to Section 185 of the Companies Act, 2013.
Further, there are no transactions made in respect of investments in respect to Section 186
of the Companies Act, 2013.
Notes to Accounts and Auditors remarks in their report are self- explanatory and do not call for
any further comments.
During the year under review, the Auditors had not reported any matter under Section 143(12) of
the Companies Act, 2013, therefore no details is required to be disclosed under section134(3)(ca)
of the Act.
Secretarial Auditors
Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial
Audit Report from Practicing Company Secretary. M/s Nikhil Suchak & Associates, Practising
Company Secretaries had been appointed as Secretarial Auditor of the Company for the financial
year 9094-95
Secretarial Audit Report issued by M/s Nikhil Suchak & Associates, Practising Company
Secretaries in Form MR-3 attached and marked as Annexure-"B", for the period under review
forms part of this report. The said report contains observation or qualification certain observation
and qualification which are mentioned here in under.
a) Non-Compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015: The company failed to comply with the requirement to file the outcome of the Board Meeting
within 30 minutes of the closure of the meeting with the stock exchange, as mandated by the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
- We regret the delay in filing the outcome of the Board Meeting with the stock exchange. This lapse
was due to an inadvertent oversight. We have since reviewed and updated our internal procedures to
ensure timely compliance with SEBI regulations. Measures include a revised protocol for meeting
minutes and filing deadlines to prevent recurrence.
The Independent Director of the Company has not paid the mandatory independent director fees and
has not completed the required proficiency exam for independent directors.
- the issue concerning the payment of fees and the proficiency exam. The delay in fee payment was
due to an administrative oversight, which has now been rectified. We are also ensuring that the
Independent Director completes the required proficiency exam at the earliest and have implemented
a reminder system to track such compliance in the future.
c) Delay in Payment of BSE Listing Fees: The company did not pay the BSE listing fees within the
stipulated time, leading to a delay in compliance with the exchangeâs listing requirements.
- The delay in paying the BSE listing fees was due to a temporary cash flow issue, which has since
been resolved. We have taken steps to prevent future delays by scheduling periodic reviews of our
compliance calendar and ensuring funds are allocated timely for such payments.
d) Non-Compliance with Section 196 of the Companies Act, 2013 on the Appointment of Whole¬
Time Director: The appointment of Ms. Zeel Soni as Whole-Time Director was not compliant with the
provisions of Section 196 of the Companies Act, 2013.
- We acknowledge the non-compliance issue regarding Ms. Zeel Soniâs appointment. This was due
to procedural oversight. We have since revised our appointment procedures to ensure adherence to
Section 196, and appropriate filings have been made to rectify this oversight.
The appointment of Mr. Sandeep Shah as an Independent Director was not regularized in accordance
with the required process at the Annual General Meeting (AGM) held in 2023.
- The failure to regularize Mr. Sandeep Shahâs appointment was due to an administrative oversight.
We have now completed the necessary formalities and obtained shareholder approval at the earliest
possible meeting.
The company failed to publish its financial results in the newspapers, as required under the relevant
regulations.
- The oversight regarding the publication of financial results was an unintentional lapse. We have
now instituted a review process to ensure that all future financial results are published in compliance
with regulatory requirements.
Despite the reappointment of Mr. Kalpen Shah as Managing Director not being approved by the
shareholders, he continued to sign the financial results for the September and December 2023 quarters.
- We acknowledge that Mr. Kalpen Shahâs continued signing of financial results after his reappointment
was not approved by shareholders. We have since implemented stricter controls to ensure that only
authorized personnel sign official documents and have rectified the documentation accordingly.
h) Improper Board Structure: After the AGM held on 30.09.2023, the company failed to appoint a
Managing Director or Whole-Time Director, which is a requirement for every listed company, leading to
an improper board structure.
- Following the AGM on 30.09.2023, we have rectified the board structure by appointing a Managing
Director and Whole-Time Director as required. The necessary filings and updates have been made to
ensure full compliance with the listing requirements.
- We acknowledge the error in the notice period for the AGM. We have reviewed our notice procedures
and updated them to ensure compliance with the 21-day notice requirement in the future.
- We have filed the necessary forms for the adoption of accounts and the appointment of the Secretarial
Auditor. We are implementing checks to ensure timely filing of all required forms going forward.
k) As per Section 203 of Companies Act, 2013 read with rule 8 of the Companies (Appointment
and Remuneration of Managerial Personal) Rules, 2014, the Company has not appointed
Company Secretary during 1st April 2023 to 13th March 2024.
- The Company Secretary position was vacant due to unforeseen circumstances. We have since
appointed a Company Secretary, effective immediately, we appoint company secretary on 14.03.2024.
L) The Company has not complied with the provisions of Section 185 of the Companies Act, 2013.
The outstanding loan amount as on March 31, 2024 is Rs. 12,522.671 thousands (Previous Year
- Rs. 10,516.671 thousands) given in contravention to Section 185 of the Companies Act, 2013.
Further, there are no transactions made in respect of investments in respect to Section 186 of
the Companies Act, 2013.
- We are in the process of addressing the outstanding loans and ensuring compliance with Section 185.
Additionally, we are reviewing our investments to ensure they adhere to Section 186. Appropriate
measures are being taken to rectify these issues.
The lack of SDD software utilization was an oversight. We already installed the software.
The Company has provided the Loans However the Company has not given Guarantee and not
Made any Investments under section 186 of the Companies Act, 2013 for the financial year ended
31st March 2024.
The Company has entered into various Related Parties Transactions as defined under Section 188
of the Companies Act, 2013 with related parties as defined under Section 2 (76] of the said Act.
Further all the necessary details of transaction entered with the related parties are attached
herewith attached annual report.
The particulars as required under the provisions of Section 134(3] (m] of the Companies Act,
2013 in respect of conservation of energy and technology absorption have not been furnished
considering the nature of activities undertaken by the company during the year under review.
There were no foreign exchange earnings and outgo during the year under review.
The Company does not have any Risk Management Policy as the element of risk threatening the
Company''s existence is very minimal.
During the financial year Company no change has been incurred in directors and KMP.
The company has not accepted any deposits during the year.
The company does not meet the criteria of Section 135 of Companies Act, 2013 read with the
Companies (Corporate Social Responsibility Policy] Rules, 2014 so there is no requirement to
constitute Corporate Social Responsibility Committee.
The Company has paid Remuneration to director and details are attached in the annexure C.
ANNUAL EVALUATION
Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual
performance evaluation of its own performance, the directors individually as well as the
evaluation of the working of its Audit, Nomination & 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 including
the Chairman of the Board, who were evaluated on parameters such as level of engagement and
contribution, independence of judgment, 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.
Report on Corporate Governance is not applicable to the company as the paid up capital and net
worth is less than applicability criteria.
The Board of Directors of the Company hereby confirms that all the Independent directors duly
appointed by the Company have given the declaration and they meet the criteria of independence
as provided under section 149(6) of the Companies Act, 2013.
As per the section 178(1) of the Companies Act, 2013 the Company''s Nomination and
Remuneration Committee comprises of three Non-executive Directors. The table sets out the
composition of the Committee:
|
Name of the Director |
Position held in the |
Category of the |
|
Mr. Maheshkumar B. Somani |
Chairman |
Non-Executive |
|
Ms Hetal N. Chavda |
Member |
Non-Executive |
|
Mr. Rakeshkumar D. Chavda |
Member |
Non-Executive Director |
|
Mr. Sandeep Shah |
Member |
Independent Director |
The Board has in accordance with the provisions of sub-section (3) of Section 178 of the
Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications,
positive attributes, independence of a Director and policy relating to remuneration for Directors,
Key Managerial Personnel and other employees. The said policy is furnished in Annexure- "D"
and is attached to this report.
During the financial year, one meeting held on 28/05/2024 for the consideration of following
matters.
To identify persons who are qualified to become Directors and who may be appointed in senior
management in accordance with the criteria laid down, recommend to the Board their
appointment and removal and shall carry out evaluation of every Director''s performance.
To formulate the criteria for determining qualifications, positive attributes and
Independence of a Director and recommend to the Board a policy, relating to the remuneration for
the Directors, Key Managerial Personnel and other employees.
The Nomination and Remuneration Committee shall, while formulating the policy ensure
that: the level and composition of remuneration is reasonable and sufficient to attract, retain
and motivate Directors of the quality required to run the Company successfully; relationship of
remuneration to performance is clear and meets appropriate performance benchmarks; and
remuneration to Directors, Key Managerial Personnel and senior management involves a
balance between fixed and incentive pay reflecting short and long-term performance objectives
appropriate to the working of the company and its goals: Regularly review the Human Resource
function of the Company. Discharge such other function(s) or exercise such power(s) as may be
delegated to the Committee by the Board from time to time. Make reports to the Board as
appropriate. Review and reassess the adequacy of this charter periodically and recommend
any Proposed changes to the Board for approval from time to time. Any other work and policy,
related and incidental to the objectives of the committee as Per provisions of the Act and rules
made there under. The Terms of Reference of the Nomination and Remuneration Committee are as
under:
REMUNERATION POLICY
Remuneration to Executive Directors:
The remuneration paid to Executive Directors is recommended by the Nomination and
Remuneration Committee and approved by Board in Board meeting, subject to the subsequent
approval of the shareholders at the General Meeting and such other authorities, as may be
required. The remuneration is decided after considering various factors such as qualification,
experience, performance, responsibilities shouldered, industry standards as well as financial
position of the Company.
The Non-Executive Directors are paid remuneration by way of Sitting Fees and Commission. The
Non-Executive Directors are paid sitting fees for each meeting of the Board and Committee of
Directors attended by them.
According to Section 177 of the Companies Act, 2013 the company''s Audit Committee comprised
of three directors. The board has accepted the recommendations of the Audit Committee. The
table sets out the composition of the Committee:
|
Name of the Director |
Position held in the |
Category of the |
|
Mrs. Hetal Chavda |
Member |
Independent Director |
|
Mr. Maheshkumar B. Somani |
Chairman |
Independent Director |
|
Mr.Kalpen Rameshchandra Shah |
Member |
Managing Director |
During the financial year, the Audit Committee has met Four times on following dates:
30/05/2023, 14/08/2023, 11/11/2023, 14/02/2024.
|
Sr. No. |
Name of the Member |
Designation |
Category |
|
1. |
Mrs. Hetal Chavda |
Member |
Independent Director |
|
2. |
Mr. Maheshkumar B. Somani |
Chairman |
Independent Director |
|
3. |
Mr. Kalpen Rameshchandra Shah |
Member |
Executive Director |
The Company has not received any complaints during the year. The pending complaints of the
Shareholders/Investors registered with SEBI at the end of the current financial year ended on
31st March, 2024 are NIL.
There were no pending requests for share transfer/dematerialization of shares as of 31st March
2024.
During the financial year, the STAKEHOLDERS RELATIONSHIP COMMITTEE has met One time on
following date: 25/05/2023.
The Management''s Discussion and Analysis Report for the year under review, as stipulated
under Regulation 34(2](e] of the Listing Regulations is given as an Annexure-E to this report.
During the financial year ended on March 31, 2024, There is no application made or any
proceeding pending under the INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 of 2016]
against the company.
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE
TAKING LOAN FROM THE BANKS OR FINACIAL INSTITUTIONS ALONG WITH THE REASONS
THEREOF:
Not applicable during the year under review.
Place: Ahmedabad For, Ishaan Infrastructures and Shelters Limited
RAJESH SHARMA
Chairman & Director
(DIN :08407774)
Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article